2024 Annual Report and Accounts

Contents

Strategic Report

Corporate Governance Report

Financial Statements

100

102

104

156

157

158

Information

173

174

Company registration number: 03936915

Highlights

Chairman’s Statement

Chief Executive Oﬃcer’s Statement

Supply@Me Inventory Monetisation – Key Features

Our Business Model

Business Line Update

Key Strategic Priorities

Engaging with our Stakeholders

Financial Review

Environmental, Social and Governance Review

Task Force on Climate-Related Financial Disclosures

Principal Risks and Uncertainties

Corporate Governance Intro and 2023 Directors Info

Statement of compliance with the QCA Corporate Governance Code

Report of the Nominations Committee & Diversity FCA requirement

Report of the Audit Committee

Directors’ Remuneration Report

Report of the Directors

Independent Auditors Report

Consolidated Statement of Comprehensive Income

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Changes in Cash Flows

Notes for the Consolidated Financial Statements

Company Statement of Financial Position

Company Statement of Changes in Equity

Notes to the Company Financial Statements

Company Information

Glossary

Group revenue of £129,000 was recognised during the

year ended 31 December 2024 (“FY24”) compared to

£158,000 recognised during the year ended 31

December 2023 (“FY23”). This covers the full range of

inventory monetisation revenue streams. The low level of

revenue reﬂects the continuing challenges the Group has

faced in fully converting inventory funding opportunities

into inventory monetisation transactions. Despite this, the

Group continues to work to further develop and prove its

business model as detailed in the Operational Summary

set out below and the Strategic Report.

Group adjusted operating loss from continuing

operations* of £2.3 million during FY24 compared to

£3.6 million during FY23. The reduction of £1.3 million

in the adjusted operating loss during FY24 is due to

a signiﬁcant focus on cost saving eﬀorts by the Group

considering both the funding challenges and the continuing

low level of revenue, together with a lower level of

corporate activities than those that took place during FY23.

The Group faced signiﬁcant funding challenges during

FY24. This is primarily the result of under performance

by The AvantGarde Group S.p.A (“TAG”) in terms of the

£3.5 million top-up unsecured shareholder loan agreement

dated 28 September 2023 and amended on 30 September

2024 (the “Top-Up Shareholder Loan Agreement”).

To date the Group has not received any of this committed

funding, however a total of £1.3 million was received from

TAG during FY24 relating to other contractual

commitments that were entered into during FY23.

Further details can be found in the Financial Review and

the Group’s consolidated ﬁnancial statements.

A new equity subscription was completed during May

2024 in order to help address the signiﬁcant funding

challenges at that point in time. This resulted in gross

proceeds received by the Group of £1.6 million.

A new funding agreement with Nuburu Inc. (“Nuburu”)

was announced in March 2025 and subsequently

amended in June 2025 and August 2025 following delays

in the receipt of funding from Nuburu against the agreed

payment schedules. As at the date of release of the FY24

Annual Report and Accounts, a total of USD $2.95 million

has been received by the Company from Nuburu under

the new funding agreement.

The continued low level of revenue has led to another year

of losses, the ﬁfth year in a row since the reverse take over

in March 2020 which saw the Supply@Me Group listed on

the standard list of the main market in London. This

together with speciﬁc risks connected to the committed

Nuburu funding has led to the Directors identifying

certain material uncertainties in the going concern

assumption used to prepare the Group’s consolidated,

and stand alone Company, FY24 ﬁnancial statements.

Further details can be found in the Audit Committee

Report, the Financial Review and note 2 to the Group’s

consolidated FY24 ﬁnancial statements.

Financial summary

01 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Highlights

Financial KPIs

£0.1m

Total Revenue from continuing

operations

£0.2m in 2023

(£2.3m)

Adjusted operating (loss)

from continuing operations*

(£3.6m) in 2023

£1.2m

Total Group Assets

£2.2m in 2023

(£4.2m)

Total Group net (liabilities)

(£3.8m) in 2023

(£3.1m)

(Loss) before tax from

continuing operations

(£4.2m) in 2023

*Adjusted operating loss is the

operating (loss) from continuing

operations before impairment

charges and fair value adjustments.

02 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

The current amount of inventory which has been

monetised to date using the Supply@ME Platform

through “the ﬁrst purchase” inventory monetisation

transactions is £4.5 million as at 30 September 2025, this

compares to £3.5 million as at 16 December 2024 and

£1.9 million as at 20 September 2024. The above numbers

are inclusive of VAT where applicable.

As at 30 September 2025 (being the latest practicable

date prior to this publication of this Annual Report)

the Group had a client company inventory

monetisation pipeline of £87.3 million which is

supported by signed letters of interest or term sheets.

This compares to £31.3 million reported in the 2023

Annual report as at 19 April 2024. The last market update

of the client company pipeline was £125.2 million as at 16

December 2024 calculated on the same basis. The decline

since December 2024 largely reﬂects the delays in

securing further inventory funding for monetisation

transactions. Further details of the Group’s inventory

monetisation pipeline KPI can be found on page 11.

Continued focus on broadening the business models

Supply@Me can provide its inventory monetisation

solution to, and improvement of the processes

that support pre and post monetisation activities including

due diligence, monitoring and reporting and the IM

Platform.

Continued collaboration with a variety of diﬀerent

inventory funders in order to explore and develop a

variety of business lines. This collaboration has at times

taken a lot longer than initially anticipated due to the size

of some of the inventory funders, the early stage of the

Group in terms of fully rolling out its business model and

the requirement for solutions to be proposed in order to

address unforeseen changes to the model in certain

circumstances. Further details can be found in the

Strategic Report.

Successful ﬁrst issuance of a secured bond valued

at up to €5 million by one of the independent stock

companies owned by Société Financière Européenne

S.A (“SFE”), of which the ﬁrst €3.5 million has been

subscribed by a global player in the asset

management industry. This resulted in the delivery of

two new inventory monetisation transactions in December

2024 and January 2025. Together these two new

transactions accounted for the ﬁrst purchase of £2.4 million

of inventory (inclusive of VAT) over the Group’s Platform.

Operational summary

The pipeline KPI represents the current potential value

of warehoused goods inventory to be monetised with

client companies with whom there is either a signed letter

of interest or term sheet in place between Supply@ME

and the client company. The Group has made the decision

that the reporting of the full pipeline number is no longer

the most appropriate operational KPI to report and

instead going forward will only report the pipeline that

is supported by signed letters of interest or term sheets.

This updated pipeline ﬁgure aims to illustrate the value

of the pipeline whereby there is a demonstrated level

of commitment from the client company to move forward

with the SYME due diligence and onboarding processes.

This decision was made following the full review of the

Group’s pipeline that was referenced in the 2023 Annual

Report.

It should be noted that the warehouse goods

monetisation pipeline ﬁgure is not pipeline revenue

expected to be earned by the Group and this reported

pipeline ﬁgure does not represent all the client companies

with whom the Company is currently discussing its

products. It is reported at the most practicable date

possible prior to the issue of this annual report (being 30

September 2025) and has been calculated on a consistent

basis to the prior year comparative for the value of the

pipeline supported by either a signed letter of interest or

term sheet. It should be noted that of the current pipeline

ﬁgure of £87.3 million, there are three individual clients

that together account for approximately 95% of the total

pipeline.

Operational KPIs

Warehouse goods monetisation pipeline at 30 September 2025

£31.3 million at 19 April 2024

£87.3m

03 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Chairman's Statement

Dear Shareholders,

2024 has been another challenging year for

Supply@ME. The inventory funding solution oﬀered

by the Supply@ME Group is taking longer to implement

at scale which has led to the anticipated revenue

ﬂows being slower to establish than the Board or

executive team had envisaged.

As a result, the Group experienced a further year

of losses despite the eﬀorts undertaken to scale the

business and improve the revenue generation.

This, together with the funding issues, experienced

as a result of the committed funders underperforming

against their obligations has resulted in the Directors

recognising certain material uncertainties exist in

relation to the going concern assumption made

to support the preparation of the 2024 ﬁnancial

statements. Details of these can be found in the

Group’s consolidated ﬁnancial statements included

as part of this Annual Report.

As the team keeps working to reﬁne the business

model to marry certain in-built complexity with its

scalable application, solving this challenge eﬀectively

will likely be what, with time, makes the Group

successful and brings to fruition the substantial amount

of eﬀort invested to establishing the business to date.

As part of this, it was pleasing to see that during the

second half of 2024 and early 2025 there has been

real progress in terms of establishing a bond funding

structure through a subsidiary of SFE to provide

inventory funding for the Group’s client company

pipeline in a manner which will enable access to the

asset class to a range of funders. This is expected to

give Supply@ME the enhanced ability to service and

develop its client company pipeline and hence over

time improve the scale and predictability of revenue

generation, the end result of which will be to give the

Group a chance to restore investor conﬁdence.

On the other hand, the high hopes we had for the

White-Label strategy taking oﬀ starting with Banco BPM

S.p.A. (“BBPM”) have not yet materialised. While the

team believes the White-Label value proposition and

the strategy remain valid and continues the work to

bring it about, we must wait to see the evidence of its

success.

Considering this, attracting the funding to the business

to continue developing and establishing itself and

its Inventory Monetisation product whilst suﬃcient

revenue is being generated has proved a signiﬁcant

challenge during 2024. The support aﬀorded to

Supply@ME through the Top-Up Shareholder Loan

Agreement, and the subsequent amendments to this

did not materialise as expected and, as a result, the

Company had to seek alternative funding options which

resulted in securing new equity funding with gross

proceeds of £1,552,500 in May 2024. At the time, the

Company anticipated that TAG would then be able to

continue its support until the ﬂow of revenue increased.

However, with the continued under performance of the

Top-Up Shareholder Loan Agreement, it became

apparent over time that the Company needed to ﬁnd

further alternative funding routes to allow the Group

to continue operating.

These eﬀorts culminated in the agreement with Nuburu

in the form of the new funding facility announced on

19 March 2025, which was then amended in June 2025

and August 2025 following certain technical and

regulatory limitations facing Nuburu in complying with

the original payment schedule. These amendments

updated the committed payment dates and aligned

these with actions being taken by Nuburu to raise

capital to allow it to complete its strategic investments

and meet its commitment to the Company under the

new funding facility. The Nuburu funding agreement is

convertible into the Company’s shares subject to

various shareholder and regulatory approvals and

following the full conversion of the new facility, Nuburu

will have a controlling interest in Supply@ME.

In addition to becoming the Group’s new corporate

funder, Nuburu has expressed an interest, and more

recently taken positive steps, towards participating in

the funding of the Inventory Monetisation transactions

from the Group’s client company pipeline which has

the potential to further improve the future revenue

generation by the Group.

Albert Ganyushin

Chairman

04 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

CEO Statement

Dear Shareholders,

As ever I am bullish about the need for, and applicability

of, the unique concept of Inventory Monetisation that

Supply@ME has spent considerable time developing and

reﬁning. Our progress in establishing and proving the

business models full potential has been slower than I

had anticipated which has been frustrating for the team

and shareholders, myself included. The delay in the

publication of this FY24 Annual Report and Accounts by

the required deadline earlier this year unfortunately

resulted in the temporary suspension of trading of the

Company's shares. The Board acknowledges the negative

impact this has had on its various stakeholders and

hopes to have the temporary suspension lifted as soon

as possible. I also acknowledge that there are continued

material uncertainties in the going concern assumption

made to support the preparation of the 2024 ﬁnancial

statements and that the business needs to demonstrate

that it can generate increased levels of revenue such that

it can reduce its reliance of external funding.

During 2024 and early 2025 there has been some

success through the delivery of two new Inventory

Monetisation transactions underpinned by the issuance

of a secured bond valued up to €5 million issued by one

of SFE's subsidiary stock companies, of which the ﬁrst

€3.5 million was subscribed by a global player in the

asset management industry. This endorsement by an

institutional inventory funder is important progress,

demonstrating trust in the Supply@ME model. It also

provides a platform from which to provide impetus to

develop the strategy of building a portfolio approach

for inventory funders, enabling SMEs to access the

inventory monetisation solution.

The delays in delivering the White-Label strategy with

BBPM has been a disappointment, progress has been

slow due to the bank's initial requirement for

a remarketer to be present in each transaction.

Competitors acting as remarketers for one another

proved challenging to agree. Supply@ME has provided

a proposed solution with the help of its legal advisors and

is currently waiting for the approval from BBPM in order

to move the project forward into the next stage also with

additional clients of the bank who are potentially

interested in Inventory Monetisation. It is my hope that

this can commence again in earnest now that the

potential acquisition discussions concerning BBPM have

not been approved. External forces also thwarted the

completion of the initial agreements with the neo banking

group referred to in our previous business updates, with

this initiative having to be placed on hold for now.

There have been a signiﬁcant number of changes to

the Supply@ME team during 2024 and to date in 2025,

attrition has been higher than desirable due to delays

in funding and revenue generation. This has resulted

in the remaining team members working hard to cover

more broader roles than those covered by their individual

job descriptions and areas of specialism. I would like to

take this opportunity to thank my team for their

unwavering support of the Inventory Monetisation

product and Supply@ME.

The new strategic funding partnership with Nuburu

agreed in early 2025 addresses the funding challenges

which coloured 2024. The delays that have been

experienced to date in the funding from Nuburu were

unfortunate and added further challenges for the

Company to overcome. Given the recent payments

received from Nuburu, the Board is now more conﬁdent

that this agreement will support the current funding

needs of the Company. It also oﬀers the opportunity to

facilitate further Inventory Monetisation transactions by

Nuburu's expression of interest in providing the junior

risk in each Inventory Monetisation transaction. This may

unlock a barrier and allow the successful completion of

larger Inventory Monetisation transactions through the

test and learn processes which the Group has

undertaken in recent years.

Alessandro Zamboni

Chief Executive Oﬃcer

05 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Strategic

Report

06 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Supply@ME Inventory Monetisation – Key Features

Supply@ME is disrupting the industry with its unique

model. Not only does it oﬀer a new approach to

businesses with cashﬂow needs, but it is doing so at

a much more competitive rate than traditional lenders.

Outlined below are some of the ways in which

Supply@ME oﬀers a more complete, ﬂexible service,

that reﬂects client’s needs than traditional inventory

funders or other competitors.

Purely focused on inventory

Non-credit approach

Non-intrusive of other ﬁnancing options

Legal true sale

Platform based

Quick time to approval

Quick initial yes or no

Initial amount subject to due diligence

Fixed due diligence fee and timescale

Revolving facility

Cross Border

Event led independent valuations

Positive impact on key ratios

Tax deductible costs

With fewer drawbacks or restrictions

Linked to other facilities on the balance sheet

Debt facility

Interest payable

Security taken on Inventory or other assets

Covenants in place

Management accounts and borrowing base certiﬁcates

Use of funds pre-determined

Advance rate subject to Net Orderly Liquidation Value

Regular independent evaluations

ICT Maturity required (to transfer data)

Inventory segregation (if required)

Inventory tracking (if required)

Supply@ME Traditional

inventory funders

Other

competitors

07 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Our Business Model

Supply@ME currently provides Open Market IM

transactions (being an IM transaction from the pipeline

originated by the Group and funded by third-party

investors) and is developing its White-Label services

to facilitate our unique inventory monetisation product.

The business model of a prospective client company

will be initially categorised into one of the diﬀerent

inventory models set out below. The Supply@ME team

has developed specialist inventory analysis expertise

for each of these models based on the characteristics

of the industry and inventory as a “one size does not

ﬁt all” where inventory monetisation is concerned.

Generic Goods

Client companies who trade ﬁnished goods, so

purchase and resell speciﬁc goods, are a tried and

tested client model for the Group and hence can move

through the onboarding and due diligence process

swiftly.

Orders Based Model

Client companies who create or manufacture products

“to order” can be serviced by Group’s “orders based

model”. The Supply@ME team has developed

a methodology to analyse the inventory SKUs required

to satisfy orders received by the client company and

which are used for internal client project required to

deliver these orders.

Maturing Goods

The Group has developed a methodology for goods

that mature over time and whose price appreciates

or gathers wealth as they mature. These goods are

typically in the agri-food sector such as cheese or wine,

and leverage available external price matrices to

benchmark the current value of the maturing products.

The Group has also developed methodologies which

will allow it to assess the inventory value for goods that

appreciate during the maturation process but for which

speciﬁc external pricing matrices are not available.

This will open up the market to a broader base of

companies whose goods mature, for example cheese,

wine and cured meats. To date these methodologies

have not been implemented in a speciﬁc inventory

monetisation transaction, but the Group has been

working closely with a number of customers that ﬁt

this speciﬁcation and hopes to establish its credentials

in this area in the future.

Manufacturing

Where a client company takes raw materials and

transforms them into ﬁnished goods, Supply@ME has

developed a methodology to identify eligible items that

includes both the raw materials (before transformation)

and the ﬁnished goods (after transformation).

The overall inventory monetisation structure involves

a number of diﬀerent players and Supply@ME’s role

within this infrastructure is illustrated in the diagram

shown on the next page. The overall inventory

monetisation structure aims to provide a unique

working capital solution to client companies through the

legal sale of their inventory to third party independent

stock companies. Inventory Funders can then invest in

or purchase this inventory and receive a return and

access to inventory as an asset class.

08 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Our Business Model

The services Supply@ME provides are pre and post

inventory monetisation as outlined below:

Pre-Inventory Monetisation activities are carried out

directly with the client company wishing to have their

inventory monetised, including due diligence in respect

of the client company itself and its potential eligible

inventory, and origination of the full IM contracts with

the relevant stock company.

After initial discussions are held with the client,

the appropriate inventory model, as outlined above,

is applied. The Supply@ME team then, using secure

data sharing and collaboration of the client, carry out

an early-stage in-depth analysis of sales history,

historical inventory data, and future projected sales

which then allows an initial value of eligible monetisable

inventory to be determined. During this stage, the

Group’s inventory analysis expertise is used to assess

this data on a granular level which includes breaking

the initial eligible inventory down to an individual Stock

Keeping Units (“SKUs”) level.

This detailed assessment further ﬁlters out and

identiﬁes typical ineligible inventory items according

to the Supply@ME inventory due diligence parameters

(or “Risk Appetite”). Further consideration is also

given to inventory turns, forecast and historical sales,

margins, seasonality, rates of obsolescence, and

criticality of the SKU to the client. The selected SKUs

chosen meet the Group’s, the stock company, and

the inventory funder’s risk appetite. The result of this

detailed analysis in a list of qualifying SKUs that are

considered as eligible items for a potential Inventory

Monetisation transaction. Alongside this, an in depth

analysis is then completed on the client’s business

(e.g. credit analysis) and processes including, for

example, how they track and store inventory, manage

orders, and deliver orders etc. Additionally, analysis is

carried out in terms of potential remarketers that can be

used to mitigate the risk for the inventory funders of the

disposal of any unsold goods, where required. Each deal

is then run through the stock company’s cashﬂow model

to ensure sustainability parameters are not breached.

Once a speciﬁc inventory funder accepts a speciﬁc

client company, the process moves from the due

diligence to the contracting phase, and it is here that

the formal commercial contract between the client

company and the relevant stock company governing

the IM transaction are negotiated and ﬁnalised.

Lastly, once the contracts are signed by the stock

company and the client company, training is given

on the Trading Module to ensure a best in class user

experience for the client in uploading their ﬁrst, and

subsequent ﬁles. The client is then ready to carry out

their ﬁrst IM.

09 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Our Business Model

During the process our inhouse Customer Relations

Management ("CRM") Module tracks each client’s

progress through the origination phase.

Post-Inventory Monetisation activities are carried out

directly with the relevant stock company including the

usage of the Supply@ME platform under a Software

as a Service (“SaaS”) contract and the support and

administration activities such as the monitoring,

controlling, and reporting on the inventory monetised.

The Supply@ME IM Platform records, monitors and

reports on the inventory being monetised. The stock

company also relies on the Group’s expertise in

monitoring, controlling, and reporting on the eligible

inventory items post monetisation as part of the

inventory servicer activities provided. To facilitate these

activities, throughout the course of a contract the client

company must provide inventory data extracted from

their Enterprise Resource Planning (“ERP”) system which

allows the Group to carefully monitor the inventory

monetised (via inventory analytics) and to identify

anomalies to be queried with the client company.

In the case of the eligible order-based inventory models

the Supply@ME team has developed a methodology

to analyse the inventory SKUs required to satisfy orders

received by the client company and which are used for

internal client projects required to deliver these orders.

The Group’s monitoring team set Key Performance

Indicators (“KPIs”) and Key Risk Indicators (“KRIs”) based

on the in-depth knowledge of the client’s business

model and selected eligible SKUs gained during the due

diligence process. This allows them to quickly, robustly,

and eﬃciently monitor and assess the performance of

each SKU as up to date data is received from the client

company. The data used to complete the monitoring

activities includes detailed information on the client

company’s sales, inventory movements, end customer

orders, and supplier purchase orders. This continuous

monitoring process enables the Group to understand

and report to the stock company (who own the goods

as a result of the Inventory Monetisation) if the client

company is adhering to the operating cycles and

behaviours observed during the due diligence phase.

Data driven discussions are held with the client around

any anomalies detected and if necessary, remediation

strategies are agreed. Following this, the monitoring

and reporting cycle begins again.

In our live clients we have seen evidence of minor

anomalies due to unexpected client behaviours.

Once we held the data driven discussions with the

clients, they reﬁned some of their processes to behave

as per the expectations of our legal frameworks.

It is reassuring that our monitoring procedures can

identify these kinds of anomalies, and even more so

that the clients amend their behaviours appropriately.

This leads to a lasting value add relationship between

Supply@ME, the stock company, and the clients.

The Platforms “data factory” module facilitates the

level of data ingestion required, automated application

of key business rules and the creation of a unique

inventory data-lake to design and develop advanced

inventory data analytic metrics such as seasonality,

obsolescence risk, critical components, margin and

sales trends, and to some extent, client behaviours.

Together this enables the Group to eﬀectively monitor

and identify anomalies in the inventory data being

collected for monitoring and reporting purposes.

The Group provides administrative support in the

facilitation of the client company’s buybacks of

the inventory monetised, and reﬁlls of new eligible

inventory items over the course of the IM transaction

contract.

As a result of the granular level of data ingestion and

storage available through the Platform, Supply@ME

is able at any time to provide an up-to-date picture

of the inventory monetised (and therefore owned)

by the relevant stock company, together with any

receivable amounts owed to the relevant stock

companies. This seeks to provide our traditional

funding partners with the necessary reassurance

and transparency needed for such IM transactions.

As the Group’s business scales up, the focus will be

on how to augment the existing technology to allow

the activities referred to above to be completed in the

most eﬃcient and eﬀective way. This will be particularly

important as the volume of data being collected,

monitored, and reported on increases with each new

IM transaction that is facilitated over the Platform, and

as the business seeks to reﬁne and improve its existing

processes.

This model can be ﬂexed and adapted based on the

requirements of the inventory funders particularly in

the case of White-Label partners. For example the level

of due diligence required on a particular client company

may vary if it is already a client of a White-Label

inventory funder, or they may not require the use

of a stock company in a particular structure, in which

case some of the post-inventory monetisation fees

(such as the SaaS license fee) may be charged directly

to the White-Label inventory funder rather than to the

relevant stock company.

10 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Business Line Update

Open Market Inventory Monetisation

As outlined above Open Market IM transactions are

those originated by the Group from its internal pipeline

and which are funded by the independent stock

companies through use of funds from third party

investors.

Italian Neo Banking Group Alliance

On 29 April 2024, the Company announced that it

had entered into an agreement with Société Financière

Européenne S.A. (“SFE”) and an Italian neo banking

group aimed at deploying an Inventory Monetisation

programme. The Italian neo banking group, through

its investment banking division, would act as arranger

and, following the necessary internal approvals, was

expected to fund the senior notes and part of the junior

notes issued by securitisation special purpose entities

formed directly by the bank. Progress was made

regarding the analysis of the IM model and how

the securitisation vehicle could fund the programme.

As set out in the Group's 2024 Interim Results, which

were released on 30 September 2024, the Italian

neo banking group and SYME decided to prioritise

a programme of plain-vanilla inventory ﬁnancing

(up to €35 million) receivables ﬁnancing transactions

(up to €100 million) using the Group's Platform.

This proposal had been made by the banking group

considering the expected increase in appetite of some

Italian corporates regarding inventory-backed ﬁnancing

facilities that will leverage the Italian legislation pegno

non possessorio (the "PNP Regulation") and the

opportunity to target speciﬁc client companies who

prefer to follow a more traditional inventory ﬁnancing

model.

A standard term-sheet was agreed with the working

group to be submitted to a list of selected client

companies, included within the Group's current

pipeline, in order to canvas interest in this new oﬀering

using the Group's Platform.

Due to acquisition activity which the neo banking group

is being subjected to, this project is currently on hold

and will be restarted when and if deemed appropriate

by all parties. No formal termination of the previously

signed agreement referred to above has been

requested and as such Supply@ME still considers this

active despite being on hold.

Cooperation with Asset Managers

On 15 November 2024, one of Italian stock companies,

which is a wholly owned subsidiary of SFE, issued a

secured bond (applying the PNP Regulation) (“IM Bond”)

valued up to €5 million and a global player in asset

management subscribed for the ﬁrst €3.5 million.

The use of these proceeds allowed the Italian stock

company to deliver two additional IM transactions,

one in 2024 for a new Italian client company from the

Company’s internal pipeline, and one in early 2025

to an existing client company. Both of these were

facilitated using the SYME IM Platform. To date in

2025 interest has been expressed by another potential

inventory funder to subscribe to the existing bond and

replicate this structure to complete a larger single name

transaction. If this were to move forward it would

enable the Italian stock company to undertake further

monetisation of inventory from the Supply@ME client

company pipeline.

Digital Assets & Tokenisation

As noted in the 2024 Interim Results, which were

released on 30 September 2024, the Company is of the

opinion that the digital asset market is still in its infancy,

with global governance protocols still being developed

and regulations evolving. This currently leads to high

costs associated with the launch of any new related

product. As such, at this stage further commitments

and subscription to the targeted security token above

the initial USD $5 million commitment, are required

to allow further development of this business line and

ensure its proﬁtability for all parties involved. The Group

will provide further updates as they become available.

White-Label

The ﬁrst White-Label IM agreement with BBPM was

announced by the Company on 3 January 2024 (the

"White-Label Agreement"). This commitment provided

by BBPM is to fund an initial IM transaction with

an inventory value to be monetised up to €10 million

of the White-Label client company. Following the

internal credit risk management procedures, that

commitment is now under review considering the

original maturity date.

11 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Business Line Update

As explained in the 2024 Interim Results, which were

released on 30 September 2024, Supply@ME and

BBPM have been working together to overcome the

requirement of a speciﬁc remarketer for each IM

transaction originated. Supply@ME has provided

a proposed solution with the help of its legal advisors

and is currently waiting for the approval from BBPM

in order to move the project forward into the next stage.

We also note that BBPM was the subject of a proposed

acquisition transaction with UniCredit S.p.A. which

caused additional delays that were outside of the

Group's control.

The objective is to allow, in certain circumstances, the

requirement for a speciﬁc remarketer to be avoided,

unlocking the potential and scalability of the IM facility.

Additionally, the working group is continuing to engage

with its targeted customer base (agri-food supply

chains) which, as far as today, comprises the ﬁrst

White-Label client company (Italian cheese producer)

and a new second one originated by BBPM, Italian

leader in producing tomatoes products.

Client Company Origination Update

As outlined in the 2023 Annual Report and Accounts

(announced on 1 May 2024) and the 2024 Interim

Results (announced on 30 September 2024) the

Company intended to reﬁne its reporting of its client

company pipeline so that it is limited to those client

companies for which there is either a signed letter of

interest or a signed term sheet in place with the client

company. The reporting of this pipeline ﬁgure aims to

illustrate the value of the pipeline whereby there

is a demonstrated level of commitment from the client

company to move forward with the SYME due diligence

and onboarding processes. It should be noted that this

is not pipeline revenue expected to be earned by the

Group and this reported pipeline ﬁgure does not

represent all the client companies with whom the

Company is currently discussing its products.

Reporting of only those companies with either a signed

letter of interest or term sheet in place is to support

consideration of the fact that throughout the sales and

onboarding process there maybe reasons client

companies do not continue in the process and/or the

volume of eligible inventory reduces. For example, they

may be unable to supply the detail of ERP inventory

data required to support the level of analysis

underpinning the Supply@ME due diligence service or,

once this ERP data is supplied and analysed, the volume

of eligible inventory SKUs may reduce hence decreasing

the value of inventory in the Supply@ME pipeline in

relation to this client company.

As at 30 September 2025 SYME had a client company

inventory monetisation pipeline of £87.3 million which

was supported by either signed letters of interest or

term sheets. This compares to £31.3 million reported in

the 2023 Annual report as at 19 April 2024. The Group's

client company inventory monetisation pipeline is made

up of 100% Italian client companies. It should be noted

that of the current pipeline ﬁgure of £87.3 million, there

are three individual clients that together account for

approximately 95% of the total pipeline.

Client company inventory monetisation pipeline

supported by either a letter of interest or term sheet

Number of client companies included with the

above pipeline ﬁgure

Percentage of the above pipeline ﬁgure contributed

by the single largest potential client

£87.3 million

35%

£125.2 million

66%

£31.3 million

33%

30 September

2025

Unaudited

16 December

2024

Unaudited

19 April

2024

Unaudited

Operational Pipeline KPI

12 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Key Strategic Priorities

Our three long term Key Strategic Priorities as outlined

in the prospectus in March 2020 are:

1. Become the best Fintech at Inventory Data Monitoring

2. Develop a “phygital” multi-channel funding strategy

3. Spread a highly scalable global business

Progress against these strategic priorities over the last

year are detailed in the next pages

13 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Key Strategic Priorities

1. Becoming the best FinTech Inventory

Data Monitoring Business

Priority 2024 Progress

Update on sub-goals from 2020 Prospectus

Integrate platform

with bank accounts

Ongoing

This has not yet been a direct priority for Supply@ME due to the stage of growth of the

Group, the small number of clients onboarded to date and also the cash constraints

that the Group has been challenged with. It is a longer term goal which will be

developed in due course as the desire for it becomes higher from client companies

and inventory funders.

Due diligence /

onboarding

digitisation

Ongoing

During 2024 the Client Relationship Management (“CRM”) & Due Diligence Module of

the IM Platform that were ﬁnalised in 2023 have continued to be embedded into the

Group’s internal processes.

The Group has also continued to reﬁne the due diligence process to optimise

resources and client satisfaction and standardise its methodologies in order to be

focussed on ad-hoc inventory models as indicated below and to focus on making the

process as eﬃcient as possible for both the Group and its client companies.

Internet of Things

(“IoT”) (smart cameras,

Radio Frequency

Identiﬁcation RFID)

integration for

inventory oﬀ-site

monitoring

Ongoing

On 21 May 2024, the Group announced a strategic alliance with p-Chip Corporation

("p-Chip") by signing a Memorandum of Understanding (the "Agreement”) aimed at

establishing a framework for collaboration between the parties to study the

integration of the respective technologies.

p-Chip is an innovative identity solutions company based in Chicago, specialising in the

development and application of micro-transponder technology for tracking physical

products and materials.

The Agreement envisages, also through the co-development of ad hoc intellectual

property:

> the integration of p-Chip's indexing platform (hardware and software) with SYME

processes and systems

> the development of several use cases, pilot programmes and go-to-market

strategies

The combination of p-Chip's technology aims at further strengthening the role of

Supply@ME, as Platform and inventory service provider within the Inventory

Monetisation transactions and its ability to monitor and inspect, with an improved

accuracy and new anti-fraud enhancements, each inventory item monetised.

The speciﬁc project with P-chip is linked to the initial BBPM client, the delay in progress

with this ﬁrst White-Label transaction is impacting on speed of delivery of this stream.

14 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Key Strategic Priorities

Priority 2024 Progress

Remarketing digital

workplace

(e-marketplace where

remarketer can

monitor, and place

signed inventory

purchase oﬀers)

Ongoing

During 2024 the remarketing processes have been reﬁned and discussions have taken

place regarding the necessity to have a remarketer in place for all transactions.

For certain IM transactions remarketers mitigate the risk for the stock company and

inventory funders to manage, directly or indirectly, the disposal of any unsold goods

and, from another perspective, improve the selling capabilities of the overall model

so that is it not solely reliant on the performance of the client.

Priority 2024 Progress

Expansion of

inventory models

Ongoing

Supply@ME has policies, procedures and frameworks in place that address several

diﬀerent inventory models. Details of these can be found in Our Business Model

section of this Annual Report on pages 7 to 9.

Data standardisation

and ingestion

Ongoing

To date we have adapted the business model for the diﬀerent client company inventory

models as referred to above. As we have a greater exposure to a wider range of clients

we will look to further expand our standardised data models as required.

Our data ingestion module, through ad-hoc customisations, has the capability to

process all the data necessary for each model we are currently using for our live clients.

Monitoring

methodologies

Ongoing

The adaption of the policy and procedures for the various inventory models has allowed

us to simultaneously develop the appropriate monitoring procedures that work best

with each model. Monitoring is one of the Group’s Unique Selling Points (“USPs”) and is

key to ensuring we provide both the independent stock companies and the inventory

funders the necessary transparency and protection against any potential client fraud or

losses arising from unsold inventory.

Inventory Data Lake

and Reporting

Ongoing

Through ingesting the data using the most appropriate level of granularity, and by

classifying the data appropriately, we can now overlay standard reporting tools to be

able to provide transparent reports to our client companies as well as to the

independent stock companies and inventory funders.

Trading Module

Ongoing

Each Inventory Monetisation transaction is underpinned by strong procedures and

some tasks of the trading process are digitalised, allowing the users to buy and sell, via

digital interfaces, the inventory items.

Consideration is being given to priorities for further digitalisation of some speciﬁc

activities and/or the improvement of the over-all user experience of the trading process.

Other progress towards becoming the best FinTech Inventory Data Monitoring Business

15 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Key Strategic Priorities

2. Developing a multi-channel funding strategy

Priority 2024 Progress

Client Company -

strategy

The Group has focused primarily on the Italian market during 2024 with the aim

of continuing to build our track record of successful transactions, and mobilising

our White-Label go-to-market oﬀering. Further expansion of the Group’s global

reach will be a focus as the value and beneﬁts of Inventory Monetisation is

increasingly recognised.

During 2024 the team have focused on engaging with client companies who ﬁt into the

inventory models already established.

Europe (including Italy)

The Group has built a pipeline in Italy to facilitate further IMs and cater to the

requirements of inventory funders. The Group has monetised £4.5 million (inclusive of

VAT where applicable) through ﬁrst purchases of inventory located in Italy as of 30

September 2025.

The Company also has standard French contracts to facilitate monetisation of goods in

French warehouses.

United Kingdom

During 2024 inventory funders have been interested in monetising goods based in

Italy. Supply@ME has a legal framework in place to support monetisations in the UK

and intends to further develop this market once its track record is more established.

Funders

SYME has continued to work diligently to build quality portfolios of client companies,

interested in undertaking Inventory Monetisation transactions, to attract quality

inventory funders.

Please see Business Line Update on pages 10 to 11 for detail.

In the 2023 Annual Report a number of shorter term

goals were outlined for 2024.

During 2024 the provision of inventory funding by

asset managers through the IM Bond has enabled

Supply@ME to demonstrate its capability to provide

inventory assessment, monitoring and reporting

services to relevant stock company regarding the client

companies whose inventory was monetised and for the

stock company to provide information to the note

holders who subscribed to the IM Bond. Potential

additional investment into the IM Bond will allow the

Group to provide its services to a greater number of

client companies and increase the level of inventory

being serviced through its unique model.

The transition of the ownership of the stock companies

from the Global Inventory Fund to SFE during 2024

has been successful in increasing the willingness

of potential inventory funders to explore funding

Inventory Monetisation transactions and investing

in this previously diﬃcult to access asset class.

During 2024 and early 2025, the inventory models

developed in the prior year were further reﬁned and

utilised as they have continued to be deployed or

deployed for the ﬁrst time as detailed below:

> Orders Based inventory model where the business

takes orders and builds bespoke products for its

clients;

> Generic Goods inventory model where the business

resells and trade goods. It should be noted that the

volume of inventory monetised under this model

increased during 2024;

> Manufacturing inventory model where the business

makes goods which are then traded. The Group has

monetised component parts through this inventory

model for the ﬁrst time in early 2025. It is possible

to monetise both parts prior to transformation and

the ﬁnished product.

Additionally, as work has continued during 2024 and

early 2025 to support the ﬁrst potential White-Label

transaction with BBPM, processes regarding inventory

which goes through an aging process have been further

reﬁned and the Group has a number of client

companies in its wider pipeline with inventory of this

nature. As such the Group is hopeful to have a ﬁrst

inventory monetisation in this industry sector in the

future.

The main market focus during 2024 has been Italy,

largely due to the interest from inventory funders in

companies with this footprint, over time the Group

16 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Key Strategic Priorities

3. Creating a highly scalable global business

Priority 2024 Progress

Operations

Ongoing

During 2024 our internal processes have continued to be developed to speed up due

diligence and onboarding, manage trading and automate aspects of our monitoring

procedures.

Additionally, 2024 has presented a number of challenges to the SYME team including

the delays in corporate funding (which has been most recently disclosed to the market

through funding updates issued in early 2025), together with delays in securing

inventory funding. This has led to a higher than usual attrition rate. During this time,

consideration is continuously being given to business continuity and the key skills,

knowledge and behaviours required to eﬀectively and eﬃciently deliver operational

resilience for our clients in both our pre and post IM activities.

Legal framework

Ongoing

Supply@ME has legal framework agreements and trading templates for a number of

operating models in UK, Italy, and France.

Legal frameworks are also established to facilitate the White-Label solution.

17 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Key Strategic Priorities

anticipates the UK and other European markets will

be of interest to potential inventory funders and has

previously developed the legal frameworks for the

UK and French markets.

During 2024 signiﬁcant time was invested in preparing

to develop and mobilise the full White-Label

agreements with BBPM. As noted elsewhere in this

strategic report, the working group (which includes

representatives from BBPM, the Group and various

legal advisors) has been focused on ﬁnding solutions

that will allow the requirement of a speciﬁc remarketer

for each IM transaction originated to be removed.

The objective is to allow, in certain circumstances,

the requirement for a speciﬁc remarketer to be avoided,

unlocking the potential and scalability of the IM facility.

The working group has also continued to engage with

its targeted customer base and a second client of BBPM

has been identiﬁed who could also be a candidate for

BBPM to utilising Supply@ME’s White-Label model.

The team continues to focus on mobilisation of this

workstream and hopes to share more positive news as

the project progresses.

What do we plan to do in 2025?

During 2025 Supply@ME plans to focus on two main

revenue streams. Firstly, demonstrating our ability to

deliver at least one large single name transaction with

a client company which has dedicated interest from

a speciﬁc inventory funders with a desire to gain

exposure to the clients type of inventory as an asset

class. Secondly, building out the portfolio based deals

facilitated by the IM Bond and new similar bond

issuances. Thirdly, completing the ﬁrst White-Label

transaction with BBPM as described above. Finally,

facilitating a ﬁrst IM transaction utilising the maturing

goods inventory model.

Operationally, the Group will focus on increasing

eﬃciency within its pre and post monetisation

processes, in particular due diligence and monitoring.

The emphasis being identifying the data points which

add real value to assessments made by inventory

funders of the Supply@ME client company pipeline.

This path is supported by the test and learn approach

which has been adopted by the Group, and the

knowledge and insight gained from the inventory

monetisation transactions delivered to date over

the Group’s Platform.

18 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Engaging with our Stakeholders

Directors’ statement under section 172 (1)

The following disclosure forms the Directors’ statement

required under the Companies Act 2006 on how the

Directors have had regard to the matters set out in

section 172 (1) (a) to (f) in performing their duties.

The Board recognises that engagement with its

stakeholders is fundamental to the long-term success

of the Group and considers the views and interests

of all key stakeholders in its decision-making.

Below is a summary of how the Board engaged

with each key stakeholder group during the year.

Our People

The Board recognises the critical importance of our

team – a motivated, committed, engaged workforce

is essential for the Group’s success. 2024 and early

2025 has been very challenging for the business and

the team, with delays in funding aﬀecting the Group’s

ability to pay salaries on time across the employee and

director population. This has not surprisingly had a

detrimental impact to the attrition rates across the

team. During this period the CEO, who is an Executive

Director has continued to work closely with the team,

having regular contact both formally and informally.

The Chief People Oﬃcer kept the team updated

and regularly provided updates to the Board. During

2024 Alexandra Galligan continued to be the Board

sponsor for Diversity, Equity, and Inclusion.

During July 2024, our third employee experience and

engagement survey was undertaken to assess the

employee experience at Supply@ME. The results

demonstrated an increase in overall scores between

2023 and 2024. The highest scoring areas reﬂected the

teams understanding of the Group’s mission and

purpose, and how they contribute to it; Diversity,

Equity and Inclusion being a business priority; and

feeling comfortable to speak up and provide feedback.

Areas which require focus continue to be providing

opportunities for the team to continue to develop their

careers within Supply@ME and the Group’s approach

to reward.

During 2024 the long term incentive plan was not

utilised in consideration for other stakeholders

considering the share price decline witnessed.

This share price decline also resulted in performance

conditions of the long term incentive plan implemented

in October 2022 not being met. As such, non of these

awards will vest. The Remuneration Committee will

consider if awards should be made in 2025 to retain

key members of the team, and if so, what is the

appropriate type of award to implement. The Board

will continue to engage with our people to ensure

areas of importance to them are prioritised.

Our shareholders

The Group’s aim is to built support from it’s

shareholders as such continued support is vital to the

long-term success of the business. We aim to engage

with our shareholders in line with the Group’s strategic

objectives and delivery of these, with the overall aim of

delivering value to all our stakeholders.

Despite the aim above, the Group has had a challenging

year with regard to shareholder engagement, with

overall sentiment having decreased particularly across

the Supply@ME retail shareholder base. This has been

largely driven by slow progress made across the

business with respect to revenue generation and the

issues experienced with funding. This has in turn had

a negative impact on the share price. The actions

of some shareholders in contacting partners and clients

of Supply@ME has made some business relationships

challenging to manage for the Group. Supply@ME seeks

to continually improve its engagement with its

shareholders, both private and institutional investors,

although the limited resources, both in terms of size

of the team and cash constraints, has presented

a number of challenges to being able to drive

improvements in the area in 2024.

During 2024 Supply@ME has continued to focus on

disseminating regularly required information to the

market in a timely manner, as well as monitoring and

responding to communications in the dedicated

investor relations inbox, where it is possible to respond

and provide shareholders with non-market sensitive

information. As a growing business, with limited

bandwidth, it is not possible for our team to provide an

individualised response to each and every enquiry we

receive. Careful consideration is given to ensuring

responses provided only contain non-market sensitive

information, which unfortunately does not always meet

the request of those shareholders who contact the

inbox. This process will continue to evolve with the

business.

The most recent AGM presentation was held in June

2024, which members of the Board and leadership

team attended and responded to a signiﬁcant amount

of questions from shareholders both during and after

the meeting through the investor meet platform. During

this meeting retail shareholders expressed that they

would like Alexandra Galligan to join the Disclosure

Committee and the Board subsequently took this

request forward and appointed her shortly after the

AGM. In response to shareholder feedback, the Board

are also committing to delivering a minimum of four

updates to the market per annum, two of which being

the annual report and interim report.

19 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Engaging with our Stakeholders

Given the requests of retail shareholders at the end of

2024, the Group made the decision to publish its

business update that it had scheduled for January 2025

earlier and instead published this in mid December 2024.

The Board acknowledges that the challenges it has faced

during 2024 and to date in 2025, and the late publication

of this FY24 Annual Report and Accounts, has diverted its

attention towards the management of these issues

rather than the provision of more regular updates to the

market. The Board believes that this FY24 Annual Report

and Accounts provides a detailed update for the market

and this will be followed by the publication of the interim

ﬁnancial results for the six month period ended 30 June

2025. Going forward to Board hopes to commence with

the provision of more regular updates to the market.

Client companies

Client companies, both current and prospective,

are a crucial stakeholder group for our business.

Our IM Platform is designed to be simple, allowing

an unobtrusive user experience. We want our clients

to become advocates for the business and we are

committed to working with them to reﬁne our pre and

post monetisation processes. Through continuous

communication our client-facing teams can build

established relationships that ensure we understand

and meet their business needs. This includes receiving

regular feedback about our processes and product

solutions and enhancing them to ensure they are best

in class and continue to evolve as our customers

business and the commercial environment changes.

Every piece of feedback from prospective clients

is also vital. We believe wholeheartedly in our

proposition, and every client we onboard strengthens

this belief. Ensuring that we reﬂect the issues which

potential clients face and that our proposition is

articulated appropriately is crucial to ensuring we

realise our potential.

Inventory funders

Inventory funders are essential to our business, and the

ecosystem we support as providers of the IM Platform

and inventory servicers. We are focused on creating

a new asset class in which funders can conﬁdently

invest in inventory. Where required we have and will

evolve our business model to ensure we are reﬂecting

the feedback and views of current and prospective

funders, and regulators. An example of this evolution

is the issuance by the Italian stock company of the

IM Bond subscribed to by global players in the asset

management industry through a funding commitment

of €3.5 million.

White-Label Banks

On 3 January 2024 the commitment for the ﬁrst

White-Label IM transaction with BBPM, was announced.

This transaction has taken longer than expected to

deliver due to the complexities of securing a remarketer

for this speciﬁc inventory. As explained earlier,

Supply@ME and BBPM have been working together

to overcome the requirement of a speciﬁc remarketer

for each IM transaction originated. Supply@ME has

provide a proposed solution with the help of its legal

advisors and is currently waiting for the approval from

BBPM in order to move the project forward into the

next stage with the initial client discussed and another

potential client identiﬁed by BBPM which a diﬀerent

inventory type.

20 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Financial Review

Continuing operations

Revenue from continuing operations

Operating loss from continuing operations before impairment charges

and fair value adjustments

Fair value adjustment to investments

Impairment charges – intangible assets

Impairment charges – trade and other receivables

Operating loss from continuing operations

Finance costs

Loss before tax from continuing operations

Income tax

Loss after tax from continuing operations

Discontinuing operations

Loss from discontinued operations

Total loss for the year

Total basic and diluted loss per share ("EPS")

2024

£000

129

(2,329)

(284)

(48)

(270)

(2,931)

(131)

(3,062)

139

(2,923)

2023

£000

158

(3,625)

(68)

(384)

(4,077)

(83)

(4,160)

(185)

(4,345)

Movement

Pence

0.0030

(29)

1,296

(216)

336

(270)

1,146

(48)

1,098

139

1,237

185

1,422

Movement

£000

2024

Pence

(0.0043)

2023

Pence

(0.0073)

21 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Financial Review

The Group’s consolidated ﬁnancial statements for

the year ended 31 December 2024 (“FY24”) have

been prepared in line with UK adopted International

Accounting Standards (“IAS”). In the comparative year

ended 31 December 2023 ("FY23"), the operations

of TradeFlow Capital Management Pte. Limited

("TradeFlow") continued to be classiﬁed as discontinued

operations and assets held for resale in line with the

requirements of IFRS 5 ("Non-current Assets Held for

Sale and Discontinued Operations") from 1 January

2023 until the date of completion of the disposal of the

Company’s 81% stake in the ownership of TradeFlow

(the "TradeFlow Restructuring"), being 30 June 2023.

The table above provides a break down of the Group’s

revenue from Inventory Monetisation activities during

FY24. Revenue is recognised in accordance with IFRS

15 ("Revenue from Contracts with Customers") and

more details on the Group's revenue recognition

policies can be found in the note 2 to the Group’s

consolidated ﬁnancial statements for the year ended

31 December 2024.

In line with IFRS 15 ("Revenue from Contracts with

Customers") the Group recognised the due diligence

revenues when the due diligence services have been

delivered and the Group’s performance obligation has

been satisﬁed. During FY24, the Group has continued

to carry out, and charge for due diligence activities, and

the £55,000 recognised as revenue reﬂects the value

of those due diligence activities completed during FY24

(FY23: £94,000).

Following the ﬁrst Italian IM transactions during 2022,

2023 and at the end of 2024, which were facilitated using

the Group’s Platform, the Group recognised Inventory

Monetisation fees of £74,000 during FY24 (FY23:

£64,000). These fees related to the following activities:

1. Origination fees - the origination of the contracts

between the client company wishing to have their

inventory monetised and the independent stock

company that purchased the inventory from the

client company. In line with IFRS 15 (“Revenue from

Contracts with Customers”) the Group recognised

1. these revenues at the point in time they are due to

be received from the client;

2. IM Platform usage fees - usage of the Group’s IM

Platform, under a Software as a Service ("SaaS")

contract, by the independent stock company to

facilitate the purchase of the inventory from the

client company. In line with IFRS 15 ("Revenue from

Contracts with Customers") the Group recognised

these revenues over the time period they related

to; and

3. IM service fees - the support and administration

activities, such as the monitoring of the inventory

purchased, that the Group performs in connection

with the use of the Group’s IM Platform. In line with

IFRS 15 ("Revenue from Contracts with Customers")

the Group recognised these revenues over the time

period they related to.

These revenues are expected to grow in future

accounting periods in line with expected growth in both

the number of IM transactions that are facilitated using

the Group’s IM Platform and, the quantum of inventory

monetised by the independent stock companies per

transaction, increases.

Operating loss from continuing operations before

impairment charges and fair value adjustments

Over the course of 2024, the Group’s main activities

have been focused on:

> Continued improvement of the processes and

workﬂows required for due diligence, monitoring

and reporting of the inventory monetised over the

IM Platform, as well as to support the sale and

purchase of the inventory using the IM Platform.

> Collaboration with BBPM and the initial White-Label

client company identiﬁed by BBPM to work towards

the ﬁnalisation of the framework needed to deliver

the Group’s ﬁrst White-Label IM transaction and

wider White-Label go-to-market strategy. This has

included working towards ﬁnding a proposed

solution to avoid the requirement for a speciﬁc

remarketer for each individual IM transaction.

> Discussing with a number of diﬀerent potential

inventory funders who have shown interest in the

Group’s business model and to gain a detailed

understanding / explore options for funding this

new asset class. These activities have been set out

in more detail earlier in the strategic report section

of the 2024 Annual Report and Accounts, and most

recently included the working with one of the Italian

stock companies to issue a bond valued up to €5

million, of which €3.5 million has been subscribed,

resulting in the delivery of one IM transaction at the

end of 2024 with a new client company from the

Group’s pipeline and one additional IM transaction

early in 2025 with an existing client company.

Revenue from continuing operations

Revenue

Due Diligence fees

Inventory Monetisation fees

Total revenue from

continuing operations

2024

£000

129

2023

£000

158

Movement

£000

(39)

(29)

22 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Financial Review

> Managing the extremely challenging cashﬂow

situation that arose over the year due to the

continued under performance of TAG against its

contractual funding commitments outlined in the

£3.5 million top-up unsecured shareholder loan

agreement dated 28 September 2023 and amended

on 30 September 2024 (“Top-Up Shareholder Loan

Agreement”). As a result of this, a new equity capital

raise was completed in May 2024 which raised gross

proceeds of £1,552,500. Additionally, towards the

end of 2024, it became apparent that a new source

of funding needed to be identiﬁed by the Board in

order to mitigate the risks being created due to the

continued under performance by TAG. This resulted

in the Group announcing a new funding facility with

Nuburu in March 2025, which was then amended

in June 2025 and August 2025 following various

challenges facing Nuburu in complying with the

original payment schedule. These amendments

provided updated committed payment dates which

aligned with actions being taken by Nuburu to

raise capital to allow it to complete its strategic

investments and meet its commitment to the

Company under the new funding facility.

The Group recorded an operating loss from continuing

operations before impairment charges and fair value

adjustments for FY24 of £2,329,000 (FY23: £3,625,000

loss). The major contributing factors that resulted in the

reduction of the operating loss from continuing

operations before impairment charges and fair value

adjustments of £1,296,000 are described below:

> an aggregate decrease in the loss from gross proﬁt

and administration expenses of £1,482,000 from

£4,123,000 recognised in FY23, compared to

£2,641,000 recognised in FY24. This decrease

largely resulted from focused cost saving eﬀorts by

the Group that were initially implemented during

2023, and which continued and increased

throughout 2024. These cost saving eﬀorts were

required due to the cash ﬂow pressures resulting

from the delayed contractual funding amounts due

to the Group as explained above. Explanations as

to the main areas of cost saving or reduced

expenses during FY24 are as follows:

> Professional and legal fees reduced by

£926,000 or 60% during FY24 compared to

FY23 as management made an eﬀort to bring

certain activities in house, together with the

fact that there were less corporate activities

undertaken compared to during 2023;

> Staﬀ costs reduced by £219,000 or 12% during

FY24 compared to FY23 as certain staﬀ

members who left either during 2023 or 2024

were not replaced;

> Contractor costs reduced by £142,000 or 66%

during FY24 compared to FY23 as the Group

ended certain agreements with contractors

during the second half of 2023 as the speciﬁc

activities that were being worked on came to

an end;

> Long-term incentive plan (“LTIP”) costs reduced

by £120,000 or 92% during FY24 compared to

FY23 due to certain staﬀ members leaving and

a true up adjustment recognised during 2024

to reﬂect the Board’s judgement that the non

market vesting condition included in the May

2023 LTIP plan relating to the amount of

inventory to be monetised by the Group was

unlikely to be met over the relevant

performance period;

> Amortisation of the internally developed IM

Platform costs reduced by £69,000 or 93%

during FY24 compared to FY23 due to less

costs capitalised during the course of 2024.

This largely reﬂected the fact that the Group

continued to focus on Italy for which the

standard contract legal framework for Open

Market IM transactions is now in place. The

costs that were capitalised related to those

incurred in developing the contractual and

legal framework relating to the Group’s

White-Label oﬀering, for which the ﬁrst

transaction is yet to be completed and is

expected to be with BBPM; and

> When the Group has suﬃcient cash balances in

the future, management will look to increase

some of the above costs again in order to

support and drive growth and expansion.

> A decrease of £186,000 in other operating income

recognised during FY24 of £312,000 compared to

£498,000 recognised during FY23. The explanation

for this decrease is set out as follows:

> During FY23 £376,000 of the operating income

recognised arose as a result of a settlement

agreement reached with an existing supplier to

reduce the total amount payable by the Group

in exchange for payment of a lower agreed

amount by a speciﬁc date. There was no similar

balance recorded in FY24; and

> The other operating income recognised in FY24

related to £312,000 of interest income accrued

from late payments due from TAG. These

funding arrangements with TAG are set out in

more detail in notes 5 and 28 to the Group’s

consolidated ﬁnancial statements for the year

ended 31 December 2024. As detailed below

an impairment charge of £270,000 was also

recognised by the Group during FY24 in

relation to these amounts.

23 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Financial Review

The Group’s internally developed IM platform was

impaired by an amount of £48,000 during FY24 in line

with the requirements of IAS 36 ("Impairment of

Assets") (FY23: £384,000). This reﬂects the material

uncertainty identiﬁed in the Group's going concern

statement with respect to both the future timing and

growth rates of the forecast cash ﬂows arising from the

use of the internally developed IM Platform intangible

asset. The reduction in the impairment charges in FY24

compared to FY23 reﬂects the fact that no contractual

frameworks for new geographical regions needed to be

developed during 2024 and the standard Italian

contractual framework now being in a more stable

state. The costs capitalised by the Group during 2024

largely related to developing the contractual and legal

framework relating to the Group’s White-Label oﬀering.

The impairment charges from continuing operations

of £270,000 recognised during FY24 (FY23: £nil) related

to the impairment of trade and other receivables,

speciﬁcally the full receivable balance due from TAG

as at 31 December 2024 that related to late payment

interest on the Top-Up Shareholder Loan Agreement.

These impairment charges were recognised given the

latest information that the Board has regarding the

ﬁnancial position of TAG, as at 31 December 2024 which

included:

> the auditors of TAG disagreeing with the going

concern assumptions that had been used in the

preparation of the TAG’s latest ﬁnancial statements

for the year ended 31 December 2023;

> as a consequence of the above point, TAG elected

to apply for a restructuring procedure as is

allowable under Italian company law; and

> following on from this, on 7 August 2025 TAG

entered into a formal liquidation process under

Italian insolvency law. The Company understands

that TAG is currently attempting to halt the

liquidation process and return to the restructuring

procedure referred to above.

The fair value adjustment to the investment in

TradeFlow of £284,000 recognised during FY24 (FY23:

£68,000) reﬂects the adjustment recorded as at 31

December 2024 to fully reverse the remaining fair value

of the 19% investment in TradeFlow held on the balance

sheet at this date. This reﬂected the lack of regular

TradeFlow ﬁnancial information available to the Group

and also the increase in TradeFlow’s underlying net

liabilities that had been observed since the TradeFlow

Restructuring was completed. This compares to the

adjustment recorded as at 31 December 2023 which

was based on the movement in TradeFlow’s net

liabilities between the date of the TradeFlow

Restructuring and 31 December 2023.

Discontinued Operations included in FY23

As detailed above, the TradeFlow operations had been

classiﬁed as discontinued operations and assets held

for resale in line with the requirements of IFRS 5

("Non-current Assets Held for Sale and Discontinued

Operations") in the six month period ended 30 June

2023. Following the date of completion of the TradeFlow

Restructuring, being 30 June 2023, the Company’s

ownership in TradeFlow reduced from 100% to 19%.

As a result, from this date, the results of the TradeFlow

operations are no longer included within the Group’s

consolidated ﬁnancial income statement and the assets

and liabilities of TradeFlow, including the intangible

assets acquired on the acquisition of TradeFlow in July

2021, are no longer included with the consolidated

assets and liabilities of the Group.

Instead, following 30 June 2023, the fair value of the

remaining 19% ownership in TradeFlow is recognised

as an investment in the Group’s balance sheet. As at 31

December 2024, this remaining investment in

TradeFlow had a fair value of £nil following the fair

value adjustment detailed above (31 December 2023:

£284,000).

Details of the results and net cash ﬂows from the

TradeFlow operations which were classiﬁed as

discontinued operations in FY23 are set out in detail

in note 26 to the Group’s consolidated ﬁnancial

statements for the year ended 31 December 2024.

Contractual funding facilities agreed with TAG

During FY24, while TAG continued to under perform

against the Top-Up Shareholder Loan Agreement,

TAG did perform against its other contractual funding

commitments to the Group, albeit on a delayed basis.

A total of £1,322,000 was received by the Group from

TAG during FY24 including:

Impairment charges and fair value adjustments

from continuing operations

Impairment charges –

intangible assets

Impairment charges –

trade and other receivables

Fair value adjustments

on investments

Total

(48)

(270)

(284)

(602)

(384)

(68)

(452)

336

(270)

(216)

(150)

2024

£000

2023

£000

Movement

£000

24 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Financial Review

> The remaining £550,000 that was due to the

Company in respect of the TAG Unsecured Working

Capital Facility that was initially agreed on 28 April

2023, and subsequently amended on 30 June 2023

(FY23: £250,000). Following this, the full amount of

£800,000, that had been drawn down by the

Company, had been fulﬁlled by TAG. This facility

was repaid by the Company in March 2024, through

the issue of 1,500,000,000 new ordinary shares

issued to TAG in exchange for the repayment of the

principal amount due. These new ordinary shares

issued had a ﬁxed subscription price of 0.053 pence

per share; and

> Amounts totalling £772,000 that were due to the

Company in respect of the £2,000,000 receivable

that was assumed by TAG as a result of the

TradeFlow Restructuring completed on 30 June

2023 (FY23: £1,228,000). Of this amount, £570,000

was received in cash (FY23: £771,000) and the

remaining £202,000 was received by way of oﬀset

against amounts owed by the Group to TAG (FY23:

£36,000).

The delays in the payments due to the Group from TAG

continued to put signiﬁcant cashﬂow pressures on the

Group during 2024 and has been extremely challenging

for the management team and the Board to navigate.

The Board has continually monitored the payments

received from TAG and the representations made to

them by TAG, via Alessandro Zamboni, in respect of

payments that were overdue.

During May 2024, the Group undertook a new equity

capital raise to help mitigate the risks of the late

payments by TAG. Additionally, towards the end of

2024, it became apparent that a new source of funding

needed to be identiﬁed by the Board in order to

mitigate the increasing risks being created due to the

continued under performance by TAG. This resulted

in the Group announcing a new funding facility with

Nuburu in March 2025 which was then amended in June

2025 and August 2025 following various challenges

facing Nuburu in complying with the original payment

schedule. Further details of this new funding facility and

the payments received to date can be found in note 30

to the Group’s consolidated ﬁnancial statements for the

year ended 31 December 2024.

New Equity Subscription Agreement

On 14 May 2024, the Company entered into a new

equity subscription agreement with a UK investment

ﬁrm, pursuant to which the UK investment ﬁrm

committed to subscribe for 9,000,000,000 new ordinary

shares of nominal value £0.00002 each (the

"Subscription Shares"), on behalf of its private clients,

at 0.01725 pence per Subscription Share (the "New

Equity Subscription Agreement"). The issue of the

Subscription Shares raised gross proceeds of £1,552,500

(or £1,428,300 net of an 8% commission charge).

These Subscription Shares were admitted to standard

segment of the Oﬃcial List of the Financial Conduct

Authority and to trading on the main market for listed

securities of the London Stock Exchange on 28 May

2024.

Cash ﬂow

The Group increased its net cash balance (prior to any

foreign exchange diﬀerences on consolidation) by

£29,000 during FY24 (FY23: £575,000 decrease) due to

a combination of the following cash inﬂows and outﬂows:

> cash inﬂow of £1,413,000, net of commission and

other issue costs paid in cash, during FY24 from the

issue of new ordinary shares under the New Equity

Subscription Agreement referred to above;

> inﬂows of £772,000 during FY24 from TAG in

relation to the repayment of the outstanding cash

consideration that was due, and which had been

assumed by TAG, as a result of the TradeFlow

Restructuring; and

> inﬂows from long-term borrowing of £374,000

net of cash repayments, predominantly due to

amounts received under the amended TAG

Unsecured Working Capital Facility during FY24,

less the cash repayments made during FY24

in relation to the other long-term bank borrowings

held by the Group.

These net cash inﬂows were then oﬀset by the following

items:

> net outﬂows from operating activities of £2,496,000

(FY23: £3,633,000 net outﬂow); and

> net outﬂows due to net movements in non-current

assets of £34,000 during FY24, being the increased

investment in the Group’s IM Platform of £53,000

(FY23: £458,000) oﬀset by the write oﬀ of other

non-current assets of £19,000 (FY23: £nil).

25 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Financial Review

Net liabilities

As at 31 December 2024 net liabilities of the Group

were £4,246,000 (31 December 2023: net liabilities of

£3,807,000).

The £439,000 decrease in net liability position at 31

December 2024 compared to 31 December 2023 is due

to the following:

> the increase in cash and cash equivalents of

£29,000 during FY24 as a result for the factors

referred to in the cash ﬂow section above;

> an increase in the trade and other receivables of

£62,000 as at 31 December 2024. This was largely

due to an increase in trade receivables as at 31

December 2024, all of which was received post 31

December 2024;

> a decrease in trade and other payables of £95,000

as at 31 December 2024, largely as a result of an

eﬀort to settle a number of the balances

outstanding at 31 December 2023 using the cash

inﬂows received during ﬁrst half of 2024, oﬀset by

balances increasing again in the second half of the

year due to cashﬂow challenges experienced by the

Group; and

> A decrease in long-term borrowings of £476,000 as

at 31 December 2024, due to the repayment of the

TAG Unsecured Working Capital Facility during

FY24, the balance of which was £250,000 as at 31

December 2023, and the continued repayment of

the long-term loan facility in place with Banco BPM

S.p.A via the Group’s subsidiary, Supply@ME

Technologies S.r.l.

These increases in assets / decreases in liabilities

compared to 31 December 2023 were then oﬀset by:

> the decrease in the receivable from related party

of £795,000 to £52,000 as at 31 December 2024

compared to £847,000 as at 31 December 2023,

largely due to the repayments totalling £772,000

received from TAG during FY24 in relation to the

outstanding consideration that was due, and which

had been assumed by TAG, as a result of the

TradeFlow Restructuring;

> the decrease in the fair value of the remaining

19% investment in TradeFlow of £284,000 to £nil

as at 31 December 2024. This fair value adjustment

reﬂects the lack of regular ﬁnancial information

provided by TradeFlow and the worsening of the

underlying net liability position of TradeFlow that

has been seen since the TradeFlow Restructuring

was completed; and

> other small movements which net to an overall

increase in net liabilities of £22,000 as at 31

December 2024.

Going Concern

The Board's assessment of going concern and the

associated key considerations are set out in the note 2

to the Group’s consolidated ﬁnancial statements for the

year ended 31 December 2024. Due to the continued

low level of revenue recognised during FY24, this led to

another year of losses for the Group which is the ﬁfth

year in a row since the reverse take over in March 2020

which saw the Supply@Me Group listed on the standard

list of the main market in London. This together with

speciﬁc risks connected to the committed funding from

Nuburu that a) is yet to be fully received and b) requires

certain shareholder and regulatory approvals to be

obtained to avoid repayment in cash, has led to the

Directors identifying certain material uncertainties in the

going concern assumption used to prepare the Group’s

consolidated, and stand alone Company, FY24 ﬁnancial

statements.

Related Parties

Note 28 to the Group’s consolidated ﬁnancial

statements for the year ended 31 December 2024

contains details of the Group’s related parties.

Subsequent events

Note 30 to the Group’s consolidated

ﬁnancial statements for the year ended

31 December 2024 contains details

of all material subsequent events

post 31 December 2024.

Net cash ﬂows from operating activities

Net cash ﬂows from investing activities

Net cash ﬂows from ﬁnancing activities

Net movement in cash and

cash equivalents

Foreign exchange diﬀerences to cash and

cash equivalents on consolidation

Cash and cash equivalents at 1 January

Cash and cash equivalents as at

31 December

2024

£000

2023

£000

(3,633)

446

2,612

(575)

(1)

581

(2,496)

738

1,787

26 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Environmental, Social and Governance Review

During 2024 the Group continued to recognise the

importance of considering and managing its impact

on society and the environment as well as protecting

and developing the business’s long-term value for its

shareholder base. Supply@ME recognise that the

Group has the ability to have a positive impact and

intends to continue to develop its approach.

Consideration has being given to the Environmental,

Social and Governance (“ESG”) impacts of the business

as its builds its track record of successful IM

transactions executed over its Platform.

Environmental

Company aspiration

The aspiration’s for the Company’s environmental

impact stated in its previous annual reports remains

consistent during 2024:

> Continue to keep energy consumption as low as

possible, exploring ways to reduce or oﬀset this as

the business grows.

> Continuing to utilise technology to avoid

unnecessary travel, especially given the staﬀ and

directors are based in a number of diﬀerent

locations.

> Continuing to build on voluntary disclosure,

considering the impact and business supply chain

in particular scope 3 emissions tracking and

calculation.

2024 update

As required by the Companies Act 2006 (Strategic and

Directors Report) Regulations 2013 and the Companies

(Directors’ Report) and Limited Liability Partnerships

(Energy and Carbon Report) Regulations 2018 the

Directors have reviewed the Group energy consumption

and associated emissions. This review was based on

an external assessment of the Company’s energy use

conducted in April 2022, since which point the

workforce and locations of the Company has decreased

leading the Company to be conﬁdent of continuing

to assess itself as a low energy user. The Group uses

signiﬁcantly less than 40MWh of energy per year and

is therefore classed as a “low energy user” by the

regulations, as a consequence of which it is exempt

from reporting annual emissions, energy use and an

intensity ratio.

Below is voluntary reporting to provide more detail

of this assessment and aspirations for the future.

Scope 1 emissions and associated energy usage

These emissions are directly related to combustible fuel,

used for heating company premises and / or powering

company owned vehicles. The UK and Italian businesses

are remote ﬁrst and do not own or lease oﬃces.

At times desk sharing spaces or managed oﬃces are

rented for company meetings. The business does not

own vehicles and focuses on using technology as

a means of communication which limits business travel,

for example all 2024 Board meetings having taken place

via video conference with the exception of the 2024

AGM which was held in London in order to give

shareholders the chance to attend in person.

Scope 2 emissions and associated energy usage

These emissions relate to electricity and / or heat

supplied to an organisation. No part of the organisation

is directly supplied with or pays for electricity.

Scope 3 emissions

These emissions are the result of activities from assets

not owned or controlled by the reporting organisation,

but that the organisation indirectly aﬀects in its value

chain. As outlined below as a FinTech company

Supply@ME relies on technology to deliver both its

platform and corporate services. The business used the

Microsoft Suite (Azure, Oﬃce 365) who are committed

to sustainability, including becoming carbon negative

by 2030. Supply@ME will look to further develop

reporting in this area as the business starts to scale.

Social Capital

Company aspiration

Supply@ME aims to have a positive impact on society

and will continue to illicit feedback from our key

stakeholders on mechanisms through which to achieve

this aim.

2024 update

The Group’s Platform, by its nature, helps businesses

to free up working capital earlier in their production

or sales cycle through the facilitation of Inventory

Monetisation transactions. Inventory Monetisation

also allows trading businesses to buy and hold more

inventory in warehouse, potentially resulting in fewer

deliveries (facilitating a lower carbon footprint from

reduced supplier haulage).

The business has continued to take a proactive

approach to data protection recognising the importance

of data management as the business grows.

Human Capital

Company aspiration

Continue to build a diverse, inclusive organisation which

oﬀers opportunities for growth and development for all

employees and contractors.

27 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Environmental, Social and Governance Review

2024 update

Attrition has been higher in 2024 and early 2025 that in

previous years primarily due to the delays in receipt of

corporate funding, which as outlined earlier has

resulted in late payments of salary to the employee and

director population. Through this challenging time for

the Group and its employees the Board and leadership

team focused on doing what it could to retain the core

members of the team to ensure business continuity.

Supply@ME’s equal opportunities policy aims to ensure

that the work environment is free from direct and

indirect discrimination on the grounds; of race, sex,

disability, sexual orientation, gender reassignment,

marriage or civil partnership, pregnancy or maternity,

religion or belief or age, and enables everyone to

achieve their potential.

Having a global mindset, being collaborative and

embracing diﬀerences are fundamental to our

corporate culture. They run deeply through our

people practices, including in recruitment, performance

management and development of the team. In addition

to the behaviours of innovation and focusing on

delivery.

Business Model and Innovation

Company aspiration

Robust, Systematic ESG assessment of potential users

of our Platform to become a core element of due

diligence.

2024 update

Supply@ME aims to have a positive impact on the

environment, society and our stakeholders. During

2024 the Company has continued to assess potential

inventory funders overall ESG strategy and appetite

to ensure potential client companies ESG impact is

being taken into consideration during the onboarding

and due diligence process. This allows potential

inventory funders to be informed of the client

companies ESG assessment which will enable them

to take a proactive approach to ESG management and

client company selection. To support the ESG

assessment made during the due diligence phase,

details are requested from clients in respect of their

ESG policies, frameworks and risk assessments.

This feedback compliments the consideration given

to a potential client's jurisdiction, size and industry.

This information can then be shared with potential

inventory funders.

Leadership and Governance

Company aspiration

Further development and disclosure of proactive

internal risk management processes in line with

business growth.

2024 update

The Company is a listed business which complies

with the QCA Corporate Governance Code.

Risk is considered at least quarterly by the Board

after assessment by the leadership team using the

COSO (Committee of Sponsoring Organizations of the

Treadway Commission) framework. Highest and most

increased risks are reported to the Board and suitable

mitigations are considered. Legal advice and guidance

are sought from external experts, as and when

required.

28 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Sustainability Reporting

We are committed to providing information about

climate-related risks and opportunities that are relevant

to our business. As outlined on the previous pages

we are evolving our ESG strategy and governance

framework, to take account of these risks and

opportunities whilst balancing this with the current

business environment. Below are our climate related

disclosures aligned with the requirements of LR 9.8.6R

by including disclosures consistent with the Task Force

on Climate-Related Financial Disclosures ("TCFD")

recommendations and disclosures. We have also

included how this related to the Department for

Business, Energy & Industrial Strategy ("BEIS")

mandatory climate-related ﬁnancial disclosure

requirements under the Companies (Strategic Report)

(Climate-related Financial Disclosure) Regulations 2022.

Additionally, we reference IFRS S1 General Requirements

for Disclosure of Sustainability-related Financial

Information.

Our disclosures are not yet at the level consistent with

the requirements however the Board will be working

towards compliance when they have the resources

available to engage the external help required. Given

the cash constraints the Company has been under

during 2024, and to date in 2025, limited progress

has been made in this area as other priorities needed

to be addressed ﬁrst with the resources that were

available. As the businesses track record and revenue

ﬂow increases, the Board will looks to address and

remediate, where necessary, the areas in which it is

not yet compliant.

The team and Board were involved

in developing and approving the

approach and consideration given

to ESG. It is governed through the

Company’s risk management

approach and quarterly risk

reporting to the Board and as

outlined in the Principal Risks and

Uncertainties section on page 33.

TCFD and BEIS Disclosures

TCFD Recommendation BEIS Disclosure Commentary

Governance

a) Describe the Board’s oversight

of climate-related risks and

opportunities.

b) Describe management’s role

in assessing and managing

climate-related risks and

opportunities.

a) A description of the governance

arrangements of the Company in

relation to assessing and managing

climate-related risks and

opportunities.

Partially Compliant

29 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Sustainability Reporting

The Company and Group does not

consider there to be any material

climate related risks and therefore

no material climate related impacts

that require disclosure.

The Supply@ME IM Platform and

the Group operate as a remote ﬁrst

organisation and both are reliant

on cloud based technology.

Technology by its nature is reliant

on electricity. The Supply@ME IM

Platform is based in an Azure

environment and the Group’s main

technology infrastructure is

Microsoft based. Microsoft has a

clear sustainability strategy focused

on carbon, water, waste and

ecosystems.

If global safeguards for energy

security are not implemented there

could be a risk to the business due

to a lack of suitable energy sources.

Environmental risk is also

considered as part of the Group's

ESG approach on pages 26-27.

Strategy

b) Describe the impact of

climate-related risks and

opportunities on business,

strategy and ﬁnancial planning.

opportunities.

c) Describe the resilience of the

strategy, taking into consideration

diﬀerent climate-related scenarios,

including a 2°C or lower scenario.

(d) A description of: (i) The principal

climate-related risks and

opportunities arising in connection

with the operations of the

Company. (ii) The time periods by

reference to which those risks and

opportunities are assessed.

Partially Compliant

e) A description of the actual and

potential impacts of the principal

climate-related risks and

opportunities on the business

model and strategy of the

Company.

Partially Compliant

f) An analysis of the resilience of

the business model and strategy

of the Company, taking into

consideration of diﬀerent

climate-related scenarios.

Does not comply

a) Describe the climate-related

risks and opportunities identiﬁed

over the short, medium and long

term.

30 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Sustainability Reporting

TCFD Recommendation BEIS Disclosure Commentary

Climate related risk is embedded

into our overall risk management

approach, detail of this can be

found on page 33.

Additional details of the Company's

approach to environmental impact

can be on page 26.

Risk Management

b) Describe the processes for

managing climate-related risks.

c) Describe how processes

for identifying, assessing, and

managing climate-related risks

are integrated into overall risk

management.

(b) A description of how the

Company identiﬁes, assesses, and

manages climate related risks and

opportunities

Partially Compliant

c) A description of how processes

for identifying, assessing, and

managing climate-related risks are

integrated into the overall risk

management process in the

Company

Partially Compliant

a) Describe the processes for

identifying and assessing

climate-related risks.

The Board considers Supply@ME

as a low energy user, using less

that 40MWh per annum. Detail of

the Company's energy use is

provided on page 26, including

commentary around Scope 1, 2

and 3 emissions.

As there are no material climate

related risks identiﬁed at this time

no other speciﬁc targets are set in

relation to climate risk. The

Company’s aspirations in this

regard can be seen on page 26.

Aspirations around the Company’s

approach to climate related risks

can be found in the ESG section of

this report on page 26-27.

Metrics and targets

b) Disclose Scope 1, Scope 2, and, if

appropriate, Scope 3 greenhouse

gas (GHG) emissions, and related

risks.

c) Describe the targets used to

manage climate-related risks and

opportunities and performance

against targets.

(h) The key performance indicators

used to assess progress against

targets used to manage

climate-related risks and realise

climate-related opportunities and a

description of the calculations on

which those key performance

indicators are based.

Does not comply

(g) A description of the targets used

by the Company to manage

climate-related risks and to realise

climate-related opportunities and

of performance against those

targets.

Does not comply

a) Disclose the metrics used to

assess climate-related risks and

opportunities in line with the

strategy and risk management

process.

31 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Sustainability Reporting

Metric IFRS reference Description Commentary

See ESG section on page 26-27 and

metrics and targets section of TCFD

report.

Scope 1, 2 and 3 GHG emissions

reported on an absolute, gross

basis and expressed as metric

tonnes of CO2 equivalent.

GHG emissions S2.29(a)

The increased level of reporting

on climate related risks requires

specialist knowledge which the

Company may need to purchase

from external providers or hire to

improve compliance. This is a cost

the Company currently has limited

ability to sustain. Improvements in

this area will be invested in as the

Company increases its cash and

revenue ﬂow.

The amount and percentage of

assets or business activities

vulnerable to climate-related

transition risks.

Transition risks S2.29(b)

The Supply@ME team work

remotely, there is a risk that acute

weather events could aﬀect

individual team members ability

to contribute in the short term.

The dispersed nature of the team

should be a mitigant. The cloud

based nature of the product and

working practices should reduce

impact of physical risks.

The amount and percentage of

assets or business activities

vulnerable to climate-related

physical risks.

Physical risks S2.29(c)

Due diligence activites carried out

in respect of client companies takes

into consideration their speciﬁc

ESG proﬁle. This could enable

inventory funders with interest in

speciﬁc ESG proﬁles to proactively

select inventory from companies

which match their interest.

The amount and percentage of

assets or business activities aligned

with climate-related opportunities.

Opportunities S2.29(d)

Cross-Industry Climate Metrics Overview

In compliance with the IFRS required sustainability related ﬁnancial disclosures:

32 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Sustainability Reporting

Metric IFRS reference Description Commentary

Given the current cost constraints

the Group has faced since it listing

in 2020 it has not been a priority

of the Board to invest in this area,

particularly given the small and

remote nature of the Group. This

will be something that the Board

will look to provide investment into

when the time is right and the

Group as resources available to

deploy to cover this area.

The amount of capital expenditure,

ﬁnancing or investment deployed

towards climate-related risks and

opportunities.

Capital deployment S2.29(e)

This is not currently taken into

consideration due to the low

carbon requirements of the

Company.

Explain whether and how the

Company applies a carbon price

in decision-making (for example,

investment decisions, transfer

pricing and scenario analysis);

and the price (per metric ton)

used to assess the cost of its

GHG emissions.

Internal carbon prices S2.29(f)

This is not currently factored into

remuneration, consideration will be

given to this as the Company and

Group grows.

Describe whether, how and to what

extent (by % of remuneration in the

current period) climate-related

considerations are factored into

executive remuneration.

Remuneration S2.29(g)

33 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Principal Risks and Uncertainties

The Board considers the principal risks faced by

the Group primarily through the application of

the COSO (Committee of Sponsoring Organizations

of the Treadway Commission) framework at least

once a quarter. The leadership team take a bottom-up

internal self-assessment approach to assessing risks

across all areas of the business in line with the COSO

framework. Consideration is given to perceived risk

with regard to impact, likelihood, vulnerability and

velocity. The identiﬁed risks are then reviewed and

assessed centrally, key risks to the business are

managed and mitigated. The key risks together with

any signiﬁcant changes to the risks and / or mitigations

to these risks are then presented to the Board and

Audit Committee.

The most signiﬁcant risks and uncertainties the Group

faces are listed in the table below, categorised by the

principal risk, together with the approach that has been

taken to manage the impact of this risk on the Group,

any changes to the risk proﬁle since the reporting

included in the 2023 Annual Report and Accounts,

and an assessment of the importance of this risk

considering the likelihood and impact of it post the

mitigating actions.

34 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Principal Risks and Uncertainties

Strategic Risk

Strategic risk is deﬁned as the failure to build a sustainable, diversiﬁed and proﬁtable business that can successfully

adapt to environment changes due to the ineﬃcient use of Group’s available resources.

Business Model and Strategic Competition

Movement since 2023 Unlikely

During 2024 this risk has increased

due to the length of time it is taking

to fully establish the business model

and in particular the sourcing

of a reliable and signiﬁcant pool

of inventory funding to support the

inventory monetisation model in

a ﬂexible manner.

The delays in sourcing a reliable pool

of funding for inventory monetisation

transactions is impacting the Group’s

ability to build and sustain as strong

a client company pipeline as in the

past.

The delays to the launch of the

White-Label oﬀering with BBPM has

also contributed to the increased risk

in this area, and the Group hopes this

can be addressed during 2025.

Principal Risk How are we mitigating this risk?

Change in principal risk since 2023

The Group’s business model is that of

an innovative Platform for inventory

monetisation, aiming to capitalise

upon market developments where

supply chains may be placed under

pressure.

As a new FinTech product there is risk

of limited market interest or on the

converse a competitive oﬀering being

created by another organisation

which outstrips our model or size.

The continued diversiﬁcation of the

business model to encompass a

variety of routes to market mitigates

some of this risk.

During 2024 the delivery to clients

with a range of diﬀerent business

models (as outlined earlier in this

Strategic Report) adds to the Group’s

competitive advantage, especially

against potential new entrants to the

market. The Group aims to continue

to build a pipeline of client companies

who can be serviced by the Group and

develop other structures to service a

variety of alternative business models

to continue to mitigate this risk.

The Group regularly monitors new

market entrants to keep abreast of

changes to this risk factor.

Increased

Current2023

Possible

Likelihood

Major

Current2023

Major

Impact

35 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Principal Risks and Uncertainties

Future development and strategy

Delivering new inventory

monetisation transactions during

2024 and early 2025 continues to

prove the long term strategy.

Client companies have been using the

platform for inventory monetisation

transactions since September 2022

and this also adds weight to this.

It must however be acknowledged

that the pace of growth continues

to be slower than anticipated and as

such the scalability of the business

model is still to be fully demonstrated.

This has resulted in the Directors

highlighting revenue growth, in terms

of timing and quantum, as one of the

material uncertainties within the

going concern statement set out in

the Group’s consolidated ﬁnancial

statements.

Principal Risk How are we mitigating this risk?

Change in principal risk since 2023

The Group is unable to build the

inventory monetisation Platform in

line with its strategy at a pace and

cost aligned to funding available and

revenue generation.

This risk will reduce as the Group’s

business model and product becomes

more established and a larger track

record of successful inventory

monetisation transactions can be

demonstrated.

Successful transactions having been

completed demonstrating that the

model works. The scalability however

continues to remain unproven, which

could aﬀect the Group’s ability to

increase revenues and proﬁt margins

in the future at the rate needed to

ensure success of the business.

The key to long-term business

growth remains the IM Platform.

The development of the product

roadmap has stalled in 2024 due to

the constraints on cash ﬂow due to

the under performance of the Group’s

contractual funding. With the new

funding facility with Nuburu having

been agreed in the ﬁrst quarter of

2025 a renewed focus is required on

developing the platform roadmap.

Maintained at same level

Movement since 2023

Possible

Current2023

Possible

Likelihood

Major

Current2023

Major

Impact

36 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Principal Risks and Uncertainties

Macro global and economic risks

The risk in this area has maintained

at the same level year on year due

to continued uncertainty in the

macro economic environment.

The uncertainty arising from

continued global conﬂict is having an

impact on overall business conﬁdence

which is also being felt by Supply@ME.

Principal Risk How are we mitigating this risk?

Change in principal risk since 2023

The current global macro

environment eﬀects all businesses,

including the Group, its client

companies and inventory funders.

2024 and early 2025 have been

tumultuous, the level of geopolitical

tension and the trade war being

waged by the US administration could

potentially aﬀect investor conﬁdence

and the success of businesses who

would be client companies of

Supply@ME, leading to a smaller

potential market.

The business is currently focusing on

clients based in the UK and Europe, Italy

in particular. This narrowing of focus

should mitigate some of the risk

inherent from the increased global

conﬂict. The fact that the transactions

happen with a stock company within the

same global jurisdiction as the client

company should also reduce cross

border trade risks. Additionally, the fact

that the Group has already developed

business models to service several

diﬀerent client company models should

also reduce the risk to the Group.

Maintained at same level

Inventory Funding Risk

Movement since 2023

The new strategic partnership with SFE

has started to show its beneﬁts

in mitigating this risk. However larger

pools of inventory funding are required

to ensure a stable and proﬁtable

business.

Principal Risk How are we mitigating this risk?

Change in principal risk since 2023

Key to the Suppy@ME business model is

the interest of funders to acquire

inventory and invest in the new model

for which Supply@ME provides pre and

post monetisation services.

If there is no interest, or reduced interest

by inventory funders to invest in this

asset class of inventory there is risk to the

Supply@ME business model.

During 2024 and early 2025 the IM Bond

structure which was implemented by one

of SFE's subsidiary companies enables

exposure to inventory as an asset class to

a broader range of investors by enabling

portions of the bond to be subscribed

too in an established structure.

This has proven to some degree the

model utilising SFE and its subsidiaries

which was introduced and explained in

the 2023 Annual Report and Accounts

and is shown on page 8 of this report.

The interest shown by BBPM in the

White-Label oﬀering also mitigates some

of this risk, although it would do so to a

far greater degree if the transaction had

not experienced the delays it had to date.

We hope to be able to address this

during 2025.

Maintained at same level

Movement since 2023

Possible

Current2023

Possible

Likelihood

Moderate

Current2023

Moderate

Impact

Possible

Current2023

Possible

Likelihood

Major

Current2023

Major

Impact

37 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Principal Risks and Uncertainties

Technological Advancements

Movement since 2023

During 2024 and to date in 2025 there

have been signiﬁcant changes to the

Supply@ME workforce. Further

expertise in technology will need to be

acquired by the Group to continue to

mitigate this risk. If Supply@ME can

eﬀectively leverage the beneﬁts of AI

and technological advancement it

could lead to competitive advantage.

Principal Risk How are we mitigating this risk?

Change in principal risk since 2023

Technology is advancing at a

phenomenal rate. The development of

and increased use of AI being one of

the recent most signiﬁcant. The

increased digitisation of assets is also

a relevant advancement.

As a Fintech business it is essential

that our technology and the team’s

knowledge of new technology use

cases keeps pace with the external

environment so that any new relevant

technologies can be included into the

IM Platform as eﬃciently and

eﬀectively as possible.

A growth mindset and innovation is

encouraged at Supply@ME across all

members of the team. This will help the

team and Group to stay abreast of new

technology and their use. In the future

as revenue grows the use of AI by the

Group in its product roadmap should be

explored.

Increased

Unlikely

Current2023

Possible

Likelihood

Moderate

Current2023

Moderate

Impact

Group Funding Risk

Delays in the receipt of contractually agreed

funding has continued to be extremely

challenging for the Group during 2024 and

to date in 2025. New sources of funding

were sought and established, speciﬁcally

the May 2024 equity raise and the

on-demand loan agreed with Nuburu in

March 2025 and which was subsequently

amended in June 2025 and August 2025

following Nuburu facing various challenges

in complying with the original payment

schedule. To date amounts totally USD

$2.95 million have been received by the

Company from Nuburu under the

on-demand loan agreement.

Principal Risk How are we mitigating this risk? Change in principal risk since 2023

The Company and the Group remain in

the early stage of development and

have not generated consistent

revenues from operations to date and

are not currently proﬁtable.

In addition, predicting the time frames

within which the Group will commence

the generation of consistent revenues

remains diﬃcult. As a result of the

current stage of development, the

Group has needed to rely on funding

from various sources.

The Company and its Board are

continually reviewing the cashﬂow

position of the Group and, as required,

will evaluate if additional funding facilities

are required and available to meet the

cash ﬂow, working capital and growth

needs of the Group.

Maintained at same level

Financial Risk

Financial risk takes into consideration risk resulting from the loss of capital. Consideration is given to liquidity,

market and credit risk.

Movement since 2023

Likely

Current2023

Likelihood

Major

Current2023

Major

Impact

Group Funding Risk (continued)

Taking into account the points above,

it is evaluated that the risk has

remained at the same signiﬁcant level

as during 2023. The impact of the

funding delays has been profound on:

> Our people, which increased the

risk of attrition and placed extra

work load on those team

members who have remained.

> Our third party suppliers, which

increased the risk of the Group

being unable to seek the external

expertise it required.

> Our ability to build the

technology infrastructure at a

pace originally planned.

This risk will remain high until the

Group is able to consistently generate

revenue which is suﬃcient to cover its

costs.

Principal Risk How are we mitigating this risk?

Change in principal risk since 2023

Despite continued conﬁdence in its

long-term strategic aims, the Directors

continue to recognise the challenges

the Group faces in securing funding

whilst it moves further towards

revenue generation.

During 2023 and 2024, the Group

experienced repeated delays in

delivery of contractual funding

commitments that had been entered

into with TAG (an entity ultimately

beneﬁcially wholly owned and

controlled by Alessandro Zamboni,

Chief Executive Oﬃcer of the

Company). These delays have also

continued during 2025 both from TAG

and Nuburu following the signing of a

new on-demand loan facility in March

2025 which was then amended in June

2025 and August 2025. It should be

acknowledged there is a continued risk

to the Group in terms of the relevant

counterparty being able to provide

funding in line with their contractual

commitments to the Group, and the

Group being able to obtain the

required regulatory and shareholder

approvals to allow repayment via

shares to be issued to Nuburu rather

than cash. These factors have resulted

in the Directors highlighting this as one

of the material uncertainties within the

going concern statement set out in the

Group’s consolidated ﬁnancial

statements.

In light of the under performance of

TAG against is contractual funding

commitments, the Board has carefully

monitored this position and has sought

updates on the situation from TAG, via

Alessandro Zamboni, at regular intervals.

The ﬁnance function have also kept very

tight control over the cash resources

available to the Group at any time.

The new on-demand loan facility

agreed with Nuburu in March 2025 to

provide USD $5.15 million funding to the

Company is designed to mitigate some

of this risk, however the late payments

experienced to date did not help in this

area. The Company has looked to

mitigate this risk by renegotiating the

agreement with Nuburu ﬁrstly on 10

June 2025, and secondly on 29 August

2025, in order to align the updated

payment schedules with actions being

taken by Nuburu to raise capital to allow

it to complete its strategic investments

and meet its commitment to the

Company under the new funding facility.

To date amounts totalling USD $2.95

million have been received from

Nuburu. It should be noted that

regulatory and shareholder approval

must be obtained to allow the Company

to repay Nuburu through the issue of

new ordinary shares rather than in cash.

The Group must also focus on building

the revenue ﬂow to become self

suﬃcient and no longer need funding.

Maintained at same level

38 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Principal Risks and Uncertainties

Movement since 2023

Likely

Current2023

Likelihood

Major

Current2023

Major

Impact

Business Continuity Risk

Movement since 2023

The levels of attrition during 2024 has

led to a renewed focus on this area of

risk due to the loss of knowledge

attrition results in and also the

smaller overall team that is now

employed by the Group. During early

2025 processes have been reviewed

and where possible team cross

training has taken place to ensure

robustness in the Group’s reduced

team size.

Principal Risk How are we mitigating this risk? Change in principal risk since 2023

As a business evolves, processes need

to adapt and improve. Not keeping

abreast of these changes exposes the

Group to the risk of not delivering for

our clients and/or business failure.

Failure or inaccessibility of our IM

Platform is considered a principal risk

for the Group, which requires any

outage time being kept to an absolute

minimum. As such processes and

policies to be in place to allow for

business continuity when faced with

technical issues is key to the Group’s

success.

Policies, processes, and procedures are

clearly documented, along with training

videos, and standardised templates

enabling alternative team members to

be able to carry out part of a process.

All our processes are able to be run

manually should there be signiﬁcant

downtime of any of our components.

Business continuity plans are in place

and are presented to third parties when

necessary. They are also reviewed and

tested to ensure robustness.

All our technological components are

backed by Service Level Agreements and

support plans, with scheduled back-ups

and restoration plans should they fail.

When working with third party suppliers

we ensure agreement encompass

business continuity measures / service

level agreement in order to mitigate the

risk that the IM Platform processes are

impacted by the business interruption

of services provided by key suppliers.

Increased

39 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Principal Risks and Uncertainties

Operational Risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems

or from external events.

Unlikely

Possible

Current2023

Likelihood

Moderate

Current2023

Major

Impact

40 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Principal Risks and Uncertainties

Talent and Diversity Risk

Movement since 2023

The funding delays and resulting cash

ﬂow challenges faced by the Group

during 2024 and to date in 2025 have

had a profound eﬀect on the

Supply@ME team and led to higher

than normal attrition. The risk of loss of

key members of the team during this

period has been signiﬁcant. Due to the

cash constrained environment it has

also not been possible for the Group to

back ﬁll leavers and work has been

distributed to the remaining team

members.

It is also worthy of note that the

increased risk in this area could make it

more challenging to hire high quality

staﬀ as and when the business is in a

position to do so. This risk is being

actively managed and the new funding

agreement should reduce this as funds

are received by the Group. However,

ultimately the business needs to start

to generate stable revenue streams to

be able to mitigate this risk to a

signiﬁcant degree.

Principal Risk How are we mitigating this risk?

Change in principal risk since 2023

Loss of certain members of the Board

and team could lead to a reduced

ability to eﬀectively run the business

and could hamper the speed at which

the Group is able to scale up the

business and increase operational

eﬃciency.

The Board and leadership team worked

closely to mitigate this risk by keeping

lines of communication open with the

team. Regular consideration has been

given to business continuity, succession

planning, cross training of team members

and available suitable outsourced

providers for speciﬁc skills and knowledge.

Increased

Possible Likely

Current2023

Likelihood

Moderate

Current2023

Major

Impact

41 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Principal Risks and Uncertainties

Cyber Security Risk

Movement since 2023

Cyber security risk has continued

to be one of the top business risks,

continuing to be identiﬁed as the most

important global business risk

in 2025 by the Allianz Risk Barometer

2025. Check Point Software's 2025

Security Report revealed a 44%

year-over-year increase since 2023

in global cyber-attacks, highlighting the

evolving sophistication of threat actors.

The increase in global risk has

acknowledged to have increased the

risk to Supply@ME.

Principal Risk How are we mitigating this risk?

Change in principal risk since 2023

The proprietary ﬁntech IM Platform

developed by the Group and used

to facilitate inventory monetisation

transactions is the intellectual property

of the Supply@ME Group. Given the

global rise in the number of data and

cybersecurity breaches carried out by

malicious actors or hackers, the

Group’s intellectual property may be

at risk of being stolen as a result of

unauthorised access to its systems.

The Group is aware of growing

cybersecurity risks and provides

mandatory staﬀ training to recognise data

breach and / or phishing attempts.

The major technology components

of the IM Platform require Multi-Factor

Authentication as an added level of

security. All data is held in a cloud

environment that has threat monitoring,

detection, and alerts as standard

protocols.

The Group has in place an approved Data

Breach Response Policy.

In the future a dedicated resource to focus

on cyber security will be sourced.

Increased

Unlikely Possible

Current2023

Likelihood

Major

Current2023

Major

Impact

42 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Principal Risks and Uncertainties

Corporate Legal and Regulatory Risk

Movement since 2023

The funding challenges faced during 2024

and 2025, the need to secure additional

funding, and the regulatory and

shareholder approval required under the

new on-demand loan facility with Nuburu,

all require regulatory and corporate legal

expertise. This risk will continue to be high

whilst the regulatory steps to ﬁnalise the

full extent of the funding agreement are

managed. Enlisting the support of external

experts comes at a cost which has to be

balanced with the Group’s current ﬁnancial

position.

The Company was not able to meet the

regulatory deadline for the issue of this

FY24 Annual Report and Accounts due to

several challenges that it faced to date in

2025. The impact of which was the

temporary suspension of trading of the

Company's shares. The Board intends to

make an application to the FCA for the

temporary suspension of the Company's

shares from the Oﬃcial List and from

trading on the London Stock Exchange to

be lifted following the publication of the

FY24 Annual Report and Accounts.

Additionally, due to the cash constraints the

business has been placed under over the

past few years, this has resulted in a

signiﬁcant amount of overdue payroll and

withholding tax balances in both the UK and

Italy. While some progress was made to

repay outstanding amounts in the UK during

2024 and 2025, overall these amounts have

increased. The Board is in contact with both

authorities and expects to be able to agree

payment plans following the publication of

this FY24 Annual Report and Accounts,

however currently these have not been

formally agreed.

Principal Risk How are we mitigating this risk? Change in principal risk since 2023

The Group breaches a legal or

regulatory requirement which impacts

its ability to deliver for its stakeholders.

Supply@ME was already a small team

which has become even smaller over 2024

and 2025 due to the higher than normal

levels of attrition. The internal Supply@ME

team is supported by external experts to

help ensure the Group is compliant with

its various legal and regulatory

requirements. The Board has oversight

and has been thoughtfully hired for their

combined expertise to challenge and

support the business in this area.

Increased

Regulatory, Legal and Reputational Risk

Regulatory, Legal and Reputation Risk are deﬁned as those relating to the legal and regulatory frameworks within

which the Company operates. Reputational risk is linked to this as all of these areas related to the engagement in

activities that detract from Group’s goal of being a trusted and reputable Company.

Possible

Current2023

Likelihood

Moderate

Current2023

Major

Impact

43 Supply@ME Capital Plc Annual Report and Accounts 2024 Strategic Report

Principal Risks and Uncertainties

Reputational Risk

Movement since 2023

There has not been a budget for

external public and investor relations

support during 2024. The Board and

leadership team give consideration

to external communications, which has

had mixed responses from the Group’s

wide retail shareholder base.

Additionally, members of the retail

shareholder community have been

contacting client companies and

stakeholders of Supply@ME in

a manner which could potentially

be damaging to the reputation

of the business. It also takes valuable

resource away from other areas

of the business due to the small

internal team, is a distraction to the

client companies and partners being

contacted, and creates negative

sentiment.

Additional investment in external public

and investor relations support will be

sought in line with the resource and

cash availability.

Principal Risk How are we mitigating this risk?

Change in principal risk since 2023

A positive reputation will assist a

business to become more successful.

The Group’s reputation becoming

damaged will impact the speed at

which it can expand, growth and prove

its business model.

In the past Supply@ME sought support

from external public and investor

relations agencies to assist in brand

and communications management.

However, during 2024 there has not

been suﬃcient budget to engage

proactive external advisors. The Board

and leadership team have becoming

increasingly considered in the

communications made externally

based on previous advice received from

these experts.

Increased

Environmental, Social and Governance Risk

The Supply@ME approach to ESG is outlined on pages 26 to 27 and its TCFD statement can be found on page 29 to

30.

The Strategic Report set out from pages 1 to 43 is approved by the Board of Directors and signed on its behalf by:

Alessandro Zamboni

Chief Executive Oﬃcer

12 October 2025

Possible

Likely

Current2023

Likelihood

Moderate

Current2023

Moderate

Impact

44 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Corporate

Governance

Report

45 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Corporate Governance Introduction

Our Board of Directors are continually focused on

ensuring sound corporate governance and operating

as an eﬀective Board. The Board jointly takes

responsibility for overseeing the Company’s corporate

governance model and ensuring that eﬀective

communication ﬂows freely between Executives

and Non-Executives in a timely manner.

We have adopted the Quoted Companies Alliance

Corporate Governance for small and mid-sized quoted

companies (“QCA Code”). This report follows the

structure of these guidelines and explains how we

have applied the guidance. The Board is cognisant

of the importance of compliance with the QCA Code

and endeavors to adhere to this as far as practicable

having regard to the size, nature and current stage

of development of the Company. From April 2024 the

Board will be using the updated QCA guidelines, and

will report against them in future years.

We understand that application of the QCA code

supports the Company’s medium to long term success

whilst simultaneously managing risks and providing an

underlying framework of commitment and transparent

communications with stakeholders. We are committed

to monitoring and promoting a socially responsible

corporate culture.

As a main market company, (standard segment, trading

on the London Stock Exchange) this information needs

to be reviewed annually and details of our Corporate

Governance can be found on our website.

Outlined in the next pages are details of the Directors

of the Group during 2024.

46 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors’ Information

Current Executive Director

Alessandro Zamboni

Chief Executive Oﬃcer and Executive Director

Appointed 23 March 2020

Alessandro is CEO and Executive Director of Supply@ME

Capital Plc. He specialises in the ﬁnancial services

industry and related strategic and digital models and

has detailed experience and knowledge of the

regulatory & internal controls required by both banks

and insurance ﬁrms. He founded the AvantGarde Group

S.p.A, the former parent company of Supply@ME S.r.l.,

in 2014. He holds a BA degree in Economics from the

University of Turin.

As well as being CEO of Supply@MECapital Plc,

Alessandro currently holds executive positions at

AZ Company S.r.l., AvantGarde 4.0 S.r.l., Orchestra

Group (rete di imprese), The AvantGarde Group S.p.A.,

and 1AF2 Limited and a Non-Executive Director role

at Darwinsurance S.r.l., RegTech Open Project Plc.,

RegTech Open Project Srl.

AvantGarde 4.0 S.r.l., Orchestra Group (rete di imprese),

Darwinsurance S.r.l., 1AF2 Ltd, RegTech Open Project

Plc and RegTech Open Project Srl are currently in the

process of being liquidated. It should also be noted that

on 15 May 2024 1AF2 Srl was created as a shelf

company (empty investment vehicle) where he holds a

Directorship. In addition, on 3 May 2024, Alessandro

was appointed as a Class I director of Nuburu, Inc

(“Nuburu”) and subsequently on the 17 January 2025

was also appointed as Executive Chairman of Nuburu.

47 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors’ Information

Current Non-Executive Directors

Albert Ganyushin

Independent Chairperson and Non-Executive Director

Appointed 30 June 2022

Albert was appointed as independent chairperson and

a Non-Executive Director in 2022 following a long career

in capital markets. From 2017 to 2022, he served as

Head of Capital Markets at Dr. Peters Group with

responsibility for international institutional business,

including investment management, capital markets,

ﬁnancing and investor relations. Prior to joining Dr.

Peters Group, between 2010 and 2016, he worked

in leadership roles in the listings business of NYSE

Euronext Group after a career in investment banking

that started with Deutsche Bank A.G. (London Branch)

in 2000. He graduated with an MBA degree from

London Business School in 2000 and began his

professional career as a management consultant

with Accenture in London in 1995.

In addition to his role with Supply@ME Albert is also

currently a director of Westcott Hill Capital Limited.

During the year ended 31 December 2024, Albert was

also a director of Wotton Hill Capital LLP. until it was

dissolved on 2 April 2024, and a Non- Executive Chair

of RegTech Open Project Plc, a post which Albert

resigned from on 9 January 2025.

Alexandra Galligan

Independent Non-Executive Director

Appointed 16 March 2023

Alexandra holds more than 20 years’ experience

in senior business development positions, including

most recently as Partner and Chief Executive Oﬃcer

at FCA-regulated investment advisory ﬁrm MUSST

Investments LLP (“MUSST”) – a role she has held for

over a decade. During her time at MUSST, Alexandra

maintained and developed relationships with a wide

network of investors advising them on investing in

early-stage hedge funds, private credit and alternative

assets. Her previous roles also included business

development at ﬁnancial services ﬁrm Matrix Group

Ltd, where she was appointed to create an in-house

platform of hedge funds and UCITS vehicles. She was

also responsible for the structuring of these funds,

preparation of related prospectuses, subscription

documentation and marketing materials. She graduated

from the London School of Economics with an MSc

in Accounting and Finance following obtaining

a BComm from the University of Dublin.

Alexandra is also a Director of the charity A Leg to Stand

on UK, and during 2024 was appointed as a director

of Alipur Films Limited and MUSST Factory Limited.

48 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors’ Information

Current Non-Executive Directors

David Bull

Independent Non-Executive Director

Appointed 22 July 2021

David, a Chartered Accountant, with 30 year’s

experience, is a technology-driven experienced ﬁnancial

services professional with a banking and ﬁnancial

services digitisation mindset. He has held a number

of senior board roles within banking, asset ﬁnance,

treasury and credit management institutions, including

several years as Chief Financial Accountant at The Bank

of England. He holds a BSc (First Class) in Mathematics

and Statistics from the University of Bradford.

David is also a executive director of KDB Oﬃce Services

Limited, Thumb Soldiers Limited and Better Living

Products (UK) Ltd. He also holds non-executive director

positions at Braintree Hockey Club Limited, and CRB &

Family Limited.

Previous Non-Executive Directors

Enrico Camerinelli

Independent Non-Executive Director

Appointed 23 March 2020, Resigned 30 September 2024

During his time as a director of the Company, Enrico

kept abreast of market trends and business practices

by taking an active part in projects launched by the

United Nations Economic Commission for Europe, the

World Bank, the World Trade Board, and the Council

of Supply Chain Management Professionals.

He regularly attended major industry events as invited

guest speaker and writes on specialized magazines and

papers. He holds an MSc in Electronic Engineering from

Università degli Studi "La Sapienza", Rome, Italy. During

his time as a director of the Company, Enrico was also

a Director of Ermi di Enrico Camerinelli.

49 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors’ Information

Overview

Changes to the structure and composition of the Board

during 2024 include Enrico Camerinelli stepping down

as a Non-Executive Director on 30 September 2024 and

Alexandra Galligan joining the Disclosure Committee as

a result of feedback from shareholders at the Annual

General Meeting ("AGM") held during 2024.

The Board generally plans to meet once a month,

however, during FY24 there have been a signiﬁcantly

higher number of meetings due to the challenges the

Company has faced regarding delays in receipt of

contractually committed funding from TAG and revenue

taking longer to establish than had been anticipated

which has created signiﬁcant cash ﬂow challenges.

During 2024, there were 51 Board meetings held

during the year, including both scheduled and ad-hoc

meetings, 1 sub-committee meeting of the Board,

3 formal written resolutions signed by the Board

Independence

Consideration has been given by the Board to the QCA

Code in relation to independence and a balanced

Board, speciﬁcally the QCA Code Principle 5, to maintain

the Board as a well-functioning balanced team led by

the Chair states that there should be an appropriate

balance between Executive and Non-Executive directors

and should have at least two independent

Non-Executive directors. A requirement which has been

met by the SYME Board during 2024.

The Board has given consideration to the Non-Executive

Directors independence periodically throughout the

year with reference to the UK Corporate Governance

Code’s deﬁnition of circumstances which are likely to

impair a Non-Executive Directors’ independence.

Considering these factors Albert Ganyushin, David Bull,

Alexandra Galligan (the current Non-Executive

Directors) are considered independent by the Board.

In addition, Enrico Camerinelli, was considered

independent during his tenure.

Principal Board Activities and Decisions in 2024

The principal decisions made, and activities carried out,

by the Board during 2024 are summarised below:

Ongoing regular governance activities

During the pre-scheduled monthly Board meetings,

regular agenda items included updates from the Chief

Executive Oﬃcer, Chief Financial Oﬃcer and Chief

People Oﬃcer. Additionally, a comprehensive review

by the Board of the Group’s principal risks and

uncertainties based on the Group’s detailed risk register

is conducted on a quarterly basis. Updates were also

provided, as required, from each of the Remuneration,

Nomination, Audit and Disclosure Committees,

following these respective Committee meetings. Where

necessary, input and approval was sought from the

Board on key topics, such discussion topics included,

but was not limited to:

> Review of the Group’s client company pipeline and

development of inventory funding solutions;

members and an informal board strategy meeting

held in January 2024.

The latter was focused on developing the longer term

strategic goals for the business. In addition, the Company

also held its Annual General Meeting on 26 June 2024.

Details of the Board’s principal activities and decisions

throughout the year are set out in more detail below.

Sub-committees are convened by the Board to manage

speciﬁc work streams in a timely and eﬃcient manner,

and keep the Board appraised of progress.

The sub-committee meeting held during 2024 was

focused on obtaining the ﬁnal approval to release the

FY23 Annual Report and Accounts. Written resolutions

require consideration and signatures from all members

of the Board and were largely concerned with

management of warrants previously issued by the

Company during 2024.

2024 Board attendance

Director

Albert Ganyushin

Alexandra Galligan

Alessandro Zamboni

David Bull

Enrico Camerinelli

Scheduled / Attended

50 / 51

47 / 51

50 / 51

51 / 51

30 / 37

Appointed to Board

30 June 2022

16 March 2023

23 March 2020

22 July 2021

23 March 2020

Resigned (if applicable)

N/A

30 September 2024

50 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors’ Information

> Discussion, review and approval of cash ﬂow

forecasts and use of cash proceeds;

> Related party transactions and potential conﬂicts

of interest;

> Committee terms of reference;

> Business continuity and succession planning;

> Approval of regulatory news announcements;

> Discussion and approval of Board changes;

> Approval of share issues connected to the exercise

of outstanding warrants, and

> Discussion and consideration of any investor

relations communications.

Important business milestones

During the course of 2024 a number of important

business milestones have taken place which have

required the Board's focus, such milestones included,

but not limited to those outlined below.

Operational milestones:

> Finalising the original commitment provided by

BBPM to fund a initial White-Label IM transaction,

together with the subsequent developments

throughout the year particularly in connection with

exploring alternative solutions which would allow

this initial White-Label IM transaction to be

completed without the need for a speciﬁc

remarketer;

> Monitoring of €3.5million of inventory funding

secured by one of SFE's subsidiaries to fund IM

transactions and the deployment of this funding

by the independent stock company;

> Exploration and initial progress towards structuring

of a security token framework including an initial

commitment of $5 million USD from an asset

manager specialised in digital assets. This was later

put on hold awaiting further interest from

inventory funders interested in digital accounts due

to the high establishment costs;

> Securing the agreement with the Italian neo

banking group to launch an IM programme,

together with the subsequent development to

collaborate together to launch a programme of

plain-vanilla inventory ﬁnancing with the same

Italian neo banking group. The aim of this latter

development is to initially deliver a comprehensive

inventory and receivables ﬁnancing facility to Italian

corporates clients using the SYME Platform; and

> Establishment of a strategic alliance with P-Chip.

Governance Milestones:

> Management of Board resignation and continued

assessment of the current membership of the

Board; and

> Management of the resignation of Crowe UK as

auditor for the Company, evaluation of alternative

auditors (including proposals received), and

securing the appointment of a new auditor for the

Company being Bright Grahame Murray (“BGM”)

as announced on 14 February 2025.

Financial Milestones:

> Continued management and monitoring regarding

the underperformance of the top-up unsecured

shareholder loan agreement signed on 28

September 2023 with TAG to provide the Company

with a facility of up to £3,500,000 (the “Top-Up

Shareholder Loan Agreement”). This included

regular discussions, updates and representations

provided by TAG as to the actions they were

undertaking to ensure they were able to meet their

contractual obligations to the Group, albeit on a

delayed basis;

> Close monitoring of the Group’s cash ﬂow position

as a result of delays in receipt of the contractually

committed funding under the Top-Up Shareholder

Loan Agreement. This included review of proposed

plans for use of any cash proceeds available to the

Group;

> Regular evaluation of alternative funding

arrangements throughout the year including the

ﬁnalisation and execution of the new equity

funding of £1,552,500 announced on 15 May 2024;

and

> Evaluation of the proposal received from TAG to

amend the repayment terms of the unsecured

ﬁxed term working capital loan agreement which

was signed by TAG and the Company on 28 April

2023 and was subsequently amended on the 30

June 2023 (together the “TAG Unsecured Working

Capital Facility”). Under the TAG Unsecured Working

Capital Facility, the Company received £800,000

from TAG. In March 2024, TAG proposed that the

terms of this loan were amended so that it could be

repaid through the issue of 1,500,000,000 new

ordinary shares in the Company, each with a

nominal value of £0.00002. As announced on 27

March 2024, the Board accepted this proposal

which resulted in a ﬁxed subscription price for

0.053 pence for each of the new ordinary shares

that were issued.

51 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Statement of Compliance with the QCA Corporate

Governance Code

Transition to 2023 QCA Code Principles

The QCA issued updated guidance in 2023 to be applied

to accounting periods commencing from 1 April 2024.

As this annual report is focused on the period 1 January

2024 until 31 December 2024 the 2018 QCA will be

referenced, however during 2024 the Board has

considered and commenced planning for the transition

to the new 2023 guidance.

Principle 1

Establish a strategy and business model which promote

long-term value for shareholders.

The Supply@ME business model is novel and innovative.

It has taken longer than anticipated to establish

predictable revenue ﬂow and the model is continuing

to take time and investment. However, the Board

continues to be focused on building the long-term

growth of the business. There is a clear gap in the market

demonstrated by the interest shown by both potential

and current client companies, inventory funders and

White-Label clients which represents an opportunity for

the organisation to scale and grow, whilst creating

long-term value for shareholders.

Principle 2

Seek to understand and meet shareholder needs and

expectations.

The Group continually looks for opportunities to improve

its engagement with its shareholders, both private and

institutional investors. The business has a very engaged

retail shareholder population who have indicated they

would like a greater level of communication from the

Company. During 2024 Supply@ME has continued to

focus on disseminating information to the market in

a timely manner, as well as monitoring and responding

to communications in the dedicated investor relations

inbox, where it is possible to respond, for shareholders

to be furnished with non-market sensitive information.

As a growing business, with a small team and limited

PR/IR budget it has been challenging to balance the

expectations of shareholders around communication

levels and what is feasible from cost and time perspective.

The Company held its AGM on 26 June 2024 and

addressed a signiﬁcant number of questions raised by

its shareholders at the meeting and subsequently, both

in person and via the Investor Meet platform. The AGM

was available for shareholders to join online as well

as in person, giving all shareholders the opportunity to

join if they wished to. As a result of feedback from

shareholders at the AGM Alexandra Galligan was invited

to join the Disclosure Committee.

Principle 3

Take into account wider stakeholder and social

responsibilities and their implications for long-term

success.

The Board considers the interests of shareholders and

all relevant stakeholders in line with section 172 of the

Companies Act 2006. The Board is regularly updated on

wider stakeholder engagement feedback to stay abreast

of stakeholder insights into the issues that matter most

to them and our business, and to enable the Board to

understand and consider these issues in

decision-making. Details of how we seek to understand

and meet shareholder needs and expectations are set

out at Principle 2, above. Details of how the Board has

engaged with our wider stakeholder group, including

our people, shareholders, corporate clients, inventory

funders and fund investors can be found as part of the

Engaging with our Stakeholders section of this Annual

Report.

Principle 4

Embed eﬀective risk management, considering both

opportunities and threats, throughout the organisation.

The Board has established a risk management process

for identifying, assessing and mitigating the principal

risks and uncertainties facing the Group. The Group’s

risk position is considered by the Board at a minimum

quarterly, with ad hoc reviews conducted as required.

The Board is responsible for establishing and

maintaining the Group’s system of internal ﬁnancial

controls and the Audit Committee assists the Board in

discharging its duties relating to internal ﬁnancial

controls. Internal ﬁnancial control systems are designed

to meet the particular needs of the Group and the risk

to which it is exposed, and by its very nature can provide

reasonable, but not absolute, assurance against material

misstatement or loss.

Areas of focus for internal ﬁnancial controls include

strategic planning, approval of cashﬂow forecasts,

regular monitoring of actual spend compared to

cashﬂow forecasts (including investigation of signiﬁcant

variances), control of capital expenditure, ensuring

proper accounting records are maintained and high

quality ﬁnancial statements are produced as required.

The Directors will continue to reassess internal ﬁnancial

controls as the Group’s business develops. It is the

Board’s policy to ensure that the management structure

and the quality and integrity of the personnel are

compatible with the requirements of the Group.

52 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Statement of Compliance with the QCA Corporate

Governance Code

The Group’s auditors are encouraged to raise comments

on internal control in their management letter following

their audit, and the points raised and actions arising are

monitored through to completion by the Audit Committee.

Principle 5

Maintaining the Board as a well- functioning, balanced

team led by the Chair.

The Board currently consists of one Executive Director,

Alessandro Zamboni, CEO and three independent

Non-Executive Directors. Albert Ganyushin leads the

Board as independent Non-Executive Chair supported

by David Bull and Alexandra Galligan as independent

Non-Executive Directors. The balance of the Executive

and Non-Executives and the structure of the Committees

is in compliance with the QCA code. The biographical

details of the Board members can be found on the

Company’s Website and details of current Board members

and those who were members of the Board during 2024

can be found in this Annual Report on pages 46-48.

The Board typically has a regular scheduled meeting

once a month in order, amongst other things to receive

commercial updates from the CEO and updates from

other members of the Leadership team on their

respective functional areas as appropriate. At the relevant

time of the annual ﬁnancial reporting cycle, these monthly

meetings are also used to cover the approval of ﬁnancial

statements and signiﬁcant changes in accounting

practices. During 2024 there have been a signiﬁcantly

higher number of Board meetings to ensure the required

focus and scrutiny largely on the ﬁnancial position of the

Company, funding, commercial progress of the business,

and other strategic milestones. The Directors commit the

requisite amount of time to their respective roles to

ensure that they fulﬁl their individual and collective

responsibilities in an eﬀective manner, in the case of the

Non-Executive Directors they have committed signiﬁcantly

more time that in their contracts. The Company has

procedures in place to monitor and deal with conﬂicts

of interest. The Board is supported by an Audit

Committee, a Remuneration Committee, a Nomination

Committee and a Disclosure Committee. Further details

of the Nominations, Remuneration and Audit Committee

can be found in each of the Committee Reports within

this Annual Report, as well as on the Company’s website.

One element of the role of the Independent

Non-Executive Directors is to be available to shareholders

who wish to raise any concerns that they have been

unable to resolve through other channels and to attend

meetings between management and major investors.

Principle 6

Ensure that between them the Directors have the

necessary up-to-date experience, skills and capabilities.

Consideration has been given to the knowledge, skills and

experience required on the Board for the future of Group

ensuring a balance of broad Corporate Governance

knowledge with speciﬁc skills sets including Regulations,

Trade Finance, Capital Markets, FinTech Sector knowledge,

Investor Relations and Business Development. In addition

to the appropriate balance of personal qualities and

capabilities for our innovative business.

In order to develop their skills and keep up to date with

market developments and corporate governance

matters, new joiners to the Board are provided with

a comprehensive induction into the business.

The Board also has regular updates from and access

to the leadership team. All directors are able to take

independent professional advice in the furtherance

of their duties, if necessary, at the Company’s expense.

Biographies for each of the directors, including details on

their experience and skills, are set out on the Company’s

website and in the Directors’ Information section of this

Annual Report.

Principle 7

Evaluate Board performance based on clear and relevant

objectives, seeking continuous improvement.

The Board’s eﬀectiveness and the individual performance

of Directors are considered regularly by the Board on an

informal basis. A formal Board evaluation was last

conducted in December 2023 and reported on to the

Chair. This evaluation looked at the process that underpins

Board eﬀectiveness, Board and Committee constitution

and commitment, Board dynamics and culture,

stakeholder oversight and strategy. This evaluation, which

should be conducted annually, was not completed in 2024

due to the other requirements of the Board at the time.

There is the intention to undertake a thorough Board

assessment during 2025.

Board and Leadership succession planning is a matter

considered by the Nomination committee, and was

assessed during 2024, considering the risk and the impact

of key members of the team exiting the Group, and the

skills, knowledge and experience required to ensure

delivery of the companies services to clients. How these

risks could be mitigated was considered and where

possible appropriate action plans developed to reduce the

level of residual risk. This evaluation will take place at least

annually and more frequently as required.

53 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Statement of Compliance with the QCA Corporate

Governance Code

Principle 8

Promote a culture that is based on ethical values and

behaviours.

The Board believes that the promotion of a corporate

culture based on sound ethical values and behaviours

is essential to maximise shareholder value. The Company

has deﬁned desirable behaviour in the team which focus

on innovation, collaboration, delivery and a global

mindset. People management practices are aligned

to support these behaviours. Supply@ME is operating

in a new business area and the ability to innovate is

essential to the Group’s success. Collaboration and

ensuring all team member’s views and opinions are heard

will lead to a better product and outcome for all the

Group’s stakeholders. Understanding the global

perspective of each decision and having an understanding

of global nuances will lead to a greater long-term reach

of the Group. The Group wants to deliver for all its

stakeholders and this is central to the culture which

is being created. The Company’s policies set out its

zero-tolerance approach towards any form of modern

slavery, discrimination, harassment, bullying or unethical

behaviour relating to bribery, corruption or business

conduct.

Principle 9

Maintain governance structures and processes that are

ﬁt for purpose and support good decision-making by the

Board.

The Board endeavors to ensure governance structures

within the Company are appropriate for the size,

complexity and risk proﬁle of the Company. This is

regularly reviewed by the Board to ensure governance

arrangements continue to be appropriate as the Company

changes over time.

The Board set the overall direction and strategy for the

Group and assess and review operational and ﬁnancial

performance. The Board and its Committees receive

appropriate and timely information prior to each Board

meeting: and a formal agenda is produced for each

meeting, Board and Committee papers are distributed

before meetings take place. Any director may challenge

Company proposals and decisions are taken

democratically after discussion. Any director who feels

that any concern remains unresolved after discussion

may ask for that concern to be noted in the minutes

of the meeting, which are signed by the meeting Chair

and circulated to all directors.

Any speciﬁc actions arising from such meetings are agreed

by the Board or relevant Committee and then followed

up by the Company’s management. The Board and

leadership team, supported by external company

secretaries and lawyers, ensure Board procedures are

followed and applicable rules and regulations are

complied with.

There is a formal schedule of matters reserved for the

decision of the Board that covers the key areas of the

Company’s aﬀairs. The schedule includes:

> Determining the Company’s overall strategy and

direction;

> Establishing and maintaining controls, audit

processes and risk management policies to ensure

they counter identiﬁed risks and that the Company

operates eﬃciently;

> Ensuring eﬀective corporate governance;

> Approving cashﬂow forecasts and reviewing

performance relative to those forecasts;

> Approving ﬁnancial statements;

> Approving material agreements and non-recurring

projects;

> Approving senior and Board appointments; and

> Additionally, there is a delegated authority matrix

mandating those items requiring approval by Board.

Each member of the Board has clearly deﬁned roles and

responsibilities. The Chair is responsible for the leadership

of the Board, ensuring its eﬀectiveness and high standards

of corporate governance, approving and monitoring

strategic direction, and allowing stakeholder views to be

incorporated as part of the Board’s decision making. The

Chair’s role is also to build collaborative relationships, and

promote debate and openness so as to ensure the

eﬀective contribution by all Directors and Non-Executive

Directors.

The CEO is responsible for the day-to-day operation and

running of Group, supported by the Leadership team.

The CEO also leads the development and implementation

of the approved strategy and business plan, ensuring

decisions of the Board are implemented, eﬀective working

relationships with the Chair and Non Executive Directors

are maintained, whilst providing leadership in the

Company’s commitment to its purpose, high business

standards, culture and core values, and communication

with key stakeholders.

54 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Statement of Compliance with the QCA Corporate

Governance Code

The Non-Executive Director role is to bring external

perspective, constructive challenge, independent

judgement and objectivity to the Board’s decision

making and discussion. They act as a sounding Board

for the Chairman and a source of reciprocal feedback

for other members of the Board and shareholders.

The Non-Executive Directors bring a range of skills,

expertise and knowledge to the Board, and

constructively challenge the Executive management

of the Company. The Non-Executive Directors are

responsible for a range of activities, including monitoring

the performance of the executive management,

determining appropriate levels of remuneration,

ensuring ﬁnancial controls and risk management

systems are robust, as well as challenging and

supporting the CEO and Leadership team in the

development of the strategy and objectives of the

Company.

An Executive Director is an employee of the Group

who sits on the Board of directors but also performs

management duties within the business of the Company.

Currently the only Executive Director on the Board is the

CEO. The Board is supported by an Audit Committee,

Remuneration Committee, Nomination Committee

and Disclosure Committee. Further details of the

responsibilities of each of these are outlined in their

respective reports.

Principle 10

Communicate how the Company is governed and is

performing by maintaining a dialogue with shareholders

and other relevant stakeholders.

The Company is committed to open communications

with all its shareholders. Communication will be primarily

through the Company’s website, the Annual Report and

Accounts, Regulatory announcements, the AGM and

one-to-one meetings with large existing or potential new

shareholders. The Company also received

communications from the shareholder base through

its dedicated investor email. All shareholders will receive

a copy of the Annual Report and an interim report at the

half year is available on the Company’s website.

Detail of the corporate governance frameworks provided

by the Audit Committee, Remuneration Committee and

Nomination Committee can be found in their respective

reports and their terms of reference and those of the

Disclosure Committee are available on the Company’s

website.

55 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Report of the Nomination Committee

Dear Shareholders,

On behalf of the Board, I am pleased to present the

Nomination Committee Report for the year ending

31 December 2024. This has been my second full year

as Chair of the Supply@ME Board and during this second

year there have been fewer changes to the composition

and structure of the Board than in previous years.

One notable exception to this is that on 30 September

2024, Enrico Camerinelli departed the Board after having

been in his role as a Non-Executive Director since March

2020. I would like to take this opportunity to thank Enrico

for his valuable contributions to the Board and business

during his tenure as director.

The only additional change made to Board and

committee memberships during 2024 followed the

AGM held on 26 June 2024. In response to shareholders

feedback the Nomination Committee asked Alexandra

Galligan to join the Disclosure Committee.

This committee is responsible for ensuring timely and

accurate disclosure of all information that is required

to be so disclosed to the market to meet legal and

regulatory obligations and requirements. Currently all

members of the Board sit on the Disclosure Committee

and approve all formal market communications.

Albert Ganyushin

Chair of the Nomination Committee and Board

12 October 2025

Meetings are held at least twice a year at appropriate

times and otherwise as required. The Committee met

ﬁve times during 2024 with meetings being held by video

conference. In addition to the Committee members

other regular attendees included the Chief Executive

Oﬃcer, Chief Financial Oﬃcer and Chief People Oﬃcer.

Roles and Responsibilities

The role of the Nomination Committee is set out in its

terms of reference, which were updated in March 2024

and are available on the Company’s website.

The Nomination Committee is responsible for the

following key activities:

> Identify and evaluate suitable candidates to ﬁll Board

vacancies when they arise and nominate candidates

for the approval of the Board. In identifying suitable

candidates, the Committee shall:

> Evaluate the balance of skills, knowledge,

independence, experience and diversity

on the Board and prepare a description of the

role and capabilities required for a particular

appointment in light of this evaluation;

> Use open advertising or an external search

consultant for the appointment of the Chair

and Non-Executive Directors of the Board; and

> Consider candidates based on merit and against

objective criteria, and within this context,

promote diversity of gender, social and ethnic

backgrounds, cognitive and personal strengths.

> Before the appointment of a Director (including the

Chair of the Board), require the proposed appointee

to disclose any other signiﬁcant commitments,

including the time involved;

> For the appointment of a Chair of the Board, prepare

a job speciﬁcation, including the time commitment

expected. The proposed Chair’s other signiﬁcant

commitments should be disclosed to the Board

before appointment and any changes to the Chair’s

commitments should be reported to the Board as

they arise;

> Keep under review the number of external

appointments held by each Director. A Director

of the Company should not undertake any additional

external appointments or other signiﬁcant

appointments without the prior approval of the

Board.

> Perform a formal and rigorous annual review

of the structure, size and composition of the Board,

its Committees, its Chair and individual Directors

(including the skills, independence, knowledge,

experience, and diversity required to discharge

duties) and recommend any changes, to ensure

that an eﬀective succession plan is in place;

2024 Committee Members and Attendance

Director

Albert Ganyushin

Alexandra Galligan

David Bull

Enrico Camerinelli

5 / 5

2 / 3

N/A

30 September 2024

Scheduled

meetings attended

Resigned

(if applicable)

As at 31 December 2024 the Nomination Committee

comprised of Alexandra Galligan, David Bull as members

and Albert Ganyushin as Chair (full biographical details

can be found on pages 47 and 48).

The Committee must have at least two members, with

a majority being independent Non-Executive Directors.

After each meeting the Chair of the Committee reports

to the Board on the Committee’s proceedings in respect

of all matters within its duties and responsibilities.

56 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Report of the Nomination Committee

> Undertake, with the support of the Chief Executive

Oﬃcer, a talent management and succession

planning review of the senior management of

the Company at least once each ﬁnancial year;

> Keep under review the Company’s leadership

needs, both Executive and Non-Executive, to ensure

its continued ability to compete in the market place;

> Review annually the time required from the

Non-Executive Directors and assess through

performance evaluation whether they are spending

suﬃcient time to fulﬁl their duties;

> Arrange for a Non-Executive Director,

on appointment, to receive a formal letter

of appointment to the Board, setting out what

is expected in terms of time commitment,

Committee service and any involvement outside

Board meetings;

> Set policy for the granting of service agreements

and their termination;

> Ensure that all Directors undergo an appropriate

induction programme to ensure they are fully

informed about their duties and responsibilities

as a director, and to consider any training

requirements for the Board as a whole. Individual

training will be discussed and facilitated by the

Company Secretary;

> Before the appointment of a Director (including the

Chair of the Board), require the proposed appointee

to disclose any other business interests that may

result in a conﬂict of interest and to report any

future business interests that could result in a

conﬂict of interest;

> Review, on an annual basis, declarations by

Directors of situational and transactional conﬂicts /

potential conﬂicts of interest, ensuring that the

inﬂuence of third parties does not compromise

independent judgement; and

> Ensure that the Committee’s terms of reference are

made available to shareholders on the Company’s

website and, if requested, in hard copy.

Committee Activity during 2024

The Nomination Committee meetings have focused

on a number of matters, including those set out below:

> Review of independence of Directors;

> Drafting of the Nomination Committee report

for the FY23 Annual Report and Accounts;

> Review of membership and composition of Board

Committees;

> Review and assessment of elements of Board

members contracts;

> Review of directors situational and transactional

potential conﬂicts;

> Board, leadership and team succession planning;

> Assessment and approval of Director’s other

appointments;

> Review and updating terms of reference;

> Review of time commitment from Non-Executive

Directors;

> Diversity policy review;

> Board training review; and

> Consideration of feedback from shareholders on

Board composition.

Board Changes and Succession Planning

The only change to the Board composition that took

place during 2024 was the departure from the Board

of Enrico Camerinelli on 30 September 2024.

Additionally, the Nomination Committee appointed

Alexandra Galligan to the Disclosure Committee during

the second half of the year following shareholder

feedback received at the AGM held in June 2024.

Succession planning for the Board, leadership team

and the wider team has been a topic discussed at the

Nomination Committee due to the small size of the

Group’s workforce. 2024 has been a challenging year

for Supply@Me in terms of cash ﬂow concerns and also

further delays to the execution of some of the larger

IM deals that the Group has been working on. This has

in turn resulted in higher than usual attrition within the

workforce. The Board and Nomination Committee have

been focused on ensuring business continuity as various

members of staﬀ have resigned. The Nomination

Committee has been speciﬁcally focused on looking

for ways to retain staﬀ and ensuring suitable succession

or action plans to mitigate any risk to the business from

these departures are in place. This will continue to be

a key focus moving forward until the Group is able

to replace some of the more recent departures.

Diversity

The Board views diversity among the director population

and the wider team as essential for the future success

of the organisation. One measure of diversity is gender

balance. In compliance with Listing Rule 14.3.30R

Supply@ME reports that the gender balance of the

Board as at 31 December 2024 was 25% female (as at

31 December 2023: 20% female), which does not meet

the target of 40% outlined in the Listing Rules. This is not

reﬂective of the overall gender balance of the Company.

The leadership team immediately below Board level as

at 31 December 2024 was 100% female (as at

31 December 2023: 50% female), and at the same date

the employee base (including ﬁxed term contractors and

excluding Non-Executive Directors) was 50% female (as

at 31 December 2023: 41% female).

57 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Report of the Nomination Committee

In terms of the requirement for a senior position on the

Board of Directors (Chair, CEO, Senior Independent

Director or CFO) to be held by a woman, the Supply@ME

CFO is female, however is not currently a member of the

Board of Directors.

Supply@ME is a Fintech company whose main sources

of talent are from Financial Services, Technology and

the Fintech market, all of which have had challenges

attracting and retaining female talent, this does not

however limit Supply@ME’s ambition to have a diverse

team and the Group will strive to do so.

At the AGM Supply@ME will request the reappointment

of Alessandro Zamboni and David Bull.

Board and Committee Evaluation

A thorough Board and Committee performance

evaluation was not conducted during 2024 given the

other priorities for the Board during this period, this

however is planned to take place during 2025 and will

assess the following areas:

> Processes that underpin Board eﬀectiveness

> Board and Committee constitution and commitment

> Board dynamics

> Culture, stakeholder oversight and strategy.

The Board does not currently meet the recommendation

to have one member of the Board from a minority ethnic

background. During 2023 Alexandra Galligan undertook

the role of Board Diversity Champion and continued to fulﬁl

this role during 2024 supported by the Chief People Oﬃcer.

In line with the FCA’s Listing Rule 6.6.6 R (9 and 10)

and Listing Rule 14.3.30R the table below illustrates

the diversity of the Board and Leadership team as at 30

September 2025 the last practicable date prior to report.

This data is self reported by each individual either

through email or drop down options in the Group’s

Human Resources system.

Focus for 2025

The Nomination Committee will continue to focus on

building a robust and eﬀective workforce especially

considering the team attrition which has been seen

during 2024 and early 2025.

Gender

Men

Women

Not speciﬁed/prefer not to say

Total

Ethnicity

White British or other White

(including minority-white groups)

Mixed/Multiple Ethnic Groups

Asian/Asian British

Black/African/Caribbean/Black British

Other ethnic group, including Arab

Not speciﬁed/ prefer not to say

Total

Number of

Board members

Percentage

of the Board

Number of

senior positions

on the Board (CEO,

CFO, SID and Chair)

Number in

executive

management

Percentage

of executive

management

75%

25%

100%

58 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Report of the Audit Committee

Dear Shareholders,

On behalf of the Board, I am pleased to present the

Audit Committee Report for the year ended

31 December 2024. This report sets out the areas of

key focus for the Audit Committee during this period.

The core activities of the Audit Committee are linked to

the Group’s ﬁnancial reporting cycle and cover the areas

delegated to it by the Board in connection with the

preparation and publication of the interim and annual

ﬁnancial statements and oversight of the external audit

process. In respect of the ﬁnancial statements for the

Group and Company for the year ended 31 December

2024, the Audit Committee continued to review and

challenge the assumptions and judgements made by

management, particularly in connection with:

> The ability of the Group to continue operating as a

going concern;

> The accounting for the fundraising and ﬁnancing

activities undertaken by the Company during 2024;

> The continued application of the revenue

recognition policies applied by the Group in

accounting for the initial inventory monetisation

transactions;

> The capitalisation of costs relating to the Group’s

internally developed intangible assets;

> Accounting for the Group’s long term incentive

plans; and

> The impairment assessment of the Group’s

internally developed intangible assets, investments

and certain receivable balances.

Additionally, in the later part of 2024, the Audit

Committee was involved in providing oversight and

support to the ﬁnance team in relation to the

identiﬁcation and appointment of a new auditor for the

Company. Crowe U.K. LLP, the previous auditor, resigned

on 25 September 2024, following a reassessment they

conducted of the risks related to auditing the Company

which concluded that they were no longer willing to

continue to act as auditors. The process to identify and

appoint a new auditor commenced in October 2024 and

concluded in early 2025 with the appointment of Bright

Grahame Murray as the Company’s new auditor, for the

year ended 31 December 2024, being announced on 14

February 2025. During this process the Audit Committee

considered the various proposals received from diﬀerent

audit ﬁrms and held discussions with the Financial

Reporting Council ("FRC") to ensure the new

appointment was appropriately suited to the current

needs of the Company.

Alongside the important activities listed above, the Audit

Committee has continued to focus on maintaining the

integrity and transparency of the Group’s external

reporting, has given careful consideration to the risk

management framework, has ensured compliance with

relevant regulation, and has provided challenge and

guidance in respect of the Group’s cash ﬂow position in

light of the delays that have continued to be experienced

in terms of the generation of revenue from the

facilitation of multiple inventory monetisation

transactions per year, and in receipt of funds expected

from the contractual funding commitments with the

AvantGarde Group S.p.A. (“TAG”).

Despite limited resources, the ﬁnance team continue

to implement high standards when it comes to

strengthening and implementing internal controls

around monthly reporting, cash ﬂow forecasting and

the application of complex accounting issues. The Group's

challenges connected to cash ﬂow constraints and limited

people resources has meant that further progress against

the ﬁnance teams longer term goals has not yet been

possible. These longer term plans do however remain in

place and will be implemented when the

ﬁnance team have the capacity and resources to do so.

The Board and Nominations Committee have continued

to ensure that the Audit Committee have the right mix of

relevant ﬁnancial and FinTech experience to support the

current demands of the Group and also its anticipated

future growth. During the year Enrico Camerinelli resigned

his position as a director of the Board and member of the

Audit Committee from 30 September 2024 and I would

like to thank him for his contribution to the Audit

Committee since he was appointed in March 2022.

David Bull

Chair, Audit Committee

59 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Report of the Audit Committee

Audit Committee Members and Attendance

The table below sets out the members of the Audit Committee during the year (full biographical details can be found on

pages 47-48). The Committee members, either current or having resigned, are all Independent Non-Executive Directors.

Role of the Committee

The role of the Audit Committee is set out in its terms

of reference, which were most recently reviewed and

approved in January 2024. These are available on the

Company’s website. The Audit Committee’s primary

purpose is to assume the delegated authority from the

Board for the responsibility of overseeing ﬁnancial

reporting, the review and assessment of internal control

and risk management, compliance, and maintaining an

appropriate relationship with the external auditor.

In order to fulﬁl these responsibilities, the terms of

reference provide a framework for the Audit Committee’s

duties include the following:

> Overseeing the relationship with the Company’s

external auditor, monitoring its eﬀectiveness and

independence and making recommendations to the

Board in respect of its remuneration, appointment

and removal. The Committee also meets regularly

with the external auditor and reviews their ﬁndings,

including discussion of signiﬁcant accounting and

audit judgements, levels of errors identiﬁed and

overall eﬀectiveness of the audit process.

> Reviewing and reporting to the Board on the ﬁnancial

statements of the Company and the Group, including

its annual and interim reports and,

if applicable, any other formal announcements

containing information on ﬁnancial performance.

The Committee will also consider and report to

the Board on signiﬁcant ﬁnancial reporting issues,

accounting policies and key areas of judgement

or estimation. This review also includes consideration

of the clarity and completeness of disclosures on the

information presented in the ﬁnancial statements.

> Overseeing the accounting principles, policies and

practices adopted by the Company.

> Monitoring the need for an internal audit function

in the context of the Group’s overall risk

management system.

> Reviewing the eﬀectiveness of the Company’s

system of internal ﬁnancial controls.

> Advising the Board on the Company’s risk strategy,

risk policies and current and emerging risk

exposures, including the oversight of the Group’s

risk management framework and systems.

> Assessing the adequacy and security of the

Company’s arrangements for its employees and

contractors to raise concerns, in conﬁdence, about

possible wrong doing in ﬁnancial reporting or other

matters and to ensure proportionate and

independent investigation of such matters.

> Making recommendations to the Board as it deems

appropriate on any area within its remit where

action or improvement is required.

Meetings

The Audit Committee has met on 8 occasions during

2024 and 6 occasions since the year-end.

The meetings were all held by video-conference which

has not impacted on the scheduled program or the Audit

Committee operating in accordance with its terms

of reference.

The Audit Committee operates to an agenda linked

to the ﬁnancial calendar which ensures that the

responsibilities and duties of the Audit Committee are

discharged in accordance with the Terms of Reference

and the requirements of the QCA Corporate Governance

Code. The Board has conﬁrmed it is satisﬁed the Audit

Committee members possess an appropriate level of

independence and depth of ﬁnancial and FinTech

expertise.

Director

David Bull – Chair

Albert Ganyushin

Alexandra Galligan

Enrico Camerinelli

8/8

6/8

22 July 2021

30 June 2022

16 March 2023

23 March 2022

Scheduled Meetings attended*

Appointed to Audit Committee

N/A

30 September 2024

Resigned (if applicable)

* Five of the eight meetings held during 2024 were combined Audit Committee and Board meetings given the topics to be discussed.

60 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Report of the Audit Committee

In addition to the Audit Committee members, by

invitation, the meetings of the Audit Committee may be

attended by the Chief Executive Oﬃcer, the Chief Financial

Oﬃcer (“CFO”) and other members of the leadership or

ﬁnance team as appropriate. The Company’s external

auditor and accounting advisors (as required) are invited

to attend relevant Audit Committee meetings, to ensure

full communication of matters as they relate to their

respective responsibilities. During the year, the Audit

Committee members have the opportunity to meet with

the external auditor for a private discussion, without

management being present, regarding the audit process

and the relationship with management.

On his appointment in July 2021, David Bull, the Chair

of the Audit Committee, was determined by the Board

as having recent and relevant ﬁnancial experience.

Full biographies of the members of the Audit Committee

during the year can be found in the Corporate

Governance Report on page 47 and 48.

The Committee is satisﬁed that it receives suﬃcient

and timely information and has access to relevant

management personnel to allow the Audit Committee

members to engage in an informed debate during Audit

Committee meetings and to fulﬁl its responsibilities.

Principal activities in 2024

During 2024 the Audit Committee meetings have focused

on the principal matters set out below:

> Assessment of going concern and cash ﬂow

forecasting at regular intervals during the year

including those times required for formal sign oﬀ of

the going concern assessment in connection with

the annual report and accounts and the interim

ﬁnancial statements.

> Reviewed the 2023 annual report, consolidated

ﬁnancial statements and key ﬁndings from the

Group audit.

> Reviewed the 2024 interim ﬁnancial results and

any RNS’s containing references to ﬁnancial data.

> Monitored the Company’s risk management

framework and updating of the risk register.

> Reviewing the preparation of the 2024 ﬁnancial

statements carried out by management.

> Provided oversight and support to the ﬁnance team

in relation to the identiﬁcation and appointment of

a new Group auditor which was formally announced

on 14 February 2025.

> Held discussions with the previous Group auditor,

Crowe U.K. LLP regarding their resignation on

25 September 2024.

> Considered key accounting matters, including key

accounting judgements and estimates, and accounting

standards that were either newly issued or applicable

to the Group due to changing circumstances.

> Reviewed the output of any work produced by third

party accounting advisors to support the key

accounting matters.

> Reviewed the Audit Committee terms of reference.

> Considered the need for an internal audit function.

> Continued assessment of the skills and knowledge

within the ﬁnance team.

Signiﬁcant issues considered in relation to the

ﬁnancial statements

As part of its monitoring of the integrity of the ﬁnancial

statements, the Audit Committee reviews whether

suitable accounting policies have been adopted and

whether management has made appropriate estimates

and judgements and seeks support from the external

auditor to assess these. The Audit Committee considered

the following signiﬁcant judgements and other areas of

audit focus in respect of the ﬁnancial statements for the

year ended 31 December 2024. These areas have been

identiﬁed as being signiﬁcant by virtue of their materiality,

complexity, being accounting items which are new for the

current ﬁnancial year, or the level of judgement and/or

estimation involved.

In order to ensure the approaches taken were

appropriate, the Audit Committee considered reports

from both management and the external auditor

produced at relevant points during the year. The Audit

Committee challenged judgements and sought

clariﬁcation where necessary.

Going concern

The Directors must satisfy themselves regarding the

Group’s ability to operate as a going concern and conﬁrm

that they have a reasonable expectation that the Group

will continue to operate and meet its liabilities as they fall

due for the 12 months following the date at which these

consolidated ﬁnancial statements for the year ended

31 December 2024 are issued.

The Audit Committee reviewed management’s cash

ﬂow forecasts, including an overview of the assumptions

made in the preparation of the base case supporting

the going concern statement. This included the Group’s

consolidated cash ﬂow forecasts covering 2025 – 2026.

The Audit Committee discussed and challenged the cash

ﬂow forecasts and assessed this in light of the principal

risks and uncertainties set out within this annual report

and accounts, together with the actual events that have

occurred to date.

61 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Report of the Audit Committee

Given the delays in revenue generation and receipt of

committed funding that has continued to be experienced

by the business during 2024 and to date in 2025, the

Audit Committee discussed and challenged the downside

scenarios modelled as part of the going concern

assessment and spent time considering and assessing

the risks that exist within the cash ﬂow model.

The downside scenarios reduced the Group’s revenue

generation, continued the cost saving measures that

have already been implemented by the Group, and

reduced the amounts owed to suppliers and employees

as quickly as possible.

Additionally, the downside scenarios included the

committed funding that is either available to the Group at

the date of signing these ﬁnancial statements, or which the

Directors have determined is reasonable to include.

The Audit Committee discussed the considerable delays to

the cash funding that had been forecast in previous going

concern assessments and noted that these delays have

caused signiﬁcant pressure on the Group’s cash position

resulting in the need to negotiate the new funding facilities

with Nuburu Inc. that were announced on 19 March 2025

and amended in June 2025 and August 2025. The Audit

Committee noted that under the new funding facility, the

cash inﬂows are to be received in traches over a period up

until 31 October 2025 and that the Group is required to

gain various regulatory and shareholder approvals in order

to allow the facility to be repaid through the issue of new

ordinary shares rather than in cash.

After considering the recent history of actual cash inﬂows

compared to those that had been forecast, the Audit

Committee have recommended to the Board that the

going concern statement include material uncertainties

with regards to:

a. the future timing and growth rates of the forecast

cash ﬂows arising from the Group’s multiple Inventory

Monetisation revenue streams;

b. the timing and overall receipt of the committed

funding amounts still be received despite contractual

commitments being in place; and

c. obtaining the required regulatory and shareholder

approvals by 30 June 2026.

The full going concern statement can be found in note

2 to the Group’s consolidated ﬁnancial statements.

Accounting for issue of share warrants

One of the terms of the new equity subscription

agreement that was entered into during the year was

the issue of new share warrants as an associated cost.

In order to determine the fair value of these warrants in

line with IFRS 2 (“Share-based Payments”) management

engaged a third-party accounting advisor to carry out the

IFRS 2 fair value exercise.

This detailed analysis was also shared with the Audit

Committee, and alongside discussions with the external

auditors, the Audit Committee are satisﬁed that new

share warrants have been appropriately fair valued and

that the fair value was correctly accounting for and

disclosed in the ﬁnancial statements.

Revenue recognition

During the year, the Group received fees from the various

activities connected to the overall business model of

inventory monetisation. Details of the diﬀerent revenue

streams can be found in the Financial Review section of

this Annual Report and in note 2 to the Group’s

consolidated ﬁnancial statements for the year ended 31

December 2024.

To ensure that revenue is recognised in accordance with

IFRS 15 (“Revenue from Contracts with Customers”),

management considers, and applies judgements

regarding the performance obligations relating to the

revenue generating activities. These judgements were

then used to determine if the revenue recognition proﬁle

was point in time or over time given that the contracts for

certain of the revenue generating activities extend over

more than one ﬁnancial reporting period.

The Audit Committee received reports from

management that outlined the judgements made about

the performance obligations under each of the

contracting agreements. With respect to the fees

referred to above, management applied the following

key judgements, with which the Audit Committee agreed:

a. The due diligence services performed represent

a distinct beneﬁcial service to the client companies

receiving these services, and as such the revenue

is recognised at the completion of the due diligence

services;

b. The non-refundable origination fees received from

the client company relates to the fee payable to the

Group at the point in time the client company enters

into binding contracts with the stock company to

purchase its inventory. It was noted that it does not

relate to any transfer of assets from the Group to

the client company and as a result, management

concluded there is no separately identiﬁable

performance obligation carried out by the Group

associated with this fee. As such the recognition of

the non-refundable origination fee as revenue is at

the point in time that the fee becomes payable given

that there are no performance obligations that

remain to be completed by the Group relating to this

fee;

62 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Report of the Audit Committee

> The usage of the Platform granted by the Group

to the stock company represented a Software as a

Service (“SaaS”) contract, and as the related

requirements of IFRS 15 (“Revenue from Contracts

with Customers”) were satisﬁed, the annual Platform

usage fees are recognised over time; and

a. The service fees received in exchange for the

support and administration activities relate to this

separately identiﬁable performance obligation and

as such the annual fees are recognised over time in

line with the relevant requirements set out in IFRS

15 (“Revenue from Contracts with Customers”).

Capitalisation of costs directly attributable to the

internally generated Inventory Monetisation (“IM”)

Platform

Over the current ﬁnancial year, the Group continued to

invest in the development of its IM Platform. As such,

management was required to exercise judgement to

distinguish those costs that were capable of being

capitalised under IAS 38 (“Intangible assets”) and those

costs that related to research and development activities,

which are recognised as an expense.

The Audit Committee reviewed the judgements applied

in determining which costs would meet the criteria

for capitalisation which to date have only include external

costs. This was assessed in conjunction with feedback

provided from the external auditor.

Non market vesting conditions – Long Term Incentive

Plan (“LTIP”)

One of the LTIP’s currently operated by the Group

includes both market and non-market vesting conditions

on which the vesting of any share awards under the LTIP

will depend. The non-market vesting condition speciﬁed

that a certain amount of inventory needed to be

monetised by the Group over a pre-determined period.

Based on the amounts of inventory monetised to date

and the remaining time period of this condition,

management proposed to the Audit Committee that the

target was unlikely to be met by the end of the

performance period. As such, a true-up adjustment was

recorded to ensure the cumulative amounts charged to

comprehensive income since grant date reﬂected this

new judgement.

The Audit Committee discussed management proposals

regarding the likelihood of the target not being met and

concluded that they agreed with this along with the

adjustment recorded in the ﬁnancial statements for

the year ended 31 December 2024.

Impairment and fair value reviews

Fair value review – Investment in TradeFlow Capital

Management Pte. Limited (“TradeFlow”)

During 2023, the Company completed its disposal of

the 81% stake in the TradeFlow business (the “TradeFlow

Restructuring”) which resulted in the deconsolidation

of TradeFlow from 30 June 2023 and the recognition

of the remaining 19% stake in TradeFlow as an

investment in both the Company only, and consolidated

Group, ﬁnancial statements. At each reporting period,

any movements in the fair value of the remaining

investment in TradeFlow are recognised through the

relevant income statement.

Following the TradeFlow Restructuring, at each

subsequent reporting periods, being 31 December

2023 and 30 June 2024, the fair value of the TradeFlow

investment was adjusted down with the fair value

movements recognised through the relevant income

statements. These fair value adjustments were calculated

on the basis of the movement in TradeFlow’s net

liabilities over the relevant period. During the

preparation of the ﬁnancial statements for the year

ended 31 December 2024, similar information was

requested from TradeFlow, which illustrated a further

increase in the underlying net liabilities since the date of

disposal of the Company’s 81% stake in TradeFlow. This,

together with the lack of regular TradeFlow ﬁnancial

information available to the Group resulted in

management reducing the fair value of the remaining

19% investment in TradeFlow to £nil as at 31 December

2024.

The Audit Committee reviewed the rationale for the fair

value adjustments and concurred with management's

approach to reduce the fair value of the remaining 19%

investment in TradeFlow to £nil as at 31 December 2024.

Impairment reviews – Intangible assets

The Group is required to annually assess any investment

and intangible assets for impairment.

At the Group level, an impairment review took place in

relation to the internally generated IM platform as the

Group has continued to capitalise costs in line with IAS 38

(“Intangible assets”) during the current ﬁnancial year. In

prior years, this intangible asset was fully impaired based

on the fact that the material uncertainties that existed in

the going concern statement also applied to the Groups

IM Platform asset. Given the continued delays the Group

has faced in scaling up the business model

management’s assessment was that the indicators of

impairment continued to exist as at 31 December 2024.

In line with the judgements applied in the prior years,

and the fact that material uncertainties continue to exist

63 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Report of the Audit Committee

in the going concern statement in the current ﬁnancial

year, management again chose to fully impair the value

of the Group’s IM Platform as at 31 December 2024.

Impairment reviews – trade and other receivables

The Group is also required to annually assess if any of its

trade and other receivables need to be impaired as

a result of events that may have occurred since the initial

recognition that could impact the future cash ﬂows that

are expected. If it is determined that an asset is impaired

any impairment loss is recognised through the relevant

income statement. As at 31 December 2024, the

Company had recognised an amount of £270,000 that

was receivable from TAG relating to the late payments

due to the Company under the top-up unsecured

shareholder loan agreement dated 28 September 2023

which was subsequently amended on 30 September

2024 (the "Top-Up Shareholder Loan Agreement"). Given

the latest information that the Board has regarding the

ﬁnancial position of TAG (as set out on note 14 to the

Group's consolidated ﬁnancial statements), management

concluded that this interest receivable balance should be

fully impaired. Following this, discussions were held with

the auditors and the Audit Committee concurred with

management's approach and the conclusions reached

to fully impair the receivable balance referred to above.

Alternative performance measures (“APMs”)

and presentations not speciﬁcally deﬁned by IFRS

The Group has chosen to continue to use an APM which

is not speciﬁcally deﬁned by IFRS, being Operating loss

from continuing operations before impairment charges

and fair value adjustments, to illustrate the impact on

earnings from continuing operations before both

impairment charges and fair value adjustments.

This APM is used in order to present clearly the

underlying costs and results of the Group. The Audit

Committee reviewed the use and calculation of this APM

and is satisﬁed that the non-GAAP measure is not given

undue prominence and that the reconciliations provided

are presented in a clear manner.

Fair, Balanced and Understandable

The Audit Committee supports the Board in

ensuring that the Annual Report is fair, balanced and

understandable and as such has given due consideration

as to whether the Annual Report and Accounts, taken

as a whole, is fair, balanced and understandable and

provides the information necessary for shareholders to

assess the Group’s position and performance, business

model and strategy and can conﬁrm that this is the case.

Risk Management and Internal Controls

The Board has overall responsibility for determining the

nature and extent of its principal and emerging risks and

the extent of the Group’s risk appetite, and to ensure any

identiﬁed weaknesses are appropriately dealt with.

Further details of the principal risks and uncertainties

facing the Group are addressed on pages 33 to 43.

The Board has delegated to the Audit Committee the

responsibility for monitoring the eﬀectiveness of the

systems of risk management. The Audit Committee

remains pleased with the improvements made to the

Group’s internal ﬁnancial controls over the year, however

this continues to remain a key area of continued focus

for the Audit Committee to ensure controls are

developed and improved in line with the Group’s

developing operations.

Internal Audit

The Audit Committee has considered if the Group’s

internal control processes would be signiﬁcantly

enhanced by an internal audit function and has taken

the view that, given the size of the Group’s current

operations, the internal controls in place and signiﬁcant

executive involvement in the Group’s day to day

business, an internal audit function is not required

at this stage. However, the Audit Committee will keep

this under review especially as the Group’s operations

grow and develop.

External Audit

The Audit Committee reviews the independence and

objectivity of the external auditor prior to the proposal

of a resolution to shareholders at the Annual General

Meeting concerning the appointment and remuneration

of the auditor. This process includes the review of audit

fee proposals, investigation and approval for non-audit

services’ fees, tenure and audit partner rotation (based

on best practice and professional standards within the

United Kingdom). Both the Group’s previously auditor,

Crowe UK LLP (“Crowe”), and its newly appointed Group

auditor, Bright Grahame Murray (“BGM”) have

considered, at the appropriate times, whether there

are any relationships between itself and the Group that

could have a bearing upon their independence. Crowe

has in the past and most recently prior to signing the

2023 audit report conﬁrmed its independence to us.

BGM has conﬁrmed its independence to us as part of

their 2024 audit planning process.

64 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Report of the Audit Committee

Each year the Audit Committee obtains written

conﬁrmation of auditor’s independence. BGM have only

recently been appointed as the Company’s auditors for

the year ended 31 December 2024. Having reviewed

the auditor’s independence and performance, the Audit

Committee has concluded that these are eﬀective and

recommends that BGM be reappointed at the next AGM.

The Audit Committee also has responsibility for

approving the nature of non-audit services which the

external auditor may or may not be allowed to provide

to the Company and the fees paid for these services.

Currently all non-audit services would need to be

approved by the Audit Committee if they were to be

undertaken by the external auditor. During the current

ﬁnancial year, no non-audit services were carried out

by BGM.

The auditor prepares an annual planning report for

consideration by the Audit Committee, which details

areas of audit focus and anticipated key audit risks,

together with the anticipated level of materiality.

This is reviewed and approved by the Audit Committee.

Following the completion of the audit ﬁeldwork, the

auditor presented its ﬁndings to the Audit Committee.

The report of the independent auditor sets out the

conclusions reached as a result of the external audit.

It should be noted that due to a number of challenges

facing the Group during 2024 and to date in 2025, this

resulted in the delay to the publication of this FY24

Annual Report and Accounts and the temporary

suspension in trading of the Company's shares.

Board and Committee Evaluation

A thorough Board and Audit Committee performance

evaluation was not conducted during 2024 given the

other priorities for the Board during this period. This

evaluation process is currently planned to take place

during 2025 and will assess the following areas:

> Processes that underpin Board eﬀectiveness

> Board and Audit Committee constitution and

commitment

> Board dynamics

> Culture, Stakeholder oversight and Strategy

David Bull

Chair, Audit Committee

12 October 2025

65 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

Annual statement from the Remuneration Committee

After my ﬁrst full year as Chair of our Remuneration

Committee I am pleased to present, on behalf of the

Board, our Directors’ Remuneration Report for the year

ending 31 December 2024.

In line with the UK reporting regulations, this Directors’

Remuneration Report is split into three sections:

> this Annual Statement which summarises the work

of the Committee and our approach to

remuneration;

> the Directors’ Remuneration Policy which

shareholders voted 99.28% in favour of at the AGM

on 23 June 2023 and which provides details of our

approach to remuneration and the parameters

within which we implement pay arrangements

going forward, and how this links to our strategy;

and

> the Annual Report on Remuneration, which sets out

the remuneration arrangements and incentive

outcomes for the year under review and how the

Committee intends to implement the

Remuneration Policy in FY 2025. The Annual Report

on Remuneration is subject to an advisory

shareholder vote at the AGM in 2025.

Remuneration in FY 2024

During 2024 the Remuneration Committee has

continued to monitor the pay of the Executive Director,

Chair and Non-Executive Directors and continues to

view it as commensurate to the work being undertaken

and in line with the market taking into account the

change in the Company’s market capitalisation and the

nature of the business. The remuneration payable to

the CEO has remained static during 2024.

The fee levels for Non-Executive Directors is a matter

for the Chair and Executive team. Retaining a suitable

level of expertise within the Non-Executive Director

population is a priority for the Company. The fees

payable to the Non-Executives have also remained

static during 2024. It is worthy of note that the time

commitment provided by all Non-Executive Directors

was signiﬁcantly higher than both their service contracts

and would usually be anticipated in a Non-Executive

Director position, however there has been no additional

remuneration provided to the Non-Executive Directors

during 2024.

Due to the funding delays and cash constraints the

business has faced during 2024 the Directors have

on multiple occasions delayed receiving their fees,

in the case of the Non-Executive Directors, and salary

payments, in the case of the Executive Director,

to allow for prioritisation of payments to suppliers

and employees. For this, I would like to express my

appreciation. It should also be noted that members

of the team have also had delays in payment of their

salaries during the course of 2024 and into early 2025.

This has contributed to attrition and I would like to

thank those employees who have remained committed

to supporting the Company and its shareholders

despite the circumstances.

During 2024 no additional awards were made under

the Long Term Incentive Plan and no annual bonus

plan was introduced. This was largely due to the cash

constraints and ﬁnancial pressure the Company

was placed under during the year and as a result,

prioritisation was given to those key operating activities

of the Group. During 2025 consideration will be given

to provision of Long Term Incentive Plan awards to

key members of the team as a retention tool.

The award made under the Long Term Incentive Plan

in 31 October 2022 due to vest on 31 October 2025

was subject to performance conditions which were

measurable over the last 3 months of 2024.

The performance conditions were not met, and hence

awards will not vest. It should also be noted that the

LTIP award made in May 2023 has been assessed

during the preparation of the ﬁnancial statements

and the Directors concluded that in their judgement

it is unlikely that the non-market condition of £300

million of inventory to be monetised over the Platform

by the performance period of the last 3 months of

2025 will be met. 50% of the potential award of the LTIP

award made in May 2023 is based on this condition.

The share price will also need to increase signiﬁcantly

during the same period to reach the lower threshold

of 0.15p for the market condition of which the other

50% of the award is based for any of this award to vest.

As part of the introduction of the LTIP, Executive

Directors became subject to share ownership guidelines

requiring them to build up a holding of shares worth

at least 200% of base salary (and to normally continue

to hold such shares for 2 years post-cessation).

The Chief Executive Oﬃcer, being the only Executive

Director at 31 December 2024, continued to hold over

this threshold as at that date. As set out later in this

Directors’ Remuneration Report, the Chief Executive

Oﬃcer held these shares in the Company through The

AvantGarde Group S.p.A (“TAG”), an entity wholly-owned

and controlled by Alessandro Zamboni.

66 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

No bonus payments were made to Executive Directors

during the year ending 2024. It is the view of the

Remuneration Committee that an annual bonus plan

is unlikely to be introduced during 2025 unless there

is a signiﬁcant improvement in business performance.

Implementation of the Directors’ Remuneration

Policy in FY2025

As explained above, remuneration levels of each

of the Executive and the Non-Executive Directors have

remained static during 2024. The intention is for this

to continue until there is signiﬁcant improvement in

business performance. Due to the departure of Enrico

Camerinelli and the decision not to replace him the

overall cost of the Board has reduced compared to

the prior year.

The Remuneration Committee has given consideration

to the performance conditions for 2025 Long Term

Incentives Plan Awards, any awards made during 2025

will comply with the Directors Remuneration Policy,

which aims to be aligned to shareholders’ needs.

Further details of this are provided in the Annual Report

on remuneration.

At the 2023 AGM an annual bonus plan was included as

part of the new Remuneration Policy. The Policy permits

the operation of a bonus plan with Executive Directors

eligible to receive a bonus of up to 100% of base salary.

The Remuneration Committee has given consideration

to the implementation of the bonus plan for the

Executive Director in line with this policy and concluded

that in light of the Company’s ﬁnancial circumstances,

it is not yet appropriate to approve such a bonus plan.

As detailed above the Remuneration Committee does

not intend to implement a bonus plan in 2025 unless

there is a signiﬁcant change to Company performance.

Conclusion

The Remuneration Committee continues to be

committed to adopting a responsible approach when

setting executive pay, which I hope this Directors’

Remuneration Report demonstrates. The Committee

recognises the importance of developing a close

relationship with shareholders in facilitating its work

in developing our pay arrangements. Feedback

provided by shareholders at the AGM has been

reviewed and considered by the Committee. I am happy

to hear from shareholders if there are any questions

or feedback on our approach to executive remuneration

and if you have any comments or feedback on this

report, then please let me know through the Company

Secretary or email our investor inbox.

I look forward to receiving your feedback at the

2025 AGM.

On behalf of the Remuneration Committee.

Alexandra Galligan

Chair of the Remuneration Committee

12 October 2025

67 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

Directors' remunerations report – at a glance

Our pay principles

Implementation of our Policy in FY 2025

Promotion of the long-term success of the Group

The principal aim of the Directors’ Remuneration Policy is the ability to oﬀer competitive remuneration packages which

are designed to attract, retain and provide appropriate incentives to Executive Directors with the experience and

necessary skills to operate and develop the Group’s business to its maximum potential, thereby delivering the highest

level of return for our shareholders.

Fixed pay Salary/fees

Pension

Beneﬁts

> CEO – GBP £207,000

> CEO – 6% of salary

> CEO entitled to life assurance and health insurance,

however he has not taken up the health insurance

beneﬁt

Annual bonus Maximum > 100% of salary

> 2025 plan not yet approved. Consideration will be

given by the Remuneration Committee during 2025

to the implementation of a 2025 plan in line with

the policy and depending on the Group’s ﬁnancial

performance

> Individual bonuses allocated based on delivery of

corporate and/or individual performance objectives

> Any bonus in excess of 50% of salary deferred into

shares for three years

> Malus and clawback provisions operate

Performance Measures

Operation

Long Term

Incentive Plan

Award level

> Up to 100% of salary, the CEO will receive a grant

over shares worth a maximum of 100% of salary

> No decision has been made with regard to making

a 2025 LTIP award, any award made would comply

with the shareholder approved Directors

Remuneration Policy

> Performance measured over three years

> Two-year additional holding period applies to

vested awards

> Malus and clawback provisions operate

Performance Measures

Operation

Share ownership

guidelines

In-employment guideline

Post-cessation guideline

Shareholding as a

multiple of salary at

31 December 20241

> 200% of salary

> 200% of salary to be held for two years post-employment

> CEO – 2.89

The shareholding as a multiple of salary has been calculated using the value of the shareholding held at 31 December 2024 compared to the full year salary

for the year ended 31 December 2024.

68 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

The number of shares of the Company held by the CEO,

through the AvantGarde Group S.p.A as at 31 December

2024 was 16,194,038,529. There have been no other

changes between 31 December 2024 and 30 September

2025, being the latest practicable prior to the

publication of this report.

Directors Remuneration Policy

This part of the Directors’ Remuneration Report sets

out the Directors’ Remuneration Policy, which

shareholders voted 99.28% in favour of at the AGM

on 23 June 2023 (the “Policy”), provides details of our

approach to remuneration and the parameters within

which we implement pay arrangements going forward,

and how this links to our strategy. This Policy formally

applies for three years beginning on the date of approval

(being 23 June 2023) unless a new policy is presented to

shareholders in the interim. All payments during the

year ended 31 December 2024 and to date in 2025 to

Directors are consistent with the approved Policy.

Considerations when determining the Directors’

Remuneration Policy

The overarching objective of the Policy is to promote

the long-term success of the Group. In seeking to

achieve this objective the Remuneration Committee

takes account of the following guiding principles:

> remuneration packages should be clear and simple;

> arrangements should be closely aligned with the

interests of shareholders and other key

stakeholders and ensure that the Group is not

unduly exposed to risk;

> remuneration should align with, and support, our

values;

> a signiﬁcant proportion of remuneration should

be based on performance-related components

with potential rewards subject to the achievement

of challenging performance targets based on

measures linked to the Group’s KPIs and to the

best interests of stakeholders; and

> salaries and the overall level of potential

remuneration should be competitive but not

excessive when compared with other companies

of a similar size, scale and geographical reach and

should be suﬃcient to recruit, retain and motivate

individuals of the requisite calibre to deliver

long-term success.

Consideration of shareholders’ views

The Committee is committed to an ongoing dialogue

with shareholders and welcomes feedback on Directors’

remuneration. The Committee will seek to engage

appropriately with major shareholders and their

representative bodies on changes to the Policy.

The Committee will also consider shareholder feedback

received in relation to the remuneration-related

resolutions each year following the AGM. This, plus

any additional feedback received from time to time

(including any updates to shareholders’ remuneration

guidelines), will then be considered as part of the

Committee’s annual review of remuneration policy

and its implementation.

The Remuneration Committee also actively monitors

developments in the expectations of institutional

investors and considers good practice guidelines from

institutional shareholders and shareholder bodies.

Consideration of employment conditions elsewhere

in the Group

The Committee closely monitors the pay and conditions

of the wider workforce and the design of the Directors’

Remuneration Policy is informed by the policy for

employees across the Group. While employees are

not formally directly consulted on the design of the

Directors’ Remuneration Policy, we have a relatively

small workforce which allows the Board to regularly

engage directly with employees. In addition, the

Committee receives periodic updates on remuneration

arrangements and employment conditions across the

Group from the Chief People Oﬃcer during 2024.

Diﬀerences in pay policy for Executive Directors in

comparison to employees more generally

The overall approach to reward for employees across

the workforce is a key reference point when setting

the remuneration of the Executive Directors. As for the

Executive Directors, general practice across the Group

is to recruit employees at competitive market levels

of remuneration, incentives and beneﬁts to attract

and retain employees, accounting for local conditions.

When aﬀordable for the Company, it is envisaged that

all employees will be able to earn annual bonuses for

delivering exceptional performance and the corporate

measures used to generate the bonus pool apply to all

employees participating in the annual bonus plan.

Due to the delay in signiﬁcant revenue generation by

the Group no bonuses have been paid to employees.

69 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

Despite inﬂation increasing over the last few years there

has also been extremely limited ability by the Group

to increase employee base salaries and the majority

of employees have not received increases over the last

few years. This will over time impact the Group’s ability

to retain and attract employees.

The key diﬀerence between the remuneration

of Executive Directors and that of our other employees

is that, overall, at senior levels, remuneration is

increasingly long term, and ‘at risk’ with an emphasis

on performance-related pay linked to business

performance and share based remuneration.

This ensures that remuneration at senior levels will

increase or decrease in line with business performance

and provides alignment between the interests of

Executive Directors and shareholders. In particular,

performance-based long-term incentives are normally

reserved for those considered to have the potential to

inﬂuence overall levels of performance.

Policy table for Executive Directors

The table below sets out the main components

of approved Directors’ Remuneration Policy, together

with further information on how these aspects of

remuneration operate. The Remuneration Committee

has discretion to amend remuneration to the extent

described in the table and the written sections that

follow it.

Component Purpose

and link to

strategy

Operation Maximum

opportunity

Performance

measures

Base salary

While there is no prescribed

maximum salary or

maximum increase,

increases will normally be in

line with the typical range of

salary increases awarded (in

percentage of salary terms)

to the wider workforce.

Larger salary increases

may be awarded to take

account of individual

circumstances, such as:

> where an Executive

Director has been

promoted or has had a

change in scope or

responsibility;

> where the Committee has

set the salary of a new hire

at a discount to the

market level initially, a

series of planned

increases can

be implemented over

the following few years

to bring the salary to the

appropriate market

position, subject to

individual performance;

> where the Committee

considers it appropriate to

adjust salaries to reﬂect

the continuing

development

of the Company.

Increases may be

implemented over such time

period as the Committee

deems appropriate.

Although there are no

formal performance

conditions, any increase

in base salary is only

implemented after careful

consideration of individual

contribution and

performance and having

due regard to the factors

set out in the Operation

column of this table.

Salaries are usually reviewed

annually, with any increases

typically eﬀective from the

start of the ﬁnancial year.

Salaries are typically set

after considering:

> pay and conditions

elsewhere in the Group;

> overall Group

performance;

> individual performance

and experience;

> progression within the

role; and

> competitive salary levels in

companies of a broadly

similar size, scale and

complexity.

To provide

competitive ﬁxed

remuneration.

To attract and

retain Executives

of a superior

calibre.

70 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

Component Purpose

and link to

strategy

Operation Maximum

opportunity

Performance

measures

Beneﬁts

As it is not possible to

calculate in advance the cost

of all beneﬁts, a maximum is

not pre-determined.

The maximum level of

participation in all-employee

share plans is subject to the

limits imposed by the

relevant tax authority from

time to time.

Not applicable. Executive Directors are

currently entitled to beneﬁts

including life assurance and

health insurance.

Executives Directors will

be eligible for any other

beneﬁts which are

introduced for the wider

workforce on broadly similar

terms, other beneﬁts

(including a car or car

allowance) might be

provided from time to

time based on individual

circumstances and if the

Committee decides

payment of such beneﬁts

is appropriate.

For external and internal

appointments or

relocations, the Company

may pay certain relocation

and/or incidental expenses

as appropriate (for up to

two years from recruitment).

Any reasonable

business-related expenses

can be reimbursed (and

any tax thereon met if

determined to be a taxable

beneﬁt).

Executive Directors are

also provided with the

opportunity to participate in

any all-employee share plan

arrangements on the same

basis as other employees.

To provide

competitive ﬁxed

remuneration.

To attract and

retain Executives

of a superior

calibre.

Pension

The maximum employer’s

contribution or cash

allowance in lieu of pension

is limited to up to the

contribution levels of the

majority of the workforce

(currently 6% of salary).

Not applicable. The Group may oﬀer

participation in a deﬁned

contribution pension plan or

may permit Executive

Directors to take a cash

supplement in lieu of

pension up to the same

value.

To provide

employees with

long-term savings

to allow for

retirement

planning.

71 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

Component Purpose

and link to

strategy

Operation Maximum

opportunity

Performance

measures

Annual bonus

Maximum annual bonus

opportunity is 100% of base

salary.

A bonus plan has not yet

been approved for 2025.

The Remuneration

Committee will consider this

prudently during 2025 in

light of revenue generation

and the cash ﬂow position

of the Group.

It is intended that a variable

pay pool is formed based

on a combination of proﬁt

and satisfaction of strategic

and personal objectives

although the Committee

may adopt alternative

arrangements within the

overall cap.

Targets are set annually

with measures linked to

the Group’s strategy and

aligned with key ﬁnancial,

strategic and/or individual

targets.

The performance measures

applied may be ﬁnancial

or non-ﬁnancial, corporate,

divisional or individual, and

in such proportions as the

Committee considers

appropriate.

A graduated scale of targets

is set for each measure,

with no pay-out for

performance below a

threshold level of

performance.

The Committee has

discretion to amend the

pay-out should any

formulaic outcome not

reﬂect the Committee’s

assessment of overall

business performance.

Awards are based on

performance typically

measured over one year.

Any payment is discretionary

and pay-out levels are

determined by the

Committee after the year

end based on performance

against pre-set targets.

Bonus is normally paid in

cash, except for any bonus

in excess of 50% of base

salary which is deferred

into an award over shares,

typically for a three-year

period.

Dividends or dividend

equivalents may accrue

on deferred share awards.

The vesting of the deferred

share awards is not subject

to the satisfaction of any

additional performance

conditions.

The annual bonus plan

includes malus and

clawback provisions which

enable the Committee (in

respect of both the cash

and the deferred elements

of bonuses) to recover

or withhold value in the

event of certain deﬁned

circumstances (i.e. in cases

of gross misconduct,

material misstatement

of ﬁnancial results, error

in calculation, material risk

failings, reputational damage

or corporate failure).

Rewards

achievement of

annual ﬁnancial

and business

targets aligned

with the KPIs of

the Group.

Bonus deferral

encourages

long-term

shareholding,

provides a

retention

element and

discourages

excessive risk

taking.

72 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

Component Purpose

and link to

strategy

Operation Maximum

opportunity

Performance

measures

Long Term

Incentive

Plan (‘LTIP’)

The LTIP allows for awards

over shares with a maximum

value of 100% of base salary

per ﬁnancial year (the

Committee reserves the

discretion to grant awards

up to a maximum value of

200% of base salary per

ﬁnancial year for recruitment

related awards or in

exceptional circumstances).

Actual participation levels

will be kept under regular

review, and the Committee

expressly reserves

discretion to make such

awards as it considers

appropriate within the plan

limits.

LTIP performance measures

may include, but are not

limited to, ﬁnancial, TSR,

strategic and ESG-related

objectives.

The Committee retains

discretion to set alternative

measures and weightings

for awards over the life of

the Policy.

Targets are set and

assessed by the Committee

in its discretion.

A maximum of 25% of any

element vests for achieving

the threshold performance

target and 100% for

maximum performance.

The Committee has

discretion to reduce the

vesting level should any

formulaic outcome not

reﬂect the Committee’s

assessment of overall

business performance.

Awards will be in the form of

nil or nominal-cost share

options, conditional shares

or other such form as has

the same economic eﬀect.

Awards will normally be

granted with vesting

dependent on the

achievement of

performance conditions

set by the Committee, with

performance normally

measured over at least a

three-year performance

period.

In line with best practice

for ﬁnancial-services

companies, ‘restricted stock’

LTIP awards may be made

to control function

personnel (e.g. Chief Risk

Oﬃcer) which are not

subject to performance

measures.

Awards will be subject to

a further two-year holding

period, and shares will

typically not be released

to participants until the end

of any such holding period.

During the vesting period

(and the additional holding

period) the value of any

dividends on performance

vested shares will be

credited as re-invested in

further LTIP award shares.

The LTIP includes malus

and clawback provisions

which enable the Committee

(to recover or withhold value

in the event of certain

deﬁned circumstances (i.e.

in cases of gross

misconduct, material

misstatement of ﬁnancial

results, error in calculation,

material risk failings,

reputational damage

or corporate failure).

To incentivise

Executive

Directors,

and to deliver

genuine

long-term

performance-

related pay, with

a clear line of

sight for

Executives and

direct alignment

with

shareholders’

interests.

73 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

Component Purpose

and link to

strategy

Operation Maximum

opportunity

Performance

measures

ownership

guidelines

Not applicable. Not applicable.Executive Directors are

expected to accumulate and

maintain a holding in shares

in the Company equivalent

in value to no less than

200% of base salary.

Executive Directors will be

expected to retain the lower

of actual shares held at

cessation and shares equal

to 200% of salary for two

years post-cessation.

These guidelines apply in

respect of any shares which

vest from Supply@ME share

awards granted after the

2022 AGM.

To ensure that

Executive

Directors’

interests are

aligned with

those of

shareholders

over a longer

time horizon.

74 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

Component Purpose

and link to

strategy

Operation Maximum

opportunity

Performance

measures

Chairman

and

Non-Executive

Directors’ fees

The aggregate fees and any

beneﬁts of the Chairman and

Non-Executive Directors will

not exceed the limit from

time to time prescribed

within the Company’s Articles

of Association for such fees

(currently £500,000 p.a. in

aggregate).

Any increases actually made

will be appropriately

disclosed.

Not applicable.Fees are normally reviewed

annually taking into account

factors such as the time

commitment and

contribution of the role and

market levels in companies

of comparable size and

complexity.

The Non-Executive

Chairman is paid an

all-inclusive fee for all Board

responsibilities.

Fees for the other

Non-Executive Directors

may include a basic fee and

additional fees for further

responsibilities (for example,

holding the oﬃce of Senior

Independent Director or

chairing of Board

Committees).

The Company repays any

reasonable expenses that a

Non-Executive Director

incurs in carrying out their

duties as a Director,

including travel,

hospitality-related and other

modest beneﬁts and any tax

liabilities thereon, if

appropriate.

In exceptional

circumstances, if there is a

temporary yet material

increase in the time

commitments for the

Chairman or Non-Executive

Directors, the Board may

pay extra fees on a pro rata

basis to recognise the

additional workload.

The Chairman and

Non-Executive Directors

cannot participate in any of

the Group’s incentive

arrangements.

To attract high

calibre individuals

and to

appropriately

reﬂect knowledge,

skills and

experience.

75 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

Explanation of performance measures chosen

Performance measures for the annual bonus, once

introduced, will be selected annually to align with the

target KPIs and prevailing strategic imperatives of the

Group, and the interests of shareholders and other

stakeholders. Financial measures will normally be used

to determine the overall bonus pool (e.g. as a % of

group pre-tax proﬁt) and the individual allocations

will be made based on key strategic and/or personal

objectives designed to ensure that Executive Directors

are incentivised to deliver across a range of objectives.

‘Target’ performance is typically set in line with the

business plan for the year, with threshold to stretch

targets set around this based on a sliding scale which

takes account of relevant commercial factors. Only

modest rewards are available for delivering threshold

performance levels, with rewards at stretch requiring

material outperformance of the business plan.

As outlined earlier in the report no bouses were paid

in 2024 and it is the Remuneration Committees

intention not to implement a bonus plan in 2025 unless

Group’s performance signiﬁcantly improves. As outlined

earlier in this report no performance related pay has

been paid during 2024.

Performance measures for the LTIP are selected

in order to provide a robust and transparent basis

on which to measure the Group’s performance,

to demonstrably link remuneration outcomes to

delivery of the business strategy over the longer term,

and to provide strong alignment between senior

management and shareholders. They should not

be considered as the goals for the business, but rather

as the level considered by the Committee to be

appropriate to facilitate the overarching goals of the

LTIP, to reward and retain key staﬀ. The policy provides

for Committee discretion to alter the LTIP measures

and weightings to ensure they can continue to facilitate

an appropriate measurement of performance over the

life of the policy, taking account of any evolution in the

Group’s strategic ambitions. The measures for the 2022

grant were absolute TSR (equivalent to a range of

0.6945-1p over the last 3 months of FY 2024), the

performance conditions for which have not been met

and hence the options will not vest.

The performance measures for the 2023 grant were;

> 50% of the award to be based on absolute TSR over

3 ﬁnancial years, requiring (assuming no dividends)

the average closing share price over the period 1

October 2025 – 31 December 2025 to be 0.15p for

25% of the award to vest increasing on a straight

line basis to 0.3p for 100% to vest; and

> 50% of the award to be based on volume of

inventory monetised by the end of the

performance period (31 December 2025). 25% of

award to vest if £300m of inventory is monetized (in

aggregate) over the 3 ﬁnancial years ending 31

December 2025, increasing on a straight line basis

to 100% of the award to vest if £400m of inventory

is monetized (in aggregate) in the same period. This

is contingent on the Remuneration Committee

deeming the inventory was monetised on

acceptable commercial terms.

As outlined above it is the view of the Directors that the

inventory monetised performance condition is unlikely

to be met and this has been factored into the cost of the

2023 LTIP recognised in the ﬁnancial statements for the

year ended 31 December 2024. It should also be noted

that the share price will also need to increase

signiﬁcantly to reach the lower threshold of 0.15p for

the market condition to be met.

No new LTIP awards were issued during 2024. During

2025 the Remuneration Committee will consider if any

new LTIP awards should be made to key members of

the team as a retention tool. If this is the case any

performance measures will comply with the Directors

Remuneration Policy.

The vesting for the 2023 and any 2025 LTIP award will

also be subject to the ability of the Committee to reduce

vesting if it considers that appropriate having regard to

ﬁnancial, risk and strategic performance.

When setting performance targets for any future bonus

and LTIP, the Committee will take into account a

number of diﬀerent reference points, which may

include the Group’s business plans and strategy,

external forecasts and the wider economic

environment.

Flexibility, discretion and judgement

The Remuneration Committee operates the annual

bonus and LTIP according to the rules of each

respective plan which, consistent with market practice,

include discretion in a number of respects in relation to

the operation of each plan. Discretions include:

> who participates in the plan, the quantum of an

award and/or payment and the timing of awards

and/or payments;

> determining the extent of vesting;

> treatment of awards and/or payments on a change

of control or restructuring of the Group;

76 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

> whether an Executive Director or a senior manager

is a good/bad leaver for incentive plan purposes

and whether the proportion of awards that vest do

so at the time of leaving or at the normal vesting

date(s);

> how and whether an award may be adjusted in

certain circumstances (e.g. for a rights issue, a

corporate restructuring or for special dividends);

> what the weighting, measures and targets should

be for the annual bonus plan and LTIP awards from

year to year;

> the ability to apply malus and clawback provisions

which enable the Committee to recover or withhold

value in the event of certain deﬁned circumstances;

> the Committee also retains the ability, within the

policy, if events occur that cause it to determine

that the conditions set in relation to an annual

bonus plan or a granted LTIP award are no longer

appropriate or unable to fulﬁl their original

intended purpose, to adjust targets and/or set

diﬀerent measures or weightings for the applicable

annual bonus plan and LTIP awards. Any such

changes would be explained in the subsequent

Directors’ Remuneration Report and, if appropriate,

be the subject of consultation with the Company’s

major shareholders; and

> the ability to override formulaic outcomes in line

with Policy.

All assessments of performance are ultimately subject

to the Committee’s judgement. Any discretion

exercised, and the rationale, will be disclosed in the

Annual Remuneration Report.

Legacy arrangements

For the avoidance of doubt, in approving this Directors’

Remuneration Policy, authority is given to the Company

to honour any previous commitments entered into with

current or former Directors (such as the payment of a

pension or the unwinding of legacy share awards

granted before the approval of this Policy) that remain

outstanding. While these details are included in the

remuneration report for transparency, it is not

necessary to include them within the remuneration

policy or the various emoluments tables as it does not

comprise legal remuneration, However it is accounted

for as remuneration (see single total ﬁgure of

remuneration for each Director section).

Illustrations of application of remuneration policy

The chart below sets out an illustration of the

application of the Directors’ Remuneration Policy set out

above for the current only Executive Director being the

Chief Executive Oﬃcer, Alessandro Zamboni. The chart

shows the split of remuneration between ﬁxed pay and

LTIP on the basis of minimum remuneration,

remuneration receivable for performance in line with

the Group’s expectations, maximum remuneration (not

allowing for any share price appreciation) and

maximum remuneration (assuming 50% share price

growth).

As a 2025 bonus plan for Executive Directors has not yet

been approved the charts exclude any value relating to

annual bonus.

77 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

In illustrating the potential reward, the following assumptions have been made.

Recruitment remuneration

The policy aims to facilitate the appointment of

individuals of suﬃcient calibre to lead the business,

to execute the Group’s strategy eﬀectively and to

promote the long-term success of the Group for the

beneﬁt of shareholders and other stakeholders. When

appointing a new Executive Director, the Committee

seeks to ensure that arrangements are in the best

interests of the Group and not to pay more than is

appropriate.

When hiring a new Executive Director, the Committee

will typically align the remuneration package with the

above Policy. The Committee may include other

elements of pay which it considers are appropriate;

however, this discretion is capped and is subject to the

principles and the limits referred to below.

> New Executive Directors will be oﬀered a basic

salary in line with the Policy. This will take into

consideration a number of factors including,

external market forces, the expertise, experience

and calibre of the individual and current level of

pay. Where the Committee has set the salary of a

new appointment at a discount to the market level

initially until proven, they may receive an uplift or

a series of planned increases to bring the salary to

the appropriate market position over time.

> For external and internal appointments, the

Committee may agree that the Company will meet

appropriate relocation and/or incidental expenses

as appropriate.

> Annual bonus awards, LTIP awards and pension

contributions would not be in excess of the levels

stated in the Policy table above.

> Depending on the timing of the appointment, the

Committee may deem it appropriate to set

diﬀerent annual bonus performance conditions for

the ﬁrst performance year of appointment. An LTIP

award can be made following an appointment

(assuming the Company is not in a closed period).

> Where a position is ﬁlled internally, any ongoing

remuneration obligations or outstanding variable

pay elements shall be allowed to continue

according to the original terms, adjusted as

relevant to take into account the appointment.

> In addition, the Committee may oﬀer additional

cash and/or share-based buyout awards when it

considers these to be in the best interests of the

Company (and therefore shareholders) to take

account of remuneration given up at the

individual’s former employer. Such awards would

represent a reasonable estimate of the value

foregone and would reﬂect, as far as possible, the

delivery mechanism, time horizons and whether

performance requirements are attached to that

remuneration. Shareholders will be informed of any

such payments at the time of appointment and/or

in the next published Annual Report. However, for

the avoidance of doubt, the value of buy-out

awards is not capped.

> For the appointment of a new Chairman or

Non-Executive Director, the fee arrangement would

be set in accordance with the approved Policy.

Fixed pay

Fixed elements of remuneration only,

being:

> base salary (being the salary to

be paid in FY 2025).

> beneﬁts paid in FY 2025 with

an assumed value of £1k.

> pension contributions of 6%

of salary.

No vesting.

25% of maximum award vesting

(equivalent to 25% of salary) for

achieving threshold performance.

100% of maximum award vesting

(equivalent to 100% of salary)

for achieving maximum performance.

100% of maximum award vesting

(equivalent to 100% of salary) for

achieving maximum performance plus

hypothetical share price growth of 50%.

LTIP (normal policy level)

Minimum performance

Performance in line with

expectations

Maximum performance

Maximum performance plus

50% share price growth

Notes to the scenarios methodology: LTIP is measured at face value, i.e. no assumption for dividends or share price growth (other than in the fourth scenario).

78 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

Service contracts and letters of appointment

The Company’s policy is that Executive Directors should

normally be employed under rolling service contracts

with notice periods of up to 12 months (from each

party). Further details are provided on page 86.

All Non-Executive Directors have letters of appointment

which may be terminated by the giving of notice by

either party (see page 86 for details of current notice

periods). Chairman and Non-Executive Director

appointments are subject to Board approval and

election by shareholders at each annual general

meeting.

Copies of Executive Directors’ service contracts and

Non-Executive Directors’ letters of appointment are

available for inspection at the Company’s registered

oﬃce during normal hours of business.

79 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

Payments for loss of oﬃce

The principles on which the determination of payments for loss of oﬃce will be approached are set out below:

Policy

Payment in lieu of notice

The Company may terminate a Director’s contract with immediate eﬀect with or without cause

by making a payment in lieu of notice by monthly instalments of salary and beneﬁts, with

reductions for any amounts received from providing services to others during this period.

There are no obligations to make payments beyond those disclosed elsewhere in this report.

Annual bonus

This will be at the discretion of the Committee on an individual basis and the decision as to

whether or not to award an annual bonus award in full or in part will be dependent on a

number of factors, including the circumstances of the individual’s departure and their

contribution to the business during the annual bonus period in question. Any annual bonus

award amounts paid will be prorated for time in service during the annual bonus period and

will, subject to performance, be paid at the usual time (although the Committee retains

discretion to pay the annual bonus award earlier in appropriate circumstances). Any bonus

earned for the year of departure and, if relevant, for the prior year may be paid wholly in cash

at the discretion of the Committee.

On a change of control, annual bonuses will either continue for the full year or a pro-rata

bonus may be paid out to the time of completion.

Deferred bonus awards

If a participant ceases employment for any reason (other than voluntary resignation or

summary dismissal, in which case the award will lapse), the award will ordinarily continue until

the normal vesting date. The Committee retains discretion to release awards when the

participant leaves.

On a change of control, awards will generally vest on the date of a change of control, unless

the Committee permits (or requires) awards to roll over into equivalent shares in the acquirer.

LTIP

Any outstanding awards will ordinarily lapse, however in ‘good leaver’ cases the default

treatment is that awards will vest subject to any performance conditions and time pro-ration

and the holding period will normally continue to apply. For added ﬂexibility, the rules allow for

the Committee to decide not to pro-rate (or pro-rate to a diﬀerent extent) if it decides it is

appropriate to do so, and to allow vesting to be triggered at the point of leaving by reference

to performance to that date, rather than waiting until the end of the performance period if the

Committee so decides.

On a change of control, awards will generally vest on the date of a change of control, unless

the Committee permits (or requires) awards to roll over into equivalent shares in the acquirer.

Any vesting of awards will be subject to assessment of performance against any performance

conditions and will normally be pro-rated.

Buy-out awards

Where a buy-out award is made under the Listing Rules then the leaver provisions would be

determined at the time of the award.

Other payments

The Group may pay outplacement and professional legal fees incurred by Executive Directors

in ﬁnalising their termination arrangements, where considered appropriate, and may pay any

statutory entitlements or settle compromise claims in connection with a termination of

employment, where considered in the best interests of the Company. Outstanding

savings/shares under all-employee share plans would be transferred in accordance with the

terms of the plans.

Where the Committee retains discretion it will be used to provide ﬂexibility in certain situations, taking into account the particular

circumstances of the Director’s departure and performance.

80 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

External appointments

The Company recognises that its Executive Directors

may be invited to become Non-Executive Directors of

other companies and that such external appointments

can broaden a Director’s experience and knowledge to

the potential beneﬁt of Supply@ME. Subject to approval

by the Board, Executive Directors are allowed to accept

other appointments, provided that these appointments

are not likely to lead to conﬂicts of interest that are not

able to be appropriately managed. The Committee will

consider its approach to the treatment of any fees

received by Executive Directors in respect of external

roles as they arise. Each appointment is considered on

its merits and the potential beneﬁts it could bring to

Supply@Me.

Annual Report on Remuneration

Role and composition of the Remuneration Committee

The Board is ultimately accountable for executive

remuneration and delegates this responsibility to the

Remuneration Committee. The Remuneration Committee

is responsible for developing and implementing a

remuneration policy that supports the Group’s strategy

and for determining the Executive Directors’ individual

packages and terms of service together with those of the

other members of the leadership team (including the

Company Secretary). When setting the remuneration

terms for Executive Directors, the Committee reviews and

has regard to workforce remuneration and related policies

and takes close account of the remuneration related

provisions of the QCA Corporate Governance Code.

The Committee is formally constituted and operates on

written terms of reference, which are available on the

Company’s website at https://www.supplymecapital.com

/investors/governance.

During 2024 the Committee was comprised of Alexandra

Galligan (as Chair of the Remuneration Committee),

David Bull, Albert Ganyushin and Enrico Camerinelli

prior to his stepping down from the Board on 30

September 2024.

The Committee met three times during the year ended

31 December 2024. Alexandra, David and Albert

attended all meetings, Enrico attended one meeting

prior to his departure on 30 September 2024.

By invitation of the Committee, meetings are also

attended by the CEO, CFO and CPO, who are consulted

on matters discussed by the Committee, unless those

matters relate to their own remuneration. Advice or

information is also sought directly from other employees

where the Committee feels that such additional

contributions will assist the decision-making process.

In order to avoid any conﬂict of interest, remuneration

is managed through well-deﬁned processes ensuring no

individual is involved in the decision-making process related

to their own remuneration. In particular, the remuneration

of Executive Directors is set and approved by the

Committee. The Chair and Executive Directors are

responsible for the remuneration of the Non-Executive

Directors and the Non-Executives (excluding the Chair) and

the Executive Directors are responsible for determining the

Chair’s remuneration. None of the Directors are involved in

the determination of their own remuneration arrangements.

The Committee is authorised to take such internal and

external advice as it considers appropriate in connection

with carrying out its duties, including the appointment of

its own external remuneration advisers. During the year,

the Committee was assisted in its work by FIT

Remuneration Consultants LLP. FIT was appointed in July

2021 and has continued to provide advice in relation to

general remuneration matters during 2024. Fees incurred

by FIT in relation to advice provided to the Committee

during the year to 31 December 2024 were £2,400

(including VAT), charged on a time/cost basis. FIT is a

member of the Remuneration Consultants Group and,

as such, voluntarily operates under the Code of Conduct

in relation to executive remuneration consulting in the UK.

The Committee is satisﬁed that the advice they received

from FIT was objective and independent.

The Committee considered the following main items

during the 2024 ﬁnancial year:

> Review of the remuneration policy, including key

performance indicators;

> Consideration of a 2024 issuance under the long-term

incentive, which was not taken forward;

> Consideration and review of shareholder feedback

on remuneration post the AGM;

> Design for proposed Executive and Leadership team

bonus plan and discussion on appropriate targets

and timing, this will remain under review during 2025;

> Review of Board level salary considering external

benchmark;

> Preparations for Directors’ remuneration reporting

in respect of 2023 and 2024 and review of the

Remuneration policy; and

> Review and update of Committee terms of reference.

Since the end of the 2024 ﬁnancial year, the Committee has:

> Reviewed and contributed to the publishing of this

Directors Remuneration Report;

> Considered approach to Executive Directors KPIs/

Strategic Priorities;

> Reviewed and updated the Remuneration Committee

Terms of Reference; and

> Given consideration to correspondence from

shareholders.

81 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

The information that follows has been audited (where indicated) by the Company’s auditors, Bright Grahame Murray.

Single total ﬁgure of remuneration for each Director (audited)

The table below reports the full-year total remuneration receivable by those Directors who performed qualifying

services during the year.

For the year ended 31 December 2024:

Executive Director

Alessandro Zamboni

Non-Executive Directors

Albert Ganyushin

Enrico Camerinelli

David Bull

Alexandra Galligan

Total

Base salary/

fees

207,000

150,000

22,500

40,000

459,500

Beneﬁts 1

373

Pension 2

12,420

Annual

bonus 3

Long-term

incentives 4

Total

219,793

150,000

22,500

40,000

472,293 5

Total

ﬁxed

219,793

150,000

22,500

40,000

472,293

Total

variable

1 Non-salary beneﬁts include the provision of life assurance.

2 The amount of the employer pension contribution is based on a ﬁxed percentage of base salary, being 6% for the Chief Executive Oﬃcer only.

3 The Group did not operate a bonus scheme in 2024. Please see details of future intention in the Directors Remuneration Policy.

4 The CEO was awarded share options in the 2022 and 2023 LTIP awards. During the year ended 31 December 2024 there were no share options that vested

under the 2022 or 2023 LTIP award or any other share option awards.

5 The aggregate emoluments (being salary/fees, bonuses, beneﬁts and pension allowances) of all Directors for 2024 was £472,293 (2023:£ 580,293).

The table above represents the amounts due to the directors during the year ended 31 December 2024, however some of these amounts were not

actually paid until 2025.

82 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

For the year ended 31 December 2023:

Executive Directors

Alessandro Zamboni

Tom James 5

John Collis 5

Non-Executive Directors

Albert Ganyushin

Andrew Thomas 6

Enrico Camerinelli

David Bull

Alexandra Galligan 7

Total

Base salary/

fees

207,000

51,252

150,000

6,269

30,000

40,000

31,846

567,619

Beneﬁts 1

254

Pension 2

12,420

Annual

bonus 3

Long-term

incentives 4

Total

219,674

51,252

150,000

6,269

30,000

40,000

31,846

580,293 8

Total

ﬁxed

219,674

51,252

150,000

6,269

30,000

40,000

31,846

580,293

Total

variable

1 Non-salary beneﬁts include the provision of life assurance.

2 The amount of the employer pension contribution is based on a ﬁxed percentage of base salary, being 6% for the Chief Executive Oﬃcer only.

3 The Group did not operate a bonus scheme in 2023. Please see details of future intention in the Directors Remuneration Policy.

4 The CEO was awarded share options in the 2022 and 2023 LTIP awards. The other Executive Directors who were in role at the time of both the 2022 and 2023

LTIP award being made did not receive any share awards due to the separate earn out arrangements that they were a party to. During the year ended

31 December 2023 there were no share options that vested under the 2022 or 2023 LTIP award or any other share option awards.

5 Tom James and John Collis receive a proportion of their salary in USD. These amounts have been converted to GBP in the total above using the average

exchange rate of 1.23. Tom James and John Collis left the Board on 23 March 2023 and the amounts included in the table above include their salary and

fees to that date.

6 Andrew Thomas left the Board on 16 March 2023 and received fees to that date.

7 Alexandra Galligan joined the Board on 16 March 2023 and received fees from that date.

8 The aggregate emoluments (being salary/fees, bonuses, beneﬁts and pension allowances) of all Directors for 2023 was £580,293 (2022:£857,617).

83 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

Annual bonus for the year ending 31 December 2024

(audited)

The Company did not oﬀer annual bonus for FY24.

LTIP awards with performance periods ending in the

year (audited)

There were no long-term incentive awards due for

vesting during the year ending 31 December 2024.

However the long-term incentive awards issued on

31 October 2022 had performance conditions relating

to the last quarter of 2024 and were capable of vesting

on 31 October 2025 being the third anniversary of the

grant date had these performance conditions been met.

The required performance conditions were not met in

the last quarter of 2024 and as such these awards will

not vest during 2025.

LTIP awards granted in the year (audited)

During the year ending 31 December 2024 no new

long-term incentive awards were granted under the

Supply@ME Long Term Incentive Plan.

Payments for loss of oﬃce and to past Directors

(audited)

No such payments were made during the year.

Director 1

Alessandro Zamboni 2

Albert Ganyushin

Alexandra Galligan

David Bull

Enrico Camerinelli

16,194,038,529

5,000,000

2,493,333

2.89

0.00

N/A

Yes

N/A

2.0

N/A

Statement of Directors’ shareholding and share interests (audited)

The following table shows the interests of Directors and their connected persons in the Company’s ordinary shares

as at ending 31 December 2024.

Share awards

not subject to

performance

conditions

Share awards

subject to

performance

conditions

Shareholding

as a multiple

of salary at 31

December 2024 3

Shareholding

guideline as a

multiple of salary 4

Shareholding

guideline met?

Number of

shares owned

outright (including

connected persons)

Executive Director

Alessandro Zamboni

31 October 2022 1

19 May 2023

31 October 2025

19 May 2026

31 October 2027

19 May 2028

258,750,000 1

97,031,250

£207,000

£103,500

0.08p

0.107p

Vesting date

Holding period

ends

No of shares

granted Grant Price

Face value

(no of shares

x grant price)Date of Grant

1 The shareholdings and awards set out above include those held by Directors and their respective connected persons.

2 Alessandro Zamboni’s shares are held through The AvantGarde Group S.p.A.

3 The shareholding as a multiple of salary has been calculated using the value of the shareholding held at 31 December 2024 compared to the full year salary

for the year ended 31 December 2024.

4 The shareholding guideline as a multiple of salary is only applicable to Executive Directors and not to Non Executive Directors.

There have been no changes between 31 December 2024 and 30 September 2025, being the latest practicable prior to

the publication of this report in relation to the Directors’ shareholding set out in the table above.

Executive Directors Long term incentive (share) plan interests

1 The long-term incentive awards issued on 31 October 2022 had performance conditions relating to the last quarter of 2024 and were capable of vesting

on 31 October 2025 being the third anniversary of grant date if these performance conditions were met. The required performance conditions were not

met in the last quarter of 2024 and as such these awards will not vest during 2025.

84 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

Total shareholder return performance graph

The graph below shows the value at 31 December 2024

of £100 invested in the Company on 23 March 2020 (i.e.

the date that Admission to trading on the London Stock

Exchange) compared to the value of £100 invested in

the FTSE SmallCap Index (excluding Investment Trusts),

making the assumption that dividends are reinvested to

purchase additional equity. The FTSE SmallCap Index

(excluding Investment Trusts) has been selected as a

comparator index to the Company, being made up of

companies with a similar market capitalisation to the

Company.

Chief Executive Oﬃcer’s remuneration

The total remuneration ﬁgure for the Chief Executive Oﬃcer in 2024 is shown in the table below, along with the value

of bonuses paid, and LTIP vesting, as a percentage of the maximum opportunity. This table will build up to show ten

years’ worth of data over time.

2024

2023

2022

2021

2020

Alessandro Zamboni

CEOYear

CEO single ﬁgure of

total remuneration

Annual

bonus pay-out

% of maximum

LTIP vesting

% of maximum

219,793

219,674

219,576

234,376

138,750

300

200

100

Mar 2020

Dec 2020 Dec 2021 Dec 2022 Dec 2023 Dec 2024

Total Shareholder Return

(rebased to 100 at 23 March 2020)

Supply Me Capital FTSE Small Cap Ex.Inv Trusts

85 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

Annual percentage change in remuneration of

Directors and employees

The table below shows the percentage change in

remuneration of the Directors and employees of the

business between the 2023 and 2024 ﬁnancial years.

3 Tom James and John Collis both resigned from the Board on 23 March

2023 and received fees to this date during FY23, compared to nil in

FY24.

4 Enrico Camerinelli resigned from the Board on 30 September 2024 and

received fees to this date during FY24, compared to a full year in FY23.

5 Alexandra Galligan joined the Board on the 16 March 2023 and

therefore received fees from this date during FY23, compared to a full

year of fees in FY24.

6 Andrew Thomas resigned from the Board on 16 March 2023 and

received fees to this date during FY23, compared to nil in FY24.

Relative importance of spend on pay

The table below details the change in total staﬀ pay

between 2023 and 2024 as detailed in note 8 to the

Group consolidated ﬁnancial statements, compared

with distributions to shareholders by way of dividend,

share buy backs on any other signiﬁcant distributions

or payments. These ﬁgures have been calculated in line

with those in the audited ﬁnancial statements:

The total gross staﬀ pay for 2023 set out above includes

the gross staﬀ pay for TradeFlow for the period from 1

January 2023 to 30 June 2023, compared to for 2024

where the total gross staﬀ pay includes no amounts

relating to TradeFlow. This reﬂects the fact that the

TradeFlow Restructuring was ﬁnalised and completed

on 30 June 2023 and TradeFlow was deconsolidated

from the Group’s ﬁnancial results from this date.

Employees 1

Executive Directors 2

Alessandro Zamboni

Tom James 3

John Collis 3

Non-Executive Directors 2

Enrico Camerinelli 4

David Bull

Albert Ganyushin 5

Alexandra Galligan 5

Andrew Thomas 6

Salary or fees

Bonus

Beneﬁts

% change from FY2023 to FY2024

(100)

(25)

(100)

N/A

1 The % change from FY2023 to FY2024 of the employees salary is

calculated using the mean annualised FTE salaries of the Supply@ME

Capital Plc employee base. The % change from FY2022 to FY2023 of the

employee beneﬁts is calculated using the gross costs of these beneﬁts

to the Company.

2 In order to illustrate the % change of the Directors from FY2023 to

FY2024 the actual amount paid as salary and fees during the period

served as a Director has been used.

Total gross staﬀ pay

Dividends / share buybacks

2024 (£’000)

% change

2023 (£’000)

1,631

2,198

(25.8%)

N/A

Summary of shareholder voting

The following table shows the results of the advisory vote on the 2023 Directors’ Remuneration Report at the 2024

Annual General Meeting and the binding vote on the Directors’ Remuneration Policy at the 2023 Annual General Meeting:

For (including discretionary)

Against

Votes withheld

Approval of the 2023 Directors’ Remuneration Report (2024 AGM) Approval of the Remuneration Policy (2023 AGM)

Total number of votes % of votes cast Total number of votes % of votes cast

2,872,373,779

1,186,876,220

23,281,974

70.76 %

29.24 %

2,628,985,769

19,034,860

2,293,005

99.28%

0.72%

86 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Directors Remuneration Report

Executive Directors’ service contracts

The table below summarises key details in respect of

the current Executive Director contract:

The service contracts of all current Executive Directors

are available for inspection at the Company’s registered

oﬃce.

Non-Executive Directors’ letters of appointment

The table below summarises key details in respect of

the Non-Executive Directors’ contracts:

External appointments

As well as being CEO of Supply@MECapital Plc,

Alessandro Zamboni currently holds executive positions

at AZ Company S.r.l., AvantGarde 4.0 S.r.l., Orchestra

Group (rete di imprese), The AvantGarde Group S.p.A.,

and 1AF2 Limited and a Non-Executive Director role at

Darwinsurance S.r.l. RegTech Open Project Plc. RegTech

Open Project Srl. AvantGarde 4.0 S.r.l., Orchestra Group

(rete di imprese), Darwinsurance S.r.l., 1AF2 Ltd,

RegTech Open Project Plc and RegTech Open Project

Srl are currently in the process of being liquidated.

It should also be noted that on 15 May 2024 1AF2 Srl

was created as a shelf company (empty investment

vehicle) where he holds a Directorship. In addition, on 3

May 2024, Alessandro was appointed as a Class I

director of Nuburu, Inc (“Nuburu”) and subsequently on

the 17 January 2025 was also appointed as Executive

Chairman of Nuburu.

Implementation of policy for the year ending

31 December 2025

Basic salary

Executive Directors’ salaries for FY 24 are as follows:

The Committee reviewed Executive Directors salaries

during 2024 and again in early 2025 and no increases

are currently proposed for FY25.

Beneﬁts and pension

The CEO receives a pension contribution or allowance

of 6% of base salary.

Annual bonus

A bonus plan has not yet been approved for 2025.

The Remuneration Committee will consider this

prudently during 2025 in light of revenue generation

and the cash ﬂow position of the Group. If signiﬁcant

progress is made with respect to the Groups key

ﬁnancial targets a variable pay pool would be formed

based on a combination of proﬁt and satisfaction of

strategic and personal objectives. These objectives will

be linked to the Group’s strategy and aligned with key

ﬁnancial, strategic and/or individual targets and be

governed by the Remuneration Policy.

LTIP

Executive Directors are eligible to participate in the

LTIP. During 2025 consideration will be given as to the

appropriateness of making an award under the Long

Term Incentive Plan. If the Remuneration Committee

conclude an award is appropriate it will comply with

the Directors Remuneration Policy approved by

shareholders.

Non-Executive Directors’ fees

Non-Executive Directors’ fees for 2025 will remain the

same as during 2024. This will however be reviewed

during the year in light of business progress, market

conditions and time commitment required.

The Non-Executive Directors fees are detailed below:

Alessandro Zamboni

Date of service

contract/ letter

of appointment

Notice period

(from either party

unless stated

otherwise)

23 March 2020 12 months

Alessandro Zamboni

Base salary FY24 Director fees FY24

£207,000 -

David Bull

Albert Ganyushin

Alexandra Galligan

Date of letter of

appointment

Notice period

(from either party)

21 July 2021

30 June 2022

16 March 2023

90 days

Chairman

Base Non-Executive Director fee

Senior Independent Director fee

Chair of Audit or Remuneration Committee fee

Fee FY2023

150,000

30,000

10,000

87 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Report of the Directors

The Directors present their report on the Group

together with the audited consolidated ﬁnancial

statements for the year ended 31 December 2024.

Results and dividends

The Group’s consolidated loss for the year was

£2,923,000 (2023: £4,345,000). The Group’s

consolidated operating loss from continuing operations

before impairment charges and fair value adjustments

for the year was £2,329,000 (2023:£3,625,000). More

information about the Group’s ﬁnancial performance

can be found in the ﬁnancial review on pages 20 to 25

and in the Group's consolidated ﬁnancial statements

on pages 98 to 155. In addition, the stand alone

ﬁnancial statements for the Company can be found

on pages 156 to 171.

The Directors are not proposing a ﬁnal dividend for

the year ended 31 December 2024.

The stakeholder engagement section of the Strategic

Report contains information in respect of the Group’s

key stakeholders and business relationships, including

Review of Business and Future Developments

The Chief Executive’s Statement on page 4 and the

Strategic Report on pages 1 to 43 provide a review of

the business, the Group’s trading for the year ended 31

December 2024, key performance indicators and an

indication of future developments and risks, form part

of this Directors’ Report.

Matters covered in the Strategic Report

A comprehensive review and assessment of the

Group’s activities during the year as well as its position

at the year end and prospects for the forthcoming year

are included in the Chief Executive’s Statement and the

Strategic Report. These reports can be found in the

relevant sections above and should be read in

conjunction with this report. The review of the business

and its future development in the Strategic Report has

been prepared solely to provide additional information

to shareholders to assess the Group’s strategy and the

potential for this strategy to succeed.

our people, shareholders, corporate clients, inventory

funders, fund investors and White-Label clients.

Disclosure

Capital Structure

Directors’ interests

Directors’ Remuneration Report

Directors’ responsibility statement

Engaging with our stakeholders

Environmental Impact

Exposure to price risk, credit risk, liquidity risk

and cash ﬂow risk

Financial risk management objectives and policies

(including hedging policy and use of ﬁnancial instruments)

Future business developments

Greenhouse gas emissions

People, culture and employee engagement

Principal decisions made by the Board during the year

Section 172 Statement

Location

Notes 15,17 and 22 to the consolidated Financial

Statements – pages 128, 130 and 133

Directors’ Remuneration Report – pages 65 to 86.

Corporate Governance Report – pages 65 to 86.

Page 91

Strategic Report – pages 18 to 19

Strategic Report, Environmental, Social and Governance

Review and Sustainability Reporting – pages 26 to 32

Details can be found on pages 33 to 43 of the

Strategic Report and Note 22 to the consolidated

Financial Statements

Notes 2 and 22 to the consolidated Financial

Statements – pages 104 and 133

Strategic Report – page 1 to 17

Strategic Report, Environmental, Social and Governance

Review and Sustainability Reporting – pages 26 to 32

Strategic Report – page 18

Corporate Governance Report – pages 49 to 50.

Strategic Report – pages 18 to 19.

88 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Cautionary statement

The review of the business and its future development

in the Strategic Report has been prepared solely to

provide additional information to shareholders to

assess the Group’s strategy and the potential for this

strategy to succeed. It should not be relied on by any

other party for any other purpose. The review contains

forward-looking statements which are made by the

Directors in good faith based on information available

to them up to the time of the approval of the reports

and should be treated with caution due to the inherent

uncertainties associated with such statements.

Directors of the Group

The Directors, who held oﬃce during the period, and

subsequently, together with current Directors are as

follows:

On the 26 March 2024, the Company and TAG entered

into an agreement, which allowed the full outstanding

amount of £800,000 owed by the Company to TAG,

under amended TAG Unsecured Working Capital

Facility, to be extinguished by the issue of

1,500,000,000 new ordinary shares which were issued

to TAG on 28 March 2024. Following this issue of new

ordinary shares to TAG on the 28 March 2024, the

number of ordinary shares held by Alessandro

Zamboni increased to 16,194,038,529.

The Powers of the Company Directors

The powers of the Directors are set out in the

Company’s articles of association (the “Articles”) and

the Companies Act 2006 and are subject to any

directions given by special resolution. The Directors

are responsible for the management of the Company’s

business, for which purpose they may exercise all the

powers of the Company whether relating to the

> Albert Ganyushin – Independent Chairperson and

Non-Executive Director (appointed 30 June 2022)

> Alessandro Zamboni – Chief Executive Oﬃcer and

Executive Director (appointed 23 March 2020)

> David Bull – Independent Non-Executive Director

(appointed 22 July 2021)

> Alexandra Galligan - Independent Non-Executive

Director (appointed 16 March 2023)

> Enrico Camerinelli – Former Independent

Non-Executive Director (appointed 23 March 2020,

resigned 30 September 2024)

The biographies of the Directors in oﬃce as at the date

of this Annual Report are set out on pages 46 to 48 of

the Corporate Governance Report.

management of the business or not. The Directors

may also, subject to the Articles, delegate any of their

powers, authorities and discretions as they see ﬁt.

The Board is required by the Articles to consist of no

fewer than two Directors and is not subject to any

maximum number.

Appointment and replacement of Directors

The rules governing the appointment and replacement

of Directors are set out in the Articles and are governed

by the QCA Code, the Companies Act 2006 and related

legislation. Directors may be appointed by ordinary

resolution of the shareholders or by the Board. At each

AGM, all Directors who have been appointed by the

Board since the previous AGM shall oﬀer themselves

for re-election by the shareholders. In addition, any

Directors for whom the AGM is their third since they

were last elected or re-elected, shall oﬀer themselves

for re-election by the shareholders.

Directors’ interests

The Directors who held oﬃce during the year and their interests in the ordinary shares of the Company were as follows:

Alessandro Zamboni (held through AvantGarde Group S.p.A and its subsidiaries)

Albert Ganyushin

Alexandra Galligan

David Bull

Enrico Camerinelli

Ordinary Shares

(At 31 December 2024)

Ordinary Shares

(At 31 December 2023)

16,194,038,529

5,000,000

2,493,333

Nil

14,694,038,529

5,000,000

2,493,333

Nil

Report of the Directors

89 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

As such, at the Company’s next AGM, a date for which

will be announced shortly following the publication of

this Annual Report, Alessandro Zamboni and David Bull

will oﬀer themselves for re-election.

Articles of Association

The rules governing the appointment and replacement

of Directors are set out in the Company’s Articles of

Association. The Articles of Association may be

amended by a special resolution of the Company’s

shareholders.

Compensation for loss of Oﬃce

No compensation for loss of oﬃce was paid to

Directors who resigned during the year or in the period

following the year end and up to the date at which this

Annual Report has been published.

Corporate governance statement

The Corporate Governance Report set out on pages 44

to 91 forms part of the Directors’ Report.

Directors’ and oﬃcers’ liability insurance

Throughout the ﬁnancial year the Company had, as

permitted by sections 234 and 235 of the Companies

Act 2006, maintained Directors’ and Oﬃcers’ Liability

insurance cover on behalf of the Directors of the

Company. These policies indemnify them against

certain liabilities which may be incurred by them in

relation to the Company.

Financial Instruments

The ﬁnancial risk management objectives and policies

of the Group are shown in note 22 to the Group’s

consolidated ﬁnancial statements.

IAS

The Directors have prepared the Group’s consolidated

ﬁnancial statements in accordance with UK adopted

International Accounting Standards.

Political and charitable donations

No political or charitable donations were made by the

Group during the period (2023: nil).

Research and Development

During the year the Group continued to invest in the

development of its core Inventory Monetisation

Platform, the purpose of which is to facilitate, record

and monitor Inventory Monetisation transactions

between third party client companies and segregated

independent trading companies (known as stock

companies). The internally generated Inventory

Monetisation Platform includes not only the software

but also:

> the methodologies and business policies

underpinning each Inventory Monetisation

transaction.

> the legal and accounting frameworks required to

support each Inventory Monetisation transaction.

> the technical infrastructure (cloud environment,

distributed ledger technology) used to support

each Inventory Monetisation transaction.

During the year the Group capitalised costs associated

with the development of the Inventory Monetisation

Platform to the value of £53,000 (2023: £458,000) as

disclosed in note 12 to the Group’s consolidated

ﬁnancial statements.

Authority for Company to Purchase own Shares.

Subject to authorisation by shareholder resolution, the

Company may purchase its own shares in accordance

with the Companies Act 2006. Any shares which have

been bought back may be held as treasury shares or

cancelled immediately upon completion of the

purchase. Since listing the Directors have not exercised

any of their powers to purchase it’s own shares.

Report of the Directors

90 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Signiﬁcant Interests (greater than 3%)

The table below shows the interests in shares notiﬁed to the Company in accordance with the Disclosure Guidance

and Transparency Rules as of 31 December 2024, and 30 September 2025 (being the latest practicable date prior to

publication of the Annual Report):

Except as disclosed in the above table, the Company

and the Directors are not aware of any person who,

directly or indirectly, has a holding which is notiﬁable

under English law or who directly or indirectly, jointly

or severally, exercises or could exercise control over it,

nor are they aware of any arrangements the operation

of which may at a subsequent date result in a change

of control over it. Those interested, directly or indirectly,

in 3% or more of the issued ordinary shares (as set out

in the above table) do not have diﬀerent voting rights

from other shareholders.

Branches outside of the UK

The Group has subsidiaries outside the UK in Italy.

Further details of these can be found in note 3 to

the Company’s ﬁnancial statements. The Company

currently does not have any branches outside of the UK.

Change of Control

The Group is party to a certain funding agreements that

include change of control provisions which, in the event

of a change of control of the Company, or the relevant

Group entity, could result in the termination of those

arrangements at the election of the lender, which if

triggered would result in the discontinuation of further

funding and a requirement to repay amounts

outstanding under the aﬀected arrangement.

Going concern

In carrying out their duties in respect of going concern,

the Directors have completed a review of the Group’s

ﬁnancial forecasts for a period exceeding 12 months

from the date of issue of this annual report. The

Group’s going concern statement can be found in note

2 to the Group’s consolidated ﬁnancial statements.

Website publication

The Directors are responsible for ensuring that the

Annual Report and ﬁnancial statements are made

available on the website. The ﬁnancial statements are

published on the Group’s website in accordance with

legislation in the United Kingdom governing the

preparation and dissemination of ﬁnancial statements,

which may vary from legislation in other jurisdictions.

The Directors are responsible for the maintenance and

integrity of the corporate and ﬁnancial information

included on the Company’s website. The Directors’

responsibility also extends to the ongoing integrity of

the ﬁnancial statements contained therein.

Directors’ responsibilities pursuant to DTR 4

The Directors conﬁrm that to the best of their

knowledge:

> the Group consolidated ﬁnancial statements have

been prepared in accordance with International

Accounting Standards in conformity with the

requirements of the Companies Act 2006 and the

requirements of UK-adopted International

Accounting Standards and give a true and fair view

of the assets, liabilities, ﬁnancial position and proﬁt

and loss of the Group; and

> the Annual Report includes a fair review of the

development and performance of the business and

the position of the Group, and the parent

Company, together with a description of the

principal risks and uncertainties that they face.

As of 31 December 2024

No. of ordinary shares

held of £0.00002

nominal value each

% of total

voting rights held

As at 30 September 2025

Name of shareholder

No. of ordinary shares

held of £0.00002

nominal value each

% of total

voting rights held

Alessandro Zamboni (held through

AvantGarde Group S.p.A and its subsidiaries)

Venus Capital S.A

16,194,038,529

9,150,000,000

22.58%

12.76%

16,194,038,529

9,150,000,000

22.58%

12.76%

Report of the Directors

91 Supply@ME Capital Plc Annual Report and Accounts 2024 Corporate Governance Report

Disclosure of information to the auditor

Each Director at the date of approval of this annual

report conﬁrms that:

> so far as the Directors are aware, there is no

relevant audit information of which the Group’s

and Company’s auditor is unaware; and

> all the Directors have taken all the steps that they

ought to have taken as Directors in order to make

themselves aware of any relevant audit

information and to establish that the auditor

is aware of that information.

External Auditor

The Group’s new auditor, Bright Grahame Murray, will

be proposed for re-appointment at the forthcoming

Annual General Meeting.

2025 AGM

The Notice of Annual General Meeting for 2025 will

be circulated to all the shareholders at least 21 working

days before the AGM and it will also be made available

on our corporate website www.supplymecapital.com.

The voting on the resolutions will be announced via

the Regulatory News Service.

Post balance sheet events

Details of post events since the reporting date can be

found in note 30 to the Group’s consolidated ﬁnancial

statements.

Statement of Directors’ Responsibilities

The Directors acknowledge their responsibilities

for preparing the Annual 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

consolidated 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 of the Group’s results for that period.

In preparing these ﬁnancial statements, the directors

are required to:

> select suitable accounting policies and apply them

consistently.

> make judgements and accounting estimates that

are reasonable and prudent.

> state whether applicable IFRS have been followed,

subject to any material departures disclosed and

explained in the ﬁnancial statements; and

> prepare the ﬁnancial statements on the 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 the Company’s transactions

and disclose with reasonable accuracy at any time the

ﬁnancial position of the Group and the Company and

enable them to ensure that the ﬁnancial statements

comply with the Companies Act 2006. They are also

responsible for safeguarding the assets of the Group

and the Company and hence for taking reasonable

steps for the prevention and detection of fraud and

other irregularities.

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 the ﬁnancial statements and other

information included in the annual reports may diﬀer

from legislation in other jurisdictions.

The Report of the Directors set out from page 87 to 91

is approved by the Board of Directors and signed on its

behalf by:

Alessandro Zamboni

Chief Executive Oﬃcer and Executive Director

12 October 2025

Report of the Directors

92 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Financial

Statements

93 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Independent Auditor’s Report

Opinion

We have audited the ﬁnancial statements of Supply@ME

Capital plc (the “Company”) and its subsidiaries (the

“Group”) for the year ended 31 December 2024 which

comprise the consolidated statement of comprehensive

income, the consolidated and Company statement

of ﬁnancial position, the consolidated and Company

statement of changes in equity, the consolidated

statement of cashﬂows and notes to the ﬁnancial

statements, including signiﬁcant accounting policies.

The ﬁnancial reporting framework that has been applied

in the preparation of the Group ﬁnancial statements is

applicable law and UK-adopted international accounting

standards. The ﬁnancial reporting framework that has

been applied in the preparation of the parent company

ﬁnancial statements is applicable law and United

Kingdom Accounting Standards, including Financial

Reporting Standard 102, The Financial Reporting

Standard applicable in the UK and Republic of Ireland

(United Kingdom Generally Accepted Accounting

Practice).

In our opinion:

> 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

loss for the year then ended;

> the Group ﬁnancial statements have been properly

prepared in accordance with UK-adopted

international accounting standards;

> the parent company ﬁnancial statements have been

properly prepared in accordance with United

Kingdom Generally Accepted Accounting Practice;

and the

> the ﬁnancial statements have been prepared in

accordance with the requirements of the

Companies Act 2006.

Basis for opinion

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 public interest 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 opinion.

Material uncertainty relating to going concern

We draw your attention to note 2 on page 104 in the

ﬁnancial statements concerning the Director’s

assessment of the Group and the Company’s ability

to continue as a going concern which identiﬁes the

existence of uncertainties in relation to assumptions

about future trading and the quantum and timing of

ﬁnancing transactions that support the going concern

basis of preparation and uncertainties relating to the

repayment of the ﬁnancing facilities. As stated in note

2, these events or conditions, along with other matters

set forth in note 2 indicate that a material uncertainty

exists that may cast signiﬁcant doubt on the Group’s

and Company’s ability to continue as a going concern.

Our opinion is not modiﬁed in respect of this matter.

In auditing the ﬁnancial statements, we have concluded

that the directors’ use of the going concern basis of

accounting in the preparation of the ﬁnancial

statements is appropriate.

Given the uncertainties noted above we considered

going concern to be a “Key Audit Matter”. Our evaluation

of the directors’ assessment of the Group and

Company’s ability to continue to adopt the going

concern basis of accounting is detailed in the Key Audit

Matter report.

Our responsibilities and the responsibilities of the

directors with respect to going concern are described

in the relevant sections of this report.

Overview of our audit approach

Materiality

In planning and performing our audit we applied the

concept of materiality. An item is considered material

if it could reasonably be expected to change the

economic decisions of a user of the ﬁnancial statements.

We used the concept of materiality to both focus our

testing and to evaluate the impact of misstatements

identiﬁed.

Based on our professional judgement, we determined

overall materiality for the ﬁnancial statements as a whole

to be £132,000 (2023: £208,000), based on approximately

5% of the loss before tax for the period. We consider loss

before tax to be the key benchmark as it is the metric

which shareholders and management ﬁnd most useful

and relevant and is closely scrutinized given the position

of the entity. Materiality for the parent company ﬁnancial

statements as a whole was set at £130,000 (2023:

£190,000) based on 5% of its individual result.

to the members of Supply@ME Capital Plc

94 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Independent Auditor’s Report

We use a diﬀerent level of materiality (‘performance

materiality’) to determine the extent of our testing

for the audit of the ﬁnancial statements. 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. We

determined performance materiality to be £85,800

(2023: £124,800) for the Group and £84,500 (2023:

£114,000) for the parent company being 65% of overall

materiality. Where considered appropriate performance

materiality may be reduced to a lower level, such as, for

related party transactions and directors’ remuneration.

We agreed with the Audit Committee to report to it

all identiﬁed errors in excess of £6,600 (2023: £10,000).

Errors below that threshold would also be reported to

it if, in our opinion as auditor, disclosure was required

on qualitative grounds.

Overview of the scope of our audit

As at 31 December 2024, the Group consists of three

components comprising, Supply@ME Capital plc,

a holding company based in London, United Kingdom

and its trading subsidiaries, Supply@ME Srl and

Supply@ME Technologies Srl both based in Italy.

The Group is still at the scale up phase and has only

a limited level of activity in the year. The year end being

reported on represents the ﬁrst year we have acted as

auditors to the Group. In recognition of this and to help

develop the scope of our audit we met with and

reviewed the audit engagement ﬁles of the predecessor

auditor. The knowledge gained from our review of the

predecessor audit ﬁles combined with our assessment

of audit risk, our evaluation of materiality and our

allocation of performance materiality determine our

audit scope for each company within the Group.

Taken together, this enables us to form an opinion

on the consolidated ﬁnancial statements. We take into

account size, risk proﬁle, the organisation of the Group

and eﬀectiveness of group-wide controls, changes in

the business environment, the potential impact of

climate change and other factors when assessing the

level of work to be performed at each company.

In establishing our overall approach to the Group audit,

we determined the type of work that needed to be

undertaken at each of the components by us, as the

primary audit engagement team. For the full scope

components in Italy, we engaged a local ﬁrm of auditors

from a leading international network of auditors and

who were independent of the Group. Where the work

was performed by component auditors, we determined

the appropriate level of involvement to ensure that

suﬃcient appropriate audit evidence had been obtained

as a basis for our opinion on the Group as a whole.

The primary team led by the Senior Statutory Auditor

was ultimately responsible for the scope and direction

of the audit process. The primary team visited the

component team in Italy and interacted regularly

with the component teams where appropriate during

various stages of the audit, reviewed working papers

and were responsible for the scope and direction of

the audit process. This, together with the additional

procedures performed at Group level, gave us

appropriate evidence for our opinion on the Group

ﬁnancial statements.

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.

We have determined the matter described below to be

the key audit matter to be communicated in our report.

This is not a complete list of all risks identiﬁed by our audit.

to the members of Supply@ME Capital Plc

95 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Independent Auditor’s Report

to the members of Supply@ME Capital Plc

Key audit matter How our scope addressed the key audit matter

Our evaluation of the directors’ assessment of the Group

and Company’s ability to continue to adopt the going

concern basis of accounting included:

> We reviewed and challenged the forecast revenues

and agreed, where possible, to underlying term

sheets. The resulting cash ﬂows within the

assessment period are uncertain and this fact is

disclosed in note 2;

> We challenged management over the forecast of

cash inﬂows from ﬁnancing activities, the receipt

of which the going concern assumption is reliant on.

We removed these cashﬂows from the model to

ascertain whether they were material to the model.

The reliance on the model to these inﬂows and the

uncertainty over the quantum and timing are

disclosed in note 2;

> We tested the mathematical accuracy of the model;

> We reviewed forecast cost assumptions having

regard to historic experience and current trading

levels;

> We reviewed the appropriateness of the disclosure

made and its consistency with our review of the

going concern assessment;

> We reviewed and tested management mitigation

scenarios;

> We considered whether the directors had

considered a period of at least 12 months from the

date of approving the ﬁnancial statements. We

agreed with management that it was appropriate to

extend the forecasted period to December 2026 a

period of 15 months;

> Due to historic unreliability of the forecasted

ﬁnancing in the form of capital and loans from

shareholders, approval of the going concern

assessment was delayed until evidence of the

planned ﬁnancing was conﬁrmed in September

with the receipt of $2 Million USD.

Key observation

We have concluded that the directors’ use of the going

concern basis of accounting in the preparation of the

ﬁnancial statements is appropriate.

Going Concern

As disclosed in Note 2, the Group indicates the

existence of uncertainties relating to forecast future

revenue, the quantum and timing of ﬁnancing

transactions and the repayment of its funding facility

which are a key determinants of the Group’s ability to

continue as a going concern.

In preparing their cash ﬂow forecast and identifying

the uncertainties management prepared mitigating

actions that could be implemented should these

uncertainties realise.

We identiﬁed that the most signiﬁcant assumption in

assessing the Group’s and signiﬁcant component’s

ability to continue as a going concern was the

quantum and timing of future ﬁnancing. This

forecasted ﬁnancing did not have mitigating actions.

The calculations supporting the assessment require

management to make highly subjective judgments

about both future revenue and when future ﬁnancing

will be provided. The calculations are based on

estimates of future performance and committed

funding letters and are fundamental to assessing the

suitability of the basis adopted for the preparation of

the ﬁnancial statements.

We have therefore spent signiﬁcant audit eﬀort,

including the time of senior members of our audit

team, in assessing the appropriateness of these

assumptions.

Our audit procedures in relation to these matters were

designed in the context of our audit opinion as a whole.

They were not designed to enable us to express an

opinion on these matters individually and we express

no such opinion.

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.

96 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Independent Auditor’s Report

Our opinion on the 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 the part of the directors’ remuneration

report to be audited has been properly prepared in

accordance with the Companies Act 2006.

In our opinion based on the work undertaken in the

course of our 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 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 Company, or returns adequate for our audit

have not been received from branches not visited

by us; or

> the Company ﬁnancial statements and the part of

the directors’ remuneration report to be audited 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 the directors for the ﬁnancial

statements

As explained more fully in the directors’ responsibilities

statement, the directors are responsible for the

preparation of the 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 ﬁnancial statements, the directors are

responsible for assessing the Group’s and the parent

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 parent 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.

Explanation as to what extent the audit was

considered capable of detecting irregularities,

including fraud.

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.

to the members of Supply@ME Capital Plc

97 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Independent Auditor’s Report

Based on our understanding of the Company and

industry, we identiﬁed that the principal risks of

non-compliance with laws and regulations relate to Data

Privacy law, Listing requirement of the London Stock

Exchange to which the Company's shares are listed and

Italian and UK tax legislation and we considered the

extent to which non-compliance might have a material

eﬀect on the ﬁnancial statements. We also considered

those laws and regulations that have a direct impact on

the preparation of the ﬁnancial statements such as the

Companies Act 2006.

We evaluated management’s incentive and

opportunities for fraudulent manipulation of the

ﬁnancial statements (including the risk of override of

controls), and determined that the principal risks were

related to posting inappropriate journal entries to

manipulate ﬁnancial performance and management

bias through judgment and assumption in signiﬁcant

accounting estimates, in particular those in relation to

going concern. We apply professional skepticism

through the audit to consider potential deliberate

omission or concealment of signiﬁcant transactions or

incomplete/inaccurate disclosure in the ﬁnancial

statements.

In response to these principal risks, our audit

procedures included but were not limited to:

> enquiry of management about the Company’s

policies, procedures and related controls regarding

compliance with laws and regulations and if there

are any known instances of non-compliance; the

laws and regulations we considered in this context

were relevant company law and taxation legislation;

> examining supporting documents for all material

balances, transactions and disclosures;

> review of the Board of directors and the Audit

Committee minutes;

> enquiry of management about litigations and claims

and inspection of relevant correspondence;

> evaluation of the selection and application of

accounting policies related to subjective

measurements and complex transactions;

> analytical procedures to identify any unusual or

unexpected relationships;

> testing the appropriateness of journal entries

recorded in the general ledger and other

adjustments made in the preparation of the

ﬁnancial statements;

> review of accounting estimates for biases; and

> communications with component auditors to

request identiﬁcation of any instances of

non-compliance with laws and regulations that

could give rise to a material misstatement of the

group ﬁnancial statements.

Owing to the inherent limitations of an audit, there is

an unavoidable risk that some material misstatements

of the ﬁnancial statements may not be detected, even

though the audit is properly planned and performed in

accordance with the ISAs (UK). The potential eﬀects

of inherent limitations are particularly signiﬁcant in the

case of misstatement resulting from fraud because

fraud may involve sophisticated and carefully organised

schemes designed to conceal it, including deliberate

failure to record transactions, collusion or intentional

misrepresentations being made to us.

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.

Other matters which we are required to address

We were appointed by management on 14 February

2025 to audit the ﬁnancial statements for the period

ending 31 December 2024. Our total uninterrupted

period of engagement is 1 year, covering the period

ending 31 December 2024.

The non-audit services prohibited by the FRC’s Ethical

Standard were not provided to the Group or the

Company and we remain independent of the Group and

the Company in conducting our audit.

Our audit opinion is consistent with the additional

report to the Audit Committee.

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

12 October 2025

to the members of Supply@ME Capital Plc

98 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Consolidated Statement of Comprehensive Income

for the Year Ended 31 December 2024

		Year ended	Year ended
		31 December 2024	31 December 2023
	Note	£ 000	£ 000
Continuing operations
Revenue	3	129	158
Cost of sales		(427)	(603)
Gross loss		(298)	(445)
Administrative expenses	6	(2,343)	(3,678)
Other operating income	5	312	498
Operating loss from continuing operations before impairment charges and fair value adjustments	3	(2,329)	(3,625)
Fair value adjustments to investments	27	(284)	(68)
Impairment charges – intangible assets	6	(48)	(384)
Impairment charges – trade and other receivables	14	(270)	-
Operating loss from continuing operations		(2,931)	(4,077)
Finance costs	4	(131)	(83)
Loss before tax from continuing operations		(3,062)	(4,160)
Taxation	10	139	-
Loss after tax from continuing operations		(2,923)	(4,160)
Discontinued operations
Loss from discontinued operations	26	-	(185)
Total loss for the year		(2,923)	(4,345)
Other comprehensive income
Exchange diﬀerences on translating foreign operations		259	304
Total comprehensive loss for the year		(2,664)	(4,041)
Loss attributable to:
Owners of the Company		(2,664)	(4,041)
Earnings/(loss) per share		Pence	Pence
Basic and diluted loss per share – continuing operations	11	(0.0043)	(0.0070)
Basic and diluted loss per share – discontinued operations	11	-	(0.0003)
Basic and diluted loss per share – total	11	(0.0043)	(0.0073)

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

99 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Consolidated Statement of Financial Position

as at 31 December 2024

		As at	As at
		31 December 2024	31 December 2023
	Note	£ 000	£ 000
Non-current assets
Intangible assets and goodwill	12	-	-
Investment	27	-	284
Property, plant and equipment		1	3
Other non-current assets		-	19
Total non-current assets		1	306
Current assets
Trade and other receivables	13	1,088	1,026
Cash and cash equivalents		34	5
Receivable from related party	14	52	847
Total current assets		1,174	1,878
Total assets		1,175	2,184
Current liabilities
Trade and other payables	16	4,474	4,569
Total current liabilities		4,474	4,569
Net current liabilities		(3,300)	(2,691)
Non-current liabilities
Long-term borrowings	17	364	840
Provisions	18	577	575
Deferred tax liabilities		6	7
Total non-current liabilities		947	1,422
Net liabilities		(4,246)	(3,807)
Equity attributable to owners of the parent
Share capital	15	6,199	5,989
Share premium		27,347	25,396
Share-based payment reserve	24	8,032	7,969
Other reserves		(10,788)	(11,048)
Retained losses		(35,036)	(32,113)
Total equity		(4,246)	(3,807)

The above consolidated statement of ﬁnancial position should be read in conjunction with the accompanying notes.

The consolidated ﬁnancial statements on pages 98 to 155 were approved and authorised for issue by the Board on

12 October 2025 and signed on its behalf by:

Alessandro Zamboni

Chief Executive Oﬃcer and Executive Director

David Bull

Independent Non-Executive Director and Chair of Audit Committee

Supply@ME Capital plc, Company registration number: 03936915

100 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Consolidated Statement of Changes in Equity

for the Year Ended 31 December 2023

					Share-
					based		Reverse	Foreign
		Share	Share	Other	payment	Merger	takeover	currency	Retained
		capital	premium	reserves*	reserve	reserve*	reserve*	reserve*	losses	Total
	Note	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000
At 1 January 2023		5,897	25,269	37	5,871	226,905	(237,834)	(521)	(27,649)	(2,025)
Loss for the year		-	-	-	-	-	-	-	(4,345)	(4,345)
Foreign currency translation
reserve reclassiﬁed to comprehensive income on disposal of 81% of TradeFlow		-	-	-	-	-	-	62	-	62
Forex retranslation diﬀerence		-	-	-	-	-	-	304	-	304
		5,897	25,269	37	5,871	226,905	(237,834)	(155)	(31,994)	(6,004)
Issuance of new shares	15	90	2,160	-	-	-	-	-	-	2,250
Costs incurred in connection
with the issuance of new
ordinary shares		-	(1,971)	-	-	-	-	-	-	(1,971)
Credit to equity for issue of warrants	25	-	-	-	1,717	-	-	-	-	1,717
Exercise of Open Oﬀer Warrants	15	2	70	-	(95)	-	-	-	95	72
Increase in fair value of previously
issued warrants	25	-	(132)	-	346	-	-	-	(214)	-
Equity settled employee share
based payment schemes		-	-	-	130	-	-	-	-	130
Pension plan actuarial gain or loss		-	-	(1)	-	-	-	-	-	(1)
At 31 December 2023		5,989	25,396	36	7,969	226,905	(237,834)	(155)	(32,113)	(3,807)

* The "other reserves" balance in the consolidated statement of ﬁnancial position represents an aggregate of other reserves, the merger relief reserve, the

reverse takeover reserve and the foreign currency reserve.

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

101 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Consolidated Statement of Changes in Equity

for the Year Ended 31 December 2024

					Share-
					based		Reverse	Foreign
		Share	Share	Other	payment	Merger	takeover	currency	Retained
		capital	premium	reserves*	reserve	reserve*	reserve*	reserve*	losses	Total
	Note	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000
At 1 January 2024		5,989	25,396	36	7,969	226,905	(237,834)	(155)	(32,113)	(3,807)
Loss for the year		-	-	-	-	-	-	-	(2,923)	(2,923)
Forex retranslation diﬀerence		-	-	-	-	-	-	259	-	259
		5,989	25,396	36	7,969	226,905	(237,834)	104	(35,036)	(6,471)
Issuance of new shares	15	210	2,143	-	-	-	-	-	-	2,353
Costs incurred in connection with the issuance of new ordinary
shares		-	(192)	-	-	-	-	-	-	(192)
Credit to equity for issue of warrants	25	-	-	-	52	-	-	-	-	52
Exercise of Open Oﬀer Warrants		-	-	-	-	-	-	-	-	-
Equity settled employee share
based payment schemes		-	-	-	11	-	-	-	-	11
Pension plan actuarial gain or loss		-	-	1	-	-	-	-	-	1
At 31 December 2024		6,199	27,347	37	8,032	226,905	(237,834)	104	(35,036)	(4,246)

* The "other reserves" balance in the consolidated statement of ﬁnancial position represents an aggregate of other reserves, the merger relief reserve, the

reverse takeover reserve and the foreign currency reserve.

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

> 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 the directors for the ﬁnancial

statements

As explained more fully in the directors’ responsibilities

statement, the directors are responsible for the

preparation of the 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 ﬁnancial statements, the directors are

responsible for assessing the Group’s and the parent

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 parent 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.

Explanation as to what extent the audit was

considered capable of detecting irregularities,

including fraud.

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.

102 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Consolidated Statement of Cash Flows

for the Year Ended 31 December 2024

		Year ended	Year ended
		31 December 2024	31 December 2023
	Note	£ 000	£ 000
Cash ﬂows from operating activities
Loss before interest and tax for the year from continuing operations		(2,931)	(4,077)
Loss before interest and tax for the year from discontinued operations		-	(115)
Total loss for the period before interest and tax		(2,931)	(4,192)
Adjustment for impairment charge
Impairment charges – intangible assets	6	48	384
Impairment charges – trade and other receivables	14	270	-
Adjustments for fair value on investments
Fair value adjustments to investments	27	284	68
Adjustments for non-cash acquisition related costs
Amortisation of intangible assets arising on acquisition	26	-	442
Adjustments for non-cash costs related to the disposal of the discontinued operations
Foreign currency translation loss reclassiﬁed to comprehensive income	26	-	62
Proﬁt on disposal of 81% of TradeFlow	26	-	(718)
		602	238
Other non-cash adjustments		150	137
Other depreciation and amortisation		8	81
Increase in provisions		2	118
Decrease in accrued income		2	5
(Increase)/decrease in trade and other receivables		(52)	401
(Decrease) in trade and other payables		(28)	(759)
Other (increases)/decreases in net working capital		(255)	385
Net cash ﬂows from operations		(2,502)	(3,586)
Interest paid in cash		(91)	(47)
Cash received from Research & Development Tax Credit under the UK SME tax
credit scheme		97	-
Net cash ﬂow from operating activities		(2,496)	(3,633)

Owing to the inherent limitations of an audit, there is

an unavoidable risk that some material misstatements

of the ﬁnancial statements may not be detected, even

though the audit is properly planned and performed in

accordance with the ISAs (UK). The potential eﬀects

of inherent limitations are particularly signiﬁcant in the

case of misstatement resulting from fraud because

fraud may involve sophisticated and carefully organised

schemes designed to conceal it, including deliberate

failure to record transactions, collusion or intentional

misrepresentations being made to us.

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.

Other matters which we are required to address

We were appointed by management on 14 February

2025 to audit the ﬁnancial statements for the period

ending 31 December 2024. Our total uninterrupted

period of engagement is 1 year, covering the period

ending 31 December 2024.

The non-audit services prohibited by the FRC’s Ethical

Standard were not provided to the Group or the

Company and we remain independent of the Group and

the Company in conducting our audit.

Our audit opinion is consistent with the additional

report to the Audit Committee.

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

12 October 2025

103 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Consolidated Statement of Cash Flows

for the Year Ended 31 December 2024

		Year ended	Year ended
		31 December 2024	31 December 2023
	Note	£ 000	£ 000
Cash ﬂows from investing activities
Purchase of intangible assets	12	(53)	(458)
Other movements in non-current assets		19	-
Consideration received from related party on disposal of discontinued operations		772	1,228
Cash outﬂow on disposal of discontinued operations	26	-	(324)
Net cash ﬂows from investing activities		738	446
Cash ﬂows from ﬁnancing activities
Net cash inﬂow from new long-term borrowings		550	655
Cash repayment of existing long-term borrowings		(176)	(105)
Cash inﬂow from issue of new ordinary shares		1,553	2,322
Cost of share issue paid in cash	25	(140)	(254)
Other ﬁnance costs paid in cash		-	(6)
Net cash ﬂows from ﬁnancing activities		1,787	2,612
Net movement in cash and cash equivalents		29	(575)
Foreign exchange diﬀerences to cash and cash equivalents on consolidation		-	(1)
Cash and cash equivalents at 1 January		5	581
Cash and cash equivalents at 31 December		34	5

During the year ended 31 December 2024, the Group reported the following signiﬁcant non-cash transaction:

> A total of 1,500,000,000 new ordinary shares were issued during the year to settle the full amount of £800,000 that

was owed by The AvantGarde Group S.p.A (“TAG”) under the unsecured working capital facility entered into on 28

April 2023 and amended on 30 June 2023 between TAG and the Company (the “TAG Unsecured Working Capital

Facility”).

During the prior year ended 31 December 2023, there were no signiﬁcant non-cash transactions.

The above consolidated statement of cash ﬂows should be read in conjunction with the accompanying notes.

104 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

1 General information

Supply@ME Capital plc is a public limited company

incorporated in England and Wales. The address of

its registered oﬃce is 27/28 Eastcastle Street, London,

W1W 8DH, United Kingdom. Supply@ME Capital's

shares are listed on the Standard List of the main

market of the London Stock Exchange.

These consolidated ﬁnancial statements have been

prepared in accordance with UK adopted International

Accounting Standards.

The ﬁnancial statements of the Group, consisting

of Supply@ME Capital plc (the "Company") and its

subsidiaries (the "Group"), are presented in Pounds

Sterling and all values are rounded to the nearest

thousand pounds (£’000) except when otherwise stated.

These consolidated ﬁnancial statements have been

prepared in accordance with the accounting policies

set out below, which have been consistently applied

to all the years presented.

2 Accounting policies

Going Concern

Background and relevant facts

As at the 31 December 2024 the Group had cash and

cash equivalents of £34,000 (31 December 2023: £5,000

cash and cash equivalents) and consolidated net current

liabilities of £3,300,000 (31 December 2023: £2,691,000).

The Group has posted a total loss for the year ended

31 December 2024 of £2,923,000 (2023: total loss

£4,345,000) and the retained losses were £35,036,000

as at 31 December 2024 (31 December 2023: retained

losses £32,113,000).

General business progress

As outlined earlier in the 2024 Annual Report, the Group

has continued to experience delays in the delivery of its

business model to the extent it needs to cover its

operating costs and break even from at least a cash

ﬂow perspective. The continued low levels of revenue

generated and recognised during 2024 has led to

another year of losses, the ﬁfth year in row since the

reverse take over in March 2020 which saw the Group

listed on the standard list of the main market in London.

These delays reﬂect the challenges the Group has

experienced in converting its potential opportunities

with inventory funders into completed IM transactions.

The reasons for these delays and the work the Group is

doing to address these with existing and new inventory

funders is outlined in the Business Line Update section

of the Strategic Report in the 2024 Annual Report.

In light of the continued delays to the revenue

generation and other cash ﬂow pressures experienced

by the Group, management has been focused on

implementing cost saving eﬀorts which started in 2023

and have continued into 2024. While the Group is

continuing to generate losses, the operating loss from

continuing operations before impairment charges and

fair value adjustments has again reduced in 2024

compared to the prior year. Management expects to

carry on the cost saving implementation until such time

that the revenue generation and/or cash funding

situation is able to sustain increased costs.

Group funding

During the year ended 31 December 2024 and in early

2025, the Group continued to source additional equity

and debt funding with the primary aim of allowing it to

meet its ongoing working capital requirements as it

seeks to deploy an increasing number of IM transactions

and scale up the business model. In sourcing this new

funding, the Board has always sought to enter into

funding agreements, being either debt or equity, that

are in the best interests of the Group and its

shareholders. At the current time, there are not many

options available to the Group and when possible, the

Board will look to move to more vanilla funding options

to support the Group as it grows.

During 2024 the Group experienced signiﬁcant cash ﬂow

pressures as a result of the under performance of TAG in

the delivery against its contractual funding commitment

with the Group. The Company and its Board has

continued to work closely with TAG to ensure, where

possible, delivery against the contractual funding

commitments that were agreed during 2023, albeit on a

delayed basis. Details of these contractual commitments

can be found in note 28 to these ﬁnancial statement and

included a) TAG Unsecured Working Capital Facility, b)

the Debt Novation Deed entered into on 30 June 2023

whereby TAG assumed the remaining £2,000,000

consideration arising from the TradeFlow Restructuring

to be receivable by the Group from the Buyers (the

“Deed of Novation”), and c) the unsecured £3,500,000

shareholder loan agreement between TAG and

Company dated 28 September 2023 (the “Top-Up

Shareholder Loan Agreement”).

During the year ended 31 December 2024 the Group

received a total of £1,322,000 from TAG in terms of the

TAG Unsecured Working Capital Facility and the Deed of

Novation. Following these amounts being received, both

these contractual commitments had been fully delivered

by TAG by 31 December 2024, albeit on a delayed basis.

105 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

2 Accounting policies

No amounts were received under the Top-Up

Shareholder Loan Agreement during 2024.

During 2024 the Board relied on the continued delivery

of funds from TAG as a demonstration of the ongoing

commitment from TAG to support the Group and to

provide the funds due under its contractual

commitments with the Company, albeit on a delayed

payment schedule. Additionally, the Board continually

monitored the payments received from TAG and the

representations made to them by TAG, via Alessandro

Zamboni in respect of payments that were overdue.

These representations included information

as to the expected timing of the continued future

fulﬁlment of the amounts due to the Group from TAG

under the contractual funding commitments currently

in place, and the actions that TAG itself is putting in

place to allow them to demonstrate their ongoing

commitment to support the Company and to provide

the contractual payments. The delayed contractual

payments resulted from TAG itself experiencing delays

in receiving expected funding.

As referred to above, the delays in the payments due

to the Group from TAG resulted in signiﬁcant cashﬂow

pressures on the Group during 2024 and has been

extremely challenging for the management team and

the Board to navigate. To mitigate these challenges, the

Group undertook a new equity capital raise in May 2024,

which raised gross proceeds of £1,552,500. Additionally,

towards the end of 2024, it became apparent that a new

source of funding needed to be identiﬁed by the Board

in order to mitigate the increasing risks being created

due to the continued underperformance by TAG. This

resulted in the Group announcing a new funding facility

with Nuburu Inc. (“Nuburu”) in March 2025, which was

amended on 10 June 2025 and 29 August 2025 to

address delays in the receipt of the initial tranches

under the new facility following certain technical and

regulatory limitations facing Nuburu (the “Nuburu

On-Demand Facility"). The amendments signed in June

2025 and August 2025 aligned new payment schedules

with actions being taken by Nuburu to raise capital to

allow it to complete its strategic investments and meet

its commitment to the Company under the Nuburu

On-Demand Facility.

The full details of this new funding facility can be found

in note 30 to these ﬁnancial statements for the year

ended 31 December 2024. The full USD$5,150,000 to

be received under the Nuburu On-Demand Facility is to

be received in tranches over a period of up to 31

October 2025 and requires the Group to gain various

regulatory and shareholder approvals by 30 June 2026

in order to allow the facility to be repaid through the

issue of new ordinary shares rather than in cash. As at

the date of publication of these consolidated ﬁnancial

statements for the year ended 31 December 2024,

Nuburu have paid amounts totalling USD$2,952,000 to

the Company under the amended funding facility with

Nuburu.

The Group’s cash ﬂow forecast model

In order to determine the appropriate basis of

preparation for the ﬁnancial statements for the year

ended 31 December 2024 the Directors must consider

whether the Group can continue in operational

existence for the foreseeable future, being at least

12 months from the approval date of these ﬁnancial

statements, taking into account the cash inﬂows under

the Group’s committed funding facilities.

Taking into account the factors above and in order

to consider their assessment of the Group as a going

concern, the Directors have reviewed the Group's

forecast for the next 12 months. The cash ﬂow forecast

takes into account that the Group meets its day to day

working capital requirement through a combination of

the cash inﬂows it receives from revenue and from its

available and committed cash resources. The Directors

have prepared the forecast using their best estimates,

information and judgements at this time, including:

a. The forecast cash inﬂows arising from revenue

generated by the use of the Group’s innovative

Platform to facilitate inventory monetisation

transactions. This reﬂects the fact that the Directors

expect the Group to continue to prove the concept

of its business model and to fully operationalise in

the near future;

b. The forecast cash outﬂows arising from the Group’s

monthly operational expenditure;

c. The forecast cash outﬂows arising from additional

capital expenditure that is expected to be required

to allow the Group to fulﬁl the revenue forecasts;

d. The forecast cash outﬂows arising from the

repayment of overdue amounts that the Group has

accumulated as a result of the signiﬁcant recent

cash ﬂow pressures it has faced. The Group intends

to reduce these as quickly as possible but in some

cases has forecast to repay these via instalment

plans. Such instalment plans have been forecast in

line with previous experience with the relevant

counterparty and / or agreements that have been

reached; and

106 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

2 Accounting policies

a. The forecast cash inﬂows to be received from

the Nuburu On-Demand Facility in line with the

committed amended payment proﬁle and have

assumed that the required regulatory and

shareholder approvals will be received by

30 June 2026 in order to allow repaying of this

facility through the issue of new ordinary shares

rather than a cash repayment. Under the Nuburu

On-Demand Facility the Company has agreed to

released TAG from its obligations under the Top-Up

Shareholder Loan Agreement once the full

US$5,150,000 of funding from Nuburu has been

received. As such the forecast does not include any

amounts to be received from TAG under the

Top-Up Shareholder Loan Agreement.

The Directors also ran several sensitivities over the base

case forecast cash ﬂow that modelled a number of timing

delays to the forecast revenue to illustrate the impact of

such delays, together with certain mitigating actions that

the Directors are conﬁdent they can control, on the

overall cash ﬂow position of the Group over the next 12

months.

Uncertainties relating to forecast revenue inﬂows

As outlined above, there is currently an absence of a

historical track record relating to multiple Inventory

Monetisation transactions being facilitated by the Group’s

Platform and the Group being cash ﬂow positive as a

result of its revenue generation. As such the Directors

have identiﬁed a material uncertainty in the cash ﬂow

model. This uncertainty arises with respect to both the

future timing and growth rates of the forecast cashﬂows

arising from the Group’s multiple Inventory Monetisation

revenue streams.

In this regard, if these future revenues are not secured as

the Directors envisage, it is possible that the Group will

have a shortfall in cash and require additional funding

during the forecast period.

Uncertainties relating to forecast future tranches due

under the Nuburu On-Demand Facility

As outlined above, the cash inﬂows from the Nuburu

On-Demand Facility have not yet been fully received.

The remaining amounts have been factored into the

cashﬂow forecasts in line with the latest contractual

commitments received from the counterparty. As

detailed in note 30 to these consolidated ﬁnancial

statements Nuburu experienced certain regulatory issues

that impacted their ability to make the initial tranches due

on or before the 31 March 2025, on or before the 30 April

2025, and on or before 31 May 2025, on time and in full.

As a result of the delayed initial tranches referred to

above, the Nuburu funding agreement was amended

ﬁrstly on 10 June 2025, and secondly on 29 August 2025,

to allow new payment schedules to be agreed which

aligned the updated payment dates with actions being

taken by Nuburu to raise capital to allow it to complete

its strategic investments and meet its commitment to

the Company under the Nuburu On-Demand Facility.

As at the date of publication of these consolidated

ﬁnancial statements for the year ended 31 December

2024, Nuburu had paid amounts totalling USD$2,952,000

to the Company.

Under the amended Nuburu On-Demand Facility dated

29 August 2025 the remaining amounts of

USD$2,198,000 were committed to be paid to the

Company on or before 31 October 2025.

The Company has experienced a number of delays in

receipt of the tranches of funding due under the initial

Nuburu On-Demand Facility signed on 18 March 2025

and the subsequent amendments signed on both 10 June

2025 and 29 August 2025. As Nuburu completed a new

public equity oﬀering in early September 2025, and has

conﬁrmed it has signed a stand-by purchase agreement

with a diﬀerent third party investor, the Board have more

comfort that the ﬁnal instalment will be received on time.

As such the Directors have identiﬁed a second material

uncertainty in the cash ﬂow model, that there is a risk the

cash ﬂows linked to the amounts still be received from

Nuburu, might not be received or might not reach the

Group in the time frame expected despite the contractual

commitments in place. If this were to be the case, it is

possible that the Group will have a shortfall in cash and

require additional funding during the forecast period.

Uncertainties relating to the repayment of the Nuburu

On-Demand Facility

As outlined above, the Nuburu On-Demand Facility allows

the loan, and the associated interest payments,

to be repaid via the issue of new ordinary share in the

Company rather than in cash. In order to follow this

method of repayment the Company needs to obtain

certain regulatory and shareholder approvals to allow

it to issue the number of new ordinary shares that will be

required to cover the repayment of the loan, the accrued

interest and the conversion of any associated warrants.

The regulatory approvals required include those from

the Financial Conduct Authority and The Panel of

Takeover and Mergers.

107 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Adjusted performance measures

Management believes that adjusted performance

measures provide meaningful information to the users

of the accounts on the operating performance of the

business. Accordingly, the adjusted measure of

operating proﬁt from continuing operations excludes,

where applicable, impairment charges and fair value

adjustments. These terms are not deﬁned terms under

IFRS and may therefore not be comparable with

similarly titled proﬁt measures reported by other

companies. They are not intended to be a substitute

for, or superior to, GAAP measures. The items excluded

from adjusted results are those items that are charged

to the consolidated statement of comprehensive

income due to the impairment of the Group’s intangible

assets or investments. They are not inﬂuenced by the

day-to-day operations of the Group.

Basis of consolidation

The Group ﬁnancial statements consolidate those of the

Company and its subsidiary undertakings drawn up to

31 December 2024. Subsidiaries are entities over which

the Group has control. Control comprises an investor

having power over the investee and 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. Subsidiaries are fully consolidated

from the date on which control is transferred to the

Group. They are deconsolidated from the date that

control ceases.

Intra-group balances and transactions, and any

unrealised income and expenses arising from

intra-group transactions, are eliminated. Unrealised

losses are eliminated in the same way as unrealised

gains, but only to the extent that there is no evidence

of impairment.

New and revised accounting standards and

interpretations

There are no new and revised standards that have

a material impact on the entity in the current or future

reporting periods and on foreseeable future

transactions.

New standards, interpretations and amendments

not yet eﬀective

There are no new standards that are issued but not yet

eﬀective which would be expected to have a material

impact on the Group in the current or future reporting

periods or on foreseeable future transactions.

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

2 Accounting policies

Additionally, the amended Nuburu On-Demand Facility

speciﬁes that if the Company has not obtained the

required regulatory and shareholder approvals by the

30 June 2026, Nuburu can demand repayment in cash

and the Company is required to provide security over

intellectual property rights and receivables related to its

Italian subsidiary entities in favour of Nuburu. As it is the

Directors intention to obtain the required regulatory

and shareholder approvals by the 30 June 2026, the

cashﬂow forecast does not factor in any cash repayment

of the new Nuburu funding facility.

As such the Directors have identiﬁed a third material

uncertainty in the cash ﬂow model, that there is a risk

that the certain regulatory and shareholder approvals

required to allow it to repay the Nuburu On-Demand

Facility via the issue of new ordinary shares will not be

obtained by 30 June 2026 and that Nuburu could

subsequently demand repayment in cash. If this where

to be the case, it is possible that the Group will have a

shortfall in cash and require additional funding during

the forecast period.

Overall conclusion

There is a material uncertainty that exists relating to:

a. the future timing and growth rates of the forecast

cash ﬂows arising from the Group’s multiple

Inventory Monetisation revenue streams;

b. the timing and overall receipt of the committed

funding amounts still to be received despite

contractual commitments being in place; and

c. obtaining the required regulatory and shareholder

approvals by 30 June 2026.

On the basis of the factors identiﬁed above, the

Directors believe these material uncertainties may cast

signiﬁcant doubt upon the entities ability to continue as

a going concern.

Despite this, the Directors do however remain conﬁdent

in the business model and believe the Group could be

managed in a way to allow it to meet its ongoing

commitments and obligations through mitigating

actions including cost saving measures and securing

alternative sources of funding should this be required.

As such the Directors consider it appropriate to

continue to prepare these consolidated ﬁnancial

statements on a going concern basis, taking into

account the material uncertainties noted above,

and have not included the adjustments that would

result if the Company and Group were unable to

continue as a going concern.

108 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

2 Accounting policies

Business Combinations

The acquisition of subsidiaries and businesses are

accounted for using the acquisition method under IFRS

3 ("Business Combinations").

Measurement of consideration

The consideration for each acquisition is measured at

the aggregate of the fair values, at the date of exchange,

of assets given, liabilities incurred to former owners and

equity instruments issued by the Group in exchange for

control of the acquiree.

Fair value assessment

Identiﬁable assets acquired and liabilities and

contingent liabilities assumed in a business combination

are measured initially at their fair values at the

acquisition date. Where the fair value of the assets and

liabilities at acquisition cannot be determined reliably

in the initial accounting, these values are considered to

be provisional for a period of 12 months from the date

of acquisition. If additional information relating to the

condition of these assets and liabilities at the acquisition

date is obtained within this period, then the provisional

values are adjusted retrospectively. This includes the

restatement of comparative information for prior

periods.

Intangible assets arising on business combinations are

recognised initially at fair value at the date of

acquisition. Subsequently they are carried at cost less

accumulated amortisation and impairment charges.

Goodwill

Goodwill arises where the consideration of the business

combination exceeds the Group’s interest in the net fair

value of the identiﬁable assets, liabilities and contingent

liabilities recognised. This is recognised as an asset and

is tested annually for impairment. The identiﬁable

assets and liabilities acquired are incorporated into the

consolidated ﬁnancial statements at their fair value to

the Group.

Transaction costs

Transaction costs associated with the acquisition

are recognised in the consolidated statement of

comprehensive income as incurred and separately

disclosed due to the nature of this expense.

Investment in equity instruments

The Group measures its investments in equity

instruments, where no signiﬁcant inﬂuence or control

exists, at fair value with any changes recognised through

the statement of comprehensive income.

Intangible assets

Goodwill

Goodwill arising on consolidation is recognised as an

asset.

Following initial recognition, goodwill is subject to

impairment reviews, at least annually, and measured

at cost less accumulated impairment losses.

Any impairment is recognised immediately in the

consolidated statement of comprehensive income

and is not subsequently reversed.

Other intangible assets

a) Internally developed Inventory Monetisation ("IM")

platform

The core activity of the existing Supply@ME business is

the creation and marketing of a software-driven secure

platform (the "IM Platform") that can be used for the

facilitation, recording and monitoring of Inventory

Monetisation ("IM") transactions between third party

client companies and segregated trading companies

(known as stock companies). The software modules

which form part of the IM Platform can also be used,

through a White-Label model, by third party banks in

order for them to deploy their own inventory backed

ﬁnancial products. The internally generated IM Platform

includes not only the software but also:

> the methodologies and business policies

underpinning each IM transaction

> the legal and accounting frameworks required to

support each IM transaction

> the technical infrastructure (cloud environment,

distributed ledger technology) used to support each

IM transaction.

Associated with this core activity are continual product

development requirements and expenditure in order to

develop compliance with legal, regulatory, accounting,

valuation and insurance criteria. This expenditure

includes software and infrastructure development,

intellectual property ("IP") related costs and professional

fees related to the development of legal and accounting

infrastructure.

109 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

2 Accounting policies

Research expenditure is written oﬀ in the year in which

it is incurred. Expenditure on internally developed

products, in particular the IM Platform, is capitalised if it

can be demonstrated that:

> it is technically and commercially feasible to

develop the asset for future economic beneﬁt;

> adequate resources are available to maintain and

complete the development;

> there is the intention to complete and develop the

asset for future economic beneﬁt;

> the Company is able to use the asset;

> use of the asset will generate future economic

beneﬁt; and

> expenditure on the development of the asset can

be measured reliably.

Where these costs are capitalised, they are initially

measured at cost and are amortised over their

estimated useful economic lives, considered to be

5 years, on a straight-line basis. Amortisation of this

internally developed IM platform is charged within

cost of sales in the consolidated statement of

comprehensive income.

Amortisation methods and useful lives are reviewed

at each reporting date and adjusted if appropriate.

The carrying amount is reduced by any provision for

impairment where necessary.

b) Acquired intangible assets

Intangible assets arising on business combinations

are recognised initially at fair value at the date

of acquisition. Subsequently they are carried at cost less

accumulated amortisation. Amortisation methods and

useful lives are reviewed at each reporting date and

adjusted if appropriate. The carrying amount is reduced

by any provision for impairment where necessary.

An impairment loss is recognised as an expense

immediately. Where an impairment loss subsequently

reverses, the carrying amount of the asset (or

cash-generating unit) is increased to the revised

estimate of its recoverable amount, but so that the

increased carrying amount does not exceed the carrying

amount that would have been determined had no

impairment loss been recognised for the asset (or

cash-generating unit) in prior years. A reversal of an

impairment loss is recognised as income immediately.

Revenue recognition

Revenue for the Group is measured at the fair value

of the consideration received or receivable.

The Group recognises revenue when the performance

obligation is satisﬁed, the amount of revenue can be

reliably measured and it is probable that future

economic beneﬁts will ﬂow to the entity. The Group’s

revenues are recognised at the point when the relevant

performance obligation has been satisﬁed, this can

result in all the revenue being recognised at a speciﬁc

point in time or over time as detailed below.

The Group is focussed on its core business lines:

> IM transactions from the pipeline originated by the

Group and funded by third-party investors ("Open

Market IM"); and

> IM deals with local commercial banks and their

client companies ("White-Label IM").

The Group recognises revenue from the following

activities:

a) Open Market IM - Due diligence fees:

This revenue arises from due diligence services

performed by the Group in relation to the potential

client companies. This due diligence covers topics

such as the client's ﬁnancial information, operations,

credit rating and analysis of its inventory. Given the

stage of the Group’s development, and the evolution of

the Group’s contracting arrangements, the due diligence

revenues recognised by the Group to date have been

limited. Further details are provided below:

Historical contractual arrangements - Prior to June 2020,

the Group’s contractual arrangements required the

client to make a down payment intended to remunerate

the Group for the due diligence services being provided.

However, these agreements did not clearly identify

the Group’s performance obligation and such down

payments were also refundable under certain

circumstances and up to the point when the Platform

was able to be used for the ﬁrst time by the client

companies.

110 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

2 Accounting policies

Due to the above circumstances, these down payments

have not been recognised as revenue under IFRS

15 ("Revenue from Contracts with Customers") until

the speciﬁc performance obligation, being the use of

the Group’s Platform for the ﬁrst time, has been

satisﬁed by the Group. Until such time, these amounts

have been recognised as deferred income in the

statement of ﬁnancial position, or as other payables in

the case where a refund has been requested (due to the

current delays being experienced by the Group), but not

yet paid as at the balance sheet date or the expectation

is that probability of an IM transaction occurring in the

future is unlikely.

Current contractual arrangements - Post June 2020,

the Group updated its contractual arrangements to

speciﬁcally identify a separate performance obligation

in relation to the completion of the due diligence

services being provided by the Group, also considering

the actual beneﬁts the client companies can directly

obtain from such activities, even in the case where the

Inventory Monetisation transaction does not take place.

In these contracts, the due diligence fees are paid in

advance by the client companies, and the revenue is

recognised when the Group has successfully fulﬁlled

its performance obligation, being the completion of the

due diligence service and communication to the client

in this respect through the issuance of a detailed due

diligence report. Prior to the completion of the

performance obligation, the due diligence fees received

are held on the balance sheet as deferred income.

In order to conclude if the performance obligations have

been successfully fulﬁlled, management currently

assess this on a client-by-client basis to ensure that the

control of the due diligence report has been transferred

to the client company. In developing this accounting

policy management have made the assessment that

the due diligence services result in a distinct beneﬁcial

service being provided to client companies as the

information provides insight into their business which

can also be used for alternative purposes as well (such as

client companies business and operational optimisation).

This is also referred to the critical accounting judgements

and sources of estimation uncertainty note.

b) Open Market IM – Origination fees:

This revenue arises from origination of the contracts

between the client company wishing to have their

inventory monetised and the independent stock

(trading) company that purchased the inventory from

the client company. Given the stage of the Group’s

development, and the evolution of the Group’s

contracting arrangements, as at 31 December 2024,

the Group had facilitated three IM transactions over its

IM Platform and therefore had received origination fees

from three client companies, one took place during each

of year ended 31 December 2022, 2023 and 2024.

The non-refundable origination fees received from the

client company relate to the fee payable to the Group at

the point in time the client company enters into binding

contracts with the stock (trading) company to purchase

its inventory. The Group have recognised the

non-refundable origination fee as revenue at the point

in time that the fee becomes receivable from the client

company. This is consistent with the fact that there are

no performance obligations that remain to be completed

by the Group relating to this fee at this point in time.

c) Open Market IM – IM Platform usage fees:

This revenue arises from usage of the Group’s IM

Platform by the independent stock (trading) company

to facilitate the purchase of the inventory from the client

company. Given the stage of the Group’s development,

and the evolution of the Group’s contracting

arrangements, as at 31 December 2024, the Group had

facilitated three IM transactions over its IM Platform and

therefore had recognised IM Platform usage fees from

the independent stock (trading) company in respect of

these three IM transactions only. Management

concluded that the usage of the IM Platform granted by

the Group to the stock (trading) company represented

a Software as a Service ("Saas") contract and as such the

annual IM Platform usage fees are recognised over time

in line with the time period covered by the contract as

required by IFRS 15 (“Revenue from Contracts with

Customers”). As the annual IM Platform usage fees are

received by the Group at the beginning of the annual

period, any unrecognised amounts are held on the

balance sheet as deferred income.

111 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

2 Accounting policies

d) Open Market IM – IM service fees:

This revenue arises as a result of the service fees

charged by the Group to the independent stock (trading)

company as remuneration for the support and

administration activities, such as the monitoring of the

inventory purchased, the Group performs in connection

with the use of the Group’s IM Platform. Given the stage

of the Group’s development, and the evolution of the

Group’s contracting arrangements, as at 31 December

2024, the Group had facilitated three IM transactions

over its IM Platform and therefore as recognised IM

service fees from the independent stock (trading)

company in respect of these three transactions only.

Management concluded that the support and

administration activities performed in exchange

for these fees represent separately identiﬁable

performance obligation and as such the annual fees

are recognised over time in line with the time period

covered by the contract as required by IFRS 15

(“Revenue from Contracts with Customers”). These

service fees are accrued up to the point the fees are

received and then any unrecognised amounts are held

on the balance sheet as deferred income.

Cost of Sales

Cost of sales represents those costs that can be directly

related to the sales eﬀort. At this early stage in the

Group’s development, the cost of sales includes both

the costs of the work force who are engaged in the due

diligence related processes, the amortisation of the costs

relating to the internally developed IM platform, and any

external costs directly related to the completion of the

due diligence activities. Management regard these items

as the direct costs associated with generating the Open

Market IM revenue; in line with similar ﬁntech companies.

Leases

The Group does not have any material lease

arrangements that would be required to be accounted

for under IFRS 16 ("Leases"). In addition, in accordance

with IFRS 16 ("Leases"), any short term lease costs

are recognised in the consolidated statement of

comprehensive income in the period which is covered

by the term of the lease.

Property, Plant and equipment

Recognition and measurement

All property, plant and equipment is stated at cost less

accumulated depreciation and impairment. The costs of

the plant and equipment is the purchase price plus any

incidental costs of acquisition. Depreciation commences

at the point the asset is brought into use.

If there is any indication that an asset's value is less than

it’s carrying amount an impairment review is carried

out. Where impairment is identiﬁed an asset's value

is reduced to reﬂect this.

The residual values and useful economic lives of plant

and equipment are reviewed by management on an

annual basis and revised to the extent required.

Depreciation

Depreciation is charged to write oﬀ the cost, less

estimated residual values, of all plant and equipment

equally over their expected useful lives. It is calculated

at the following rates:

> Computers and IT equipment at 33% per annum.

Tax

The tax expense for the period generally comprises

current corporation tax, including any associated

penalties and late payment charges. In the current year,

the tax expense represents a credit relating to Research

& Development Tax Credits claimed by the Company

under the UK SME tax credit scheme.

Tax is recognised in proﬁt or loss, except that a charge

attributable to an item of income or expense recognised

as other comprehensive income is also recognised

directly in other comprehensive income.

Deferred tax is recognised on temporary diﬀerences

between the carrying amounts of assets and liabilities

in the consolidated ﬁnancial statements and the

corresponding tax bases used in the computation

of taxable proﬁt and is accounted for using the

statement of ﬁnancial position method. Deferred

tax liabilities are generally recognised for all taxable

temporary diﬀerences and deferred tax assets are

recognised to the extent that it is probable that taxable

proﬁts will be available against which deductible

temporary diﬀerences can be utilised. Such assets and

liabilities are not recognised if the temporary diﬀerence

arises from goodwill or from the initial recognition (other

than in a business combination) of other assets and

liabilities in a transaction that aﬀects neither

the taxable proﬁt nor the accounting proﬁt.

The carrying amount of any deferred tax assets is

reviewed at each statement of ﬁnancial position date

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.

112 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

2 Accounting policies

Deferred tax is calculated at the tax rates that are

expected to apply in the period when the liability is

settled or the asset realised based on tax rates that have

been enacted or substantively enacted at the statement

of ﬁnancial position date. Deferred tax and current tax

are charged or credited to proﬁt or loss, except when

it relates to items charged or credited in other

comprehensive income or directly to equity, in which

case the deferred tax is also recognised in other

comprehensive income or equity respectively.

In line with IAS 1 ("Presentation of Financial Statements")

any deferred tax assets have been classiﬁed as

non-current assets.

Cash and cash equivalents

Cash and other short-term deposits in the statement

of ﬁnancial position comprise cash at banks and in hand

and short-term deposits with an original maturity of

three months or less and where there is an insigniﬁcant

risk of changes in value. In the consolidated cash ﬂow

statement, cash and cash equivalents consist of cash

and cash equivalents as deﬁned above.

Functional and presentation currencies

The consolidated ﬁnancial statements are presented in

pounds sterling (£), the Company’s functional currency.

Foreign currency

The main currencies for the Group are the euro (EUR),

pounds sterling (GBP) and US dollars (USD).

Foreign currency transactions and balances

Items included in the consolidated ﬁnancial statements

of each of the Group’s subsidiaries are measured using

their functional currency. The functional currency of the

parent and each subsidiary is the currency of the primary

economic environment in which the entity operates.

Foreign currency transactions are translated into the

functional currency using the average exchange rates

in the month. Foreign exchange gains and losses

resulting from the settlement of such transactions

and from the translation at the reporting period end

exchange rates of monetary assets and liabilities

denominated in foreign currencies are recognised

in the statement of comprehensive income.

Share capital, share premium and brought forward

earnings are translated using the exchange rates

prevailing at the dates of the transactions.

See applicable exchange rates to GBP used during FY24

and FY23 below:

	2024	2024	2023	2023
	Closing	Average	Closing	Average
SGD*	n/a	n/a	1.7188	1.6684
EUR	1.2097	1.1789	1.1534	1.1495
USD	1.2521	1.2786	1.2732	1.2432

*the 2023 Singapore dollar ("SGD") exchange rate shown in the table

above are for the following periods, closing – 30 June 2023, average – for

the six month period ended 30 June 2023. This reﬂects the fact that the

TradeFlow Restructuring was ﬁnalised and completed on 30 June 2023

and TradeFlow was deconsolidated from the Group’s results from this

date. These rates are no longer applicable for the year ended 31

December 2024.

Consolidation of foreign entities:

On consolidation, results of the foreign entities are

translated from the functional currency to pounds

sterling, the presentational currency of the Group, using

average exchange rates during the period. All assets

and liabilities are translated from the local functional

currency to pounds sterling using the reporting period

end exchange rates. The exchange diﬀerences arising

from the translation of the net investment in foreign

entities are recognised in other comprehensive income

and accumulated in a separate component of equity.

Employee beneﬁts

Short-term employee beneﬁts

The Group accounts for employee beneﬁts in

accordance with IAS 19 ("Employee Beneﬁts").

Short-term employee beneﬁts are expensed as the

related service is provided. A liability is recognised

for the amount expected to be paid if the Group has

a present legal or constructive obligation to pay this

amount as a result of past service provided by the

employee and the obligation can be estimated reliably.

Deﬁned contribution pension obligations

The Group accounts for retirement beneﬁt costs in

accordance with IAS 19 ("Employee Beneﬁts").

Contributions to the Group's deﬁned contributions

pension scheme are charged to proﬁt or loss in the

period in which they become payable.

113 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

2 Accounting policies

Financial assets

Classiﬁcation

Financial assets currently comprise trade and other

receivables, receivables from related parties, and cash

and cash equivalents.

Recognition and measurement

Loans and receivables

Loans and receivables are mainly contractual trade

receivables and are non-derivative ﬁnancial assets

with ﬁxed or determinable payments that do not have

a signiﬁcant ﬁnancial component and are not quoted

in an active market. Accordingly, trade and other

receivables are recognised at undiscounted invoice price.

When applicable, a reserve for credit risk is made at the

beginning of each transaction and adjusted

subsequently through proﬁt and loss.

Impairment provisions for trade receivables are

recognised based on the simpliﬁed approach within

IFRS 9 ("Financial Instruments") using the lifetime

expected credit losses. During this process the

probability of the non-payment of trade receivables

is assessed. This probability is then multiplied by the

amount of the expected loss arising from default to

determine the lifetime expected credit loss for the trade

receivables. For trade receivables, which are reported

net, such provisions are reported in a separate provision

account with the loss being recognised as a separate

impairment charge in the consolidated statement of

comprehensive income. On conﬁrmation that the trade

receivable will not be collectable, the gross carrying value

of the asset is written oﬀ against the associated

provision.

Financial liabilities

Classiﬁcation

Financial liabilities comprise trade and other payables

and long-term borrowings, which can from time to time

include loan notes and convertible loan notes.

Recognition and measurement

Trade and other payables

Trade and other payables are initially recognised at fair

value less transaction costs and thereafter carried at

amortised cost.

Long-term borrowings

Interest bearing long-term borrowings are initially

recorded at the proceeds received, net of direct issue

costs (including commitment fees, introducer fees and

the fair value of any warrants issued to satisfy issue

costs). Finance charges, including direct issue costs,

are accounted for on an amortised cost basis to the

Company’s income statement using the eﬀective interest

method and are added to the carrying amount of the

instrument to the extent that they are not settled in the

period in which they arise. The carrying value of the

instrument is adjusted for any principle repayments

made in the relevant period.

Provisions

Provisions are recognised when the Group has a present

legal or constructive obligation as a result of a past event,

it is probable that the Group will be required to settle the

obligation and the amount can be reliably estimated.

Share-based payments

Equity-settled share-based payments relate to the

warrants issued in connection with the cost of issuing

new equity or debt in the relevant period, and employee

share schemes.

Share warrants

Certain equity-settled share-based payments relate to

the warrants issued in connection with the cost of issuing

new equity or debt, either in the current or prior periods.

Equity-settled share-based payments are measured at

the fair value of the equity instruments at the grant date.

The fair value excludes the eﬀect of non-market-based

vesting conditions. Details regarding the determination

of the fair value of these equity-settled share-based

transactions are set out in note 24.

The fair value determined at the grant date of the

equity-settled share-based payments relating to the

warrants issued in connection with the issue of equity

are netted oﬀ against the amount of share premium that

is recognised in respect of the share issue to which they

directly relate. Any amounts in excess of the share

premium recognised, are netted oﬀ against retained

losses.

The fair value determined at the grant date of the

equity-settled share-based payments relating to the

warrants issued in connection with the debt instruments

are netted oﬀ against the fair value of the underlying

instrument to which they relate. The fair value is then

expensed together with the other related ﬁnance costs

on an amortised cost basis to the Group’s statement of

comprehensive income using the eﬀective interest rate

method.

2 Accounting policies

No amounts were received under the Top-Up

Shareholder Loan Agreement during 2024.

During 2024 the Board relied on the continued delivery

of funds from TAG as a demonstration of the ongoing

commitment from TAG to support the Group and to

provide the funds due under its contractual

commitments with the Company, albeit on a delayed

payment schedule. Additionally, the Board continually

monitored the payments received from TAG and the

representations made to them by TAG, via Alessandro

Zamboni in respect of payments that were overdue.

These representations included information

as to the expected timing of the continued future

fulﬁlment of the amounts due to the Group from TAG

under the contractual funding commitments currently

in place, and the actions that TAG itself is putting in

place to allow them to demonstrate their ongoing

commitment to support the Company and to provide

the contractual payments. The delayed contractual

payments resulted from TAG itself experiencing delays

in receiving expected funding.

As referred to above, the delays in the payments due

to the Group from TAG resulted in signiﬁcant cashﬂow

pressures on the Group during 2024 and has been

extremely challenging for the management team and

the Board to navigate. To mitigate these challenges, the

Group undertook a new equity capital raise in May 2024,

which raised gross proceeds of £1,552,500. Additionally,

towards the end of 2024, it became apparent that a new

source of funding needed to be identiﬁed by the Board

in order to mitigate the increasing risks being created

due to the continued underperformance by TAG. This

resulted in the Group announcing a new funding facility

with Nuburu Inc. (“Nuburu”) in March 2025, which was

amended on 10 June 2025 and 29 August 2025 to

address delays in the receipt of the initial tranches

under the new facility following certain technical and

regulatory limitations facing Nuburu (the “Nuburu

On-Demand Facility"). The amendments signed in June

2025 and August 2025 aligned new payment schedules

with actions being taken by Nuburu to raise capital to

allow it to complete its strategic investments and meet

its commitment to the Company under the Nuburu

On-Demand Facility.

The full details of this new funding facility can be found

in note 30 to these ﬁnancial statements for the year

ended 31 December 2024. The full USD$5,150,000 to

be received under the Nuburu On-Demand Facility is to

be received in tranches over a period of up to 31

October 2025 and requires the Group to gain various

114 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

2 Accounting policies

If there are any subsequent modiﬁcations made to any

of the terms of equity-settled share-based payments

relating to the warrants issued by the Company, the

change in fair value is calculated as the diﬀerence

between the fair value of the modiﬁed equity-settled

share-based payment and that of the original

equity-shared share-based payment. This calculation

relates to any warrants that are still outstanding and

have not been converted into ordinary shares at the

time of the subsequent modiﬁcation. The change in the

fair value is then accounted on a consistent basis to the

initial fair value.

In respect of the above share-based payments, the fair

value is not revised at subsequent reporting dates,

however, the fair value is released from the share-based

payment reserve at the point in time that any of the

warrants are exercised by the third party holder.

Employee share schemes

Grants made to certain employees of the Group will

result in a charge recognised in the Group’s income

statement. Such grants will be measured at fair value at

the date of grant and will be expensed on a straight-line

basis over the vesting period, based on the Company’s

estimate of the shares that will eventually vest.

Non-market vesting assumptions are reviewed during

each period to ensure they reﬂect current expectations.

Full details of the Group’s share-base payments refer

to note 24.

Discontinued Operations

The Group classiﬁes non-current assets and disposal

groups as held for sale if their carrying amount will be

recovered principally through a sale transaction rather

than through continuing use. Non-current assets and

disposal groups classiﬁed as held for sale are measured

at the lower of their carrying value and fair value less

costs to sell. Costs to sell are the incremental costs

directly attributable to the disposal of an asset (disposal

group), excluding ﬁnance costs and income tax expense.

The criteria for held for sale classiﬁcation is regarded as

met only when the sale is highly probable and the asset

or disposal group is available for immediate sale in its

present condition. Actions required to complete the sale

should indicate that it is unlikely that signiﬁcant changes

to the sale will be made or that decisions to sell will

be withdrawn. Management must be committed

to the plan to sell the asset and the sale expected

to be completed within one year from the date of

the classiﬁcation.

Assets and liabilities classiﬁed as held for sale are

presented separately in the balance sheet.

A disposal group qualiﬁes as a discontinued operation

if it is a component of an entity that either has been

disposed or, is classiﬁed as held for sale, and:

> Represents a separate major line of business or

geographical area of operations; and

> Is part of a single co-ordinated plan to dispose of a

separate major line of business or geographical area

of operations.

Discontinued operations are excluded from the results

of continuing operations and are presented as a single

amount as proﬁt or loss after tax from discontinued

operations in the income statements. All other notes in

the ﬁnancial statements include amounts for continuing

operations, unless otherwise mentioned.

The Board considered that in light of the TradeFlow

Restructuring that commenced during the second half

of 2022, the TradeFlow operations meet the criteria

to be classiﬁed as held for sale at 31 December 2022

as at this date the details of the TradeFlow Restructuring

had all been agreed in principle between the parties and

was expected to be completed post year end together

with the publication of the 2022 Annual Report and

Accounts. As a result the TradeFlow operations were

available for immediate sale in its present condition and

it was highly probable that that sale would be completed

within 12 months of 31 December 2022. The TradeFlow

Restructuring was completed and ﬁnalised on 30 June

2023 at which point the Group reduced its ownership in

TradeFlow from 100% to 19%. Prior to completion of the

TradeFlow Restructuring, the TradeFlow operations were

continued to be classiﬁed as held for sale in the Group’s

consolidated ﬁnancial statements. Following the 30 June

2023, the TradeFlow operations were deconsolidated

from the Group’s ﬁnancial statements.

Equity

"Share capital" represents the nominal value of equity

shares issued.

"Share premium" represents the excess over nominal

value of the fair value of consideration received for equity

shares net of expenses of the share issue.

"Other reserves" represents legal reserves in respect of

Supply@ME S.r.l. In accordance with Article 2430 of the

Italian Civil Code, Supply@ME S.r.l., a limited liability

company registered in Italy, with a corporate capital of

euro 10,000 or above shall annually allocate as a legal

reserve an amount of 5% of the annual net proﬁt until

the legal reserve will be equal to 20% of corporate capital.

115 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

2 Accounting policies

"Share-based payment reserve" represents the

adjustments to equity in respect of the fair value of

outstanding share-based payments including warrants

issued in connection with the cost of issuing new equity

or debt instruments during the relevant period and

employee share schemes.

"Merger relief reserve" represents the excess of the

value of the consideration shares issued to the

shareholders of Supply@ME S.r.l. upon the reverse

takeover over the fair value of the assets acquired.

"Reverse takeover reserve" represents the accounting

adjustments required to reﬂect the reverse takeover

upon consolidation. Speciﬁcally, removing the value

of the “investment” in Supply@ME S.r.l., removing the

share capital of Supply@ME S.r.l. and bringing in the

pre-acquisition equity of Supply@ME Capital plc.

"FX reserves" represents foreign currency translation

diﬀerences on consolidation of subsidiaries reporting

under a diﬀerent functional currency to the parent

company.

"Retained losses" represents retained losses

of the Group. As a result of the reverse takeover,

the consolidated ﬁgures include the retained losses

of the Group only from the date of the reverse takeover

together with the brought forward losses of Supply@ME

S.r.l.

Critical accounting judgements and sources of

estimation uncertainty

The preparation of ﬁnancial information in conformity

with IFRS requires the use of certain critical accounting

estimates. It also requires the Directors to exercise their

judgement in the process of applying the accounting

policies which are detailed above. These judgements are

continually evaluated by the Directors and management

and are based on experience to date and other factors,

including reasonable expectations of future events that

are believed to be reasonable under the circumstances.

The key estimates and underlying assumptions

concerning the future and other key sources of

estimation uncertainty at the statement of ﬁnancial

position date, that have a signiﬁcant risk of causing

a material adjustment to the carrying amounts of

assets and liabilities within the next ﬁnancial period,

are reviewed on an ongoing basis. Revisions to

accounting estimates are recognised in the period

in which the estimate is revised if the revision aﬀects

only that period, or in the period of the revision and

future periods if the revision aﬀects both current and

future periods.

A number of these key estimates and underlying

assumptions have been considered as a result of

speciﬁc transactions outlined in these consolidated

ﬁnancial statements. The Directors have evaluated

the estimates using historical experience and other

methods considered reasonable speciﬁc to the

circumstances. The Directors have also consulted with

third-party experts where appropriate. These estimates

will be evaluated on an ongoing basis as required.

The Group believes that the estimates and judgements

that have the most signiﬁcant impact on the annual

results under IAS are as set out below:

Judgements

Going concern

As detailed in the going concern accounting

policy, the Directors have prepared the going concern

cash forecast using their best estimates, information

and judgements at this time, particularly around the

projected revenue, timing of cash inﬂows from

committed funding and the settlement of certain

overdue amounts via instalment plans. Additionally,

the Directors have applied their judgement that the

regulatory and shareholder approvals required in order

to allow the Nuburu On-Demand Facility to be repaid via

the issue of new ordinary shares will be obtained by

30 June 2026. Further speciﬁcs of these judgements,

and the material uncertainties linked to these, can

be found earlier in this note 2.

Internally developed intangible assets

The cost of an internally generated IM platform

comprises all directly attributable costs necessary

to create, produce, and prepare the asset to be capable

of operating in the manner intended by management.

During the period judgement was required to

distinguish those costs that were capable of being

capitalised under IAS 38 (“Intangible assets”) and those

costs that related to research activities, the cost of

which has been recognised as an expense during the

relevant period.

116 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

2 Accounting policies

Revenue recognition – assessment of performance

obligations

> The Directors are required to make a judgement

as to if the due diligence services represent a

distinct performance obligation under IFRS 15

("Revenue from Contracts with Customers").

The Board and management have concluded that

this is indeed the case due to the distinct beneﬁcial

service being provided to client companies through

the delivery of the due diligence report which

provide insight and information into the business.

> The Directors are required to make a judgement

as to if the receipt of non-refundable origination

fees received from the client companies represent

a distinct performance obligation under IFRS 15

("Revenue from Contracts with Customers"). The

Board and management have concluded that no

separately identiﬁable performance obligation is

carried out by the Group associated with this fee.

Impairment or fair value adjustments

At the end of the accounting period the Group assesses

if there are any indicators of impairment or fair value

adjustments required with respect to its investments

in subsidiaries, its other investments or its receivable

balances. The carrying value is determined by the use

of a discounted cash ﬂow model of future free cash ﬂows

which involves estimates to be made by the Directors

around future cash forecasts, discount rates etc.

Estimates

Valuation of share warrants issued

During the current ﬁnancial year, the Group issued

new share warrants in connection with the equity

subscription completed in May 2024. As these share

warrants were issued as a cost of securing new equity

investment into the Group they have been classiﬁed

as a share-based payments. As such the Directors

were required to determine the fair value of the

equity-settled share-based payments at the date on

which they were granted. Judgement was required

in determining the most appropriate inputs into the

valuation models (Black Scholes) used and the key

judgemental input was the expected volatility rate

of the Company’s share price over the relevant period

and the assumption applied in the model was 82.5%

which based the actual volatility of the Company’s share

price from the date of the reverse takeover (being

March 2020) to the date at which the relevant valuation

model was run.

As outlined above, the share warrants issued during

the current ﬁnancial year were issued in connection

with new equity funding and as such the fair value cost

has been recognised as a debit to equity on the

consolidated statement of ﬁnancial position. If the

expected volatility rate was adjusted by plus 10%, then

the impact on the fair value recognised as the initial

debit to equity in the current year would have been

approximately plus £4,000. If the expected volatility

rate was adjusted by minus 10%, then the impact on

the fair value recognised as the initial debit to equity

in the current year would have been approximately

minus £4,000.

117 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

3 Segmental reporting

IFRS 8 ("Operating segments") requires the Group’s operating segments to be established on the basis of the

components of the Group that are evaluated regularly by the chief operating decision maker, which has been

determined to be the Board of Directors. At this early stage of development, the Group’s structure and internal

reporting is continually developing.

Following the completion of the TradeFlow Restructuring, the Board considers that the Group operated in a single

business segment of inventory monetisation, alongside the head oﬃce costs (largely compromising the Company),

and that all activities were undertaken in Europe, primarily Italy. To date the inventory monetisation segment has

been focused on the development of the IM Platform, the provision of due diligence services, and the facilitation
of the initial IM transactions that have taken place.
The key metrics assessed by the Board of Directors include revenue and adjusted operating proﬁt (before
impairment charges and fair value adjustments) which is presented below. Revenue is presented by basis
of IFRS 15 ("Revenue from Contracts with Customers”) revenue recognition and by service line.	Inventory
	Monetisation
Year ended 31 December 2024	£ 000

Revenue from continuing operations

Due diligence fees

Inventory Monetisation fees

Revenue	129
Operating loss from continuing operations before
impairment charges and fair value adjustments	(833)
All the Group’s revenue from due diligence fees is recognised at a point in time. Of the revenue generated from
Inventory Monetisation fees, £19,000 is generated from origination fees which is recognised at a point in time, and

Head oﬃce

£ 000

(1,496)

Consolidated Group –

continuing operations

£ 000

129

(2,329)

the remaining £55,000 is generated from usage of the Group’s IM Platform and services provided by the Group in

connection with the IM transaction. This £55,000 of revenue is recognised over time and the amount recognised in

the current ﬁnancial year relates to the performance obligations satisﬁed prior to 31 December 2024.

As at 31 December 2024

Balance sheet

Assets

Liabilities

Net (liabilities)

Inventory

Monetisation

£ 000

1,075

(4,012)

(2,937)

Head oﬃce

£ 000

100

(1.409)

(1,309)

Consolidated Group –

continuing operations

£ 000

1,175

(5,421)

(4,246)

Geographical analysis

The Group’s Inventory Monetisation operation is currently predominately located in Europe.

118 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

3 Segmental reporting

Comparative segmental reporting

	Inventory		Consolidated Group –
	Monetisation	Head oﬃce	continuing operations
Year ended 31 December 2023	£ 000	£ 000	£ 000
Revenue from continuing operations
Due diligence fees	94	-	94
Inventory Monetisation fees	64	-	64
Revenue from continuing operations	158	-	158
Operating loss from continuing operations before impairment charges and fair value adjustments	(1,061)	(2,564)	(3,625)

All the Group’s revenue from due diligence fees is recognised at a point in time. Of the revenue generated from

Inventory Monetisation fees, £11,000 is generated from origination fees which is recognised at a point in time, and

the remaining £53,000 is generated from usage of the Group’s IM Platform and services provided by the Group in

connection with the IM transaction. This £53,000 of revenue is recognised over time and the amount recognised in

the current ﬁnancial year relates to the performance obligations satisﬁed prior to 31 December 2023.

As at 31 December 2023

Balance sheet

Assets

Liabilities

Net (liabilities)

Inventory

Monetisation

£ 000

971

(4,321)

(3,350)

Head oﬃce

£ 000

1,213

(1,670)

(457)

Consolidated Group –

continuing operations

£ 000

2,184

(5,991)

(3,807)

Geographical analysis

The Group’s Inventory Monetisation operation is currently predominately located in Europe, while the investment

advisory operations (classiﬁed as a discontinued operation) were predominately located in Singapore for the six

month period from 1 January to 30 June 2023, the date the TradeFlow Restructuring was completed.

119 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

4 Finance costs from continuing operations

	2024	2023
	£ 000	£ 000
Interest expense – long-term borrowings	47	31
Interest expense – related parties	13	7
Other interest expense	71	45
Total ﬁnance costs	131	83

The interest expense related to related parties of £13,000 (2023: £7,000) was accrued in relation to the TAG

Unsecured Working Capital Facility. Both amounts of interest from 2024 and 2023 remained payable by the

Company to TAG as at 26 March 2024, the date when the TAG Unsecured Working Capital Facility was settled

through the issue of 1,500,000,000 new ordinary shares of nominal value £0.00002 each. The £20,000 of interest

payment to TAG was also settled on 26 March 2024 through the oﬀset of interest receivable by the Company from

TAG under the other contractual funding arrangements currently in place with TAG.

5 Other operating income from continuing operations

	2024	2023
	£ 000	£ 000
Interest income	312	31
Other operating income	-	91
Gain arising on settlement of outstanding creditor balance	-	376
	312	498

Included within the interest income is an amount of £312,000 (2023: £22,000) accrued as receivable from TAG in

relation to late payments received in connection with the Top-Up Shareholder Loan Agreement and the Deed

of Novation signed with TAG in connection with the TradeFlow Restructuring. As detailed in note 14, an impairment

charge of £270,000 was recognised by the Group during the current ﬁnancial year relating to the outstanding

interest received as at 31 December 2024 from TAG in connection with the Top-Up Shareholder Loan Agreement.

The gain arising on settlement of outstanding creditor balance recognised in the prior year relates to the settlement

agreement, dated 2 May 2023, with an existing creditor of the Group. This settlement agreement reduced the total

amount that was owed by the Group, to this supplier, in exchange for payment of the new agreed amount by a

speciﬁc date. The total amount owed to this speciﬁc creditor prior to the settlement agreement being signed was

€1,130,250. This amount was reduced to €700,000 as a result of the negotiations proceeding the signing of the

settlement agreement. This resulted in a diﬀerence of €420,250 or £376,000 which has been recorded as other

operating income in the consolidated statement of comprehensive income for the year ended 31 December 2023.

120 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

6 Operating loss

The Group’s operating loss from continuing operations for the year has been arrived at after charging:

	2024	2023
	£ 000	£ 000
Amortisation of internally developed IM platform (note 12)	5	74
Depreciation	3	4
Staﬀ costs (note 8)	1,631	1,850
Professional and legal fees	625	1,551
Contractor costs	73	215
Insurance	98	98
Training and recruitment costs	7	5
Long-term incentive plan costs ("LTIP’s")	11	131

In addition to the above, the Group incurred the following costs from continuing operations relating to impairment

charges and fair value adjustments as detailed below:

	2024	2023
	£ 000	£ 000
Impairment charges – intangible assets (note 12)	48	384
Impairment charges – trade and other receivables (note 14)	270	-
Fair value adjustments on investments (note 27)	284	68
Total impairment charges and Fair value adjustments	602	452

The following acquisition related costs, impairment charges, and costs/(gains) relating to the restructuring of the

TradeFlow ownership, have been recognised in the discontinued operations for the comparative year ended

31 December 2023:

	2024	2023
	£ 000	£ 000
Amortisation of intangible assets arising on acquisition (note 26)*	-	442
Foreign currency translation gain reclassiﬁed to other comprehensive income (note 26)	-	62
Proﬁt on disposal of 81% of TradeFlow (note 26)	-	(718)
	-	(214)

* The amortisation of intangible assets arising on acquisition in FY23 reﬂects the charge recognised during the period

from 1 January 2023 to 30 June 2023. This reﬂects the fact that the TradeFlow Restructuring was ﬁnalised and

completed on 30 June 2023 and TradeFlow was deconsolidated from the Group’s results from this date.

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

7 Auditors’ remuneration

During the year, the Group obtained the following services from the Group’s auditor, at the costs detailed below.

It should be noted that the auditors of the Company for the year ended 31 December 2023 was Crowe U.K. LLP

and the new auditors of the Company for the year ended 31 December 2024 are Bright Grahame Murray.

	2024	2023
	£ 000	£ 000
Fees payable to the Company’s auditors for the audit of the consolidated
ﬁnancial statements	121	110
Fees payable to the Company’s auditors and its associates for other services
to the Group:
Audit of the Companies subsidiaries	15	20
Audit fees relating to prior periods	-	6
Total audit fees	136	136
Non-audit assurance services	-	-
Total audit and non-audit assurance related services	136	136

121 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

8 Staff costs

The aggregate payroll costs (including directors' remuneration) included within continuing operations were as

follows:

	2024	2023
	£ 000	£ 000
Wages, salaries and other short term employee beneﬁts	1,409	1,590
Social security costs	159	190
Post-employment beneﬁts	63	70
Total staﬀ costs	1,631	1,850

The aggregate payroll costs (including directors' remuneration) included within discontinued operations were as follows:

	2024	2023
	£ 000	£ 000
Wages, salaries and other short term employee beneﬁts	-	337
Social security costs	-	11
Total staﬀ costs – discontinued operations*	-	348

* The aggregate payroll costs in FY23 included within discontinued operations reﬂects the costs recognised during the

period from 1 January 2023 to 30 June 2023. This reﬂects the fact that the TradeFlow Restructuring was ﬁnalised and

completed on 30 June 2023 and TradeFlow was deconsolidated from the Group’s results from this date.

122 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

8 Staff costs

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

category was as follows:

	2024	2023
	No.	No.
Executive directors	1	2
Finance, Risk and HR	5	4
Sales and marketing	2	3
Legal	-	1
Operations and Platform development	7	11
Total average number of people employed*	15	21

* The average number of people employed in FY23 reﬂects the TradeFlow staﬀ employed for the period from 1 January

2023 to 30 June 2023. This reﬂects the fact that the TradeFlow Restructuring was ﬁnalised and completed on 30 June

2023 and TradeFlow was deconsolidated from the Group’s results from this date.

9 Key management personnel

Key management compensation (including directors):

	2024	2023
	£ 000	£ 000
Wages, salaries and short-term employee beneﬁts	1,000	1,254
Social security costs	92	115
Post-employment beneﬁts	37	44
Total key management compensation	1,129	1,413

Key management personnel consist of the Company leadership team and the Directors.

No retirement beneﬁts are accruing to Company Directors under a deﬁned contribution scheme (2023: none),

however the Chief Executive Oﬃcer received cash in lieu of payments to a deﬁned contribution pension scheme

of £12,420 during the year (2023: £12,420). This was allowable under his director’s employment contract.

The Directors' emoluments are detailed in the Remuneration Report of the Annual Report and Accounts for the year

ended 31 December 2024.

123 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

10 Income tax

The income tax credit of £139,000 recognised for the year ended 31 December 2024 represents Research &

Development Tax Credits claimed by the Company under the UK SME tax credit scheme during the year (2023: £nil).

This tax credit related to the ﬁnancial years ended 31 December 2022 and 31 December 2023 for which the related

claims were submitted and ﬁnalised during 2024. Of this total £97,000 had been received by the Company prior to

31 December 2024 and the remaining £42,000 was received by the Company subsequent to the year end. This

outstanding amount still to be received was recognised within other receivables (note 13) as at 31 December 2024.

Tax expense charged in the income statement:

	2024	2023
	£ 000	£ 000
Current Taxation Expense
UK Corporation tax	(139)	-
Foreign taxation paid/(receivable) by subsidiaries – continuing operations	-	-
	(139)	-

The tax on loss before tax for the period is less than (2023 - less than) the standard rate of corporation tax in the UK

of 25.0% (2023 – 23.5%).

The diﬀerences are reconciled below:

	2024	2023
	£ 000	£ 000
Loss before tax	(3,062)	(4,345)
Corporation tax at standard rate – 25.0% (2023: 23.5%)	(766)	(1,022)
Eﬀect of expenses not deductible in determining taxable proﬁt (tax loss)	165	82
Increase in tax losses carried forward which were unutilised in the current year	598	912
Tax adjustments in respect of foreign subsidiaries (timing diﬀerences)	-	-
Over provision of deferred tax in prior years	(139)	-
Income not taxable	-	-
Deferred tax not recognised	3	28
Diﬀerences between UK and foreign tax legislation	-	-
Total tax charge	(139)	-

In addition, unrecognised deferred tax assets, relating to tax losses carried forward across the Group have not been

recognised due to uncertainty over the timing and extent of future taxable proﬁts. The losses can be carried forward

indeﬁnitely and have no expiry date. The total approximate tax losses carried forward across the Group as at 31

December 2024 were £19.5 million (31 December 2023: £17.2 million as restated).

124 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

11 Earnings/(loss) per share

The calculation of the basic earnings/(loss) per share ("EPS") is based on the total loss for the year of £2,923,000

(2023 — loss £4,345,000) and on a weighted average number of ordinary shares in issue of 68,035,422,123 (2023 —

59,880,078,004). The basic EPS is (0.0043) pence (2023 – (0.0073) pence).

The calculation of the basic earnings/(loss) per share (EPS) from continuing operations is based on the total loss for

the year from continuing operations of £2,923,000 (2023 — loss £4,160,000) and on a weighted average number of

ordinary shares in issue of 68,035,422,123 (2023 —59,880,078,004). The basic EPS from continuing operations is

(0.0043) pence (2023 – (0.0070) pence).

For the year ended 31 December 2024, the Group no longer had any discontinued operations. However the

calculation of the basic earnings/(loss) per share (EPS) from discontinued operations in the comparative year ended

31 December 2023 was based on the total loss for discontinued operations of £185,000 and on a weighted average

number of ordinary shares in issue of 59,880,078,004. The basic EPS from discontinued operations for the year

ended 31 December 2023 was (0.0003) pence.

The Company has share warrants and employee share scheme options in issue as at 31 December 2024 which

would dilute the earnings per share if or when they are exercised in the future. A summary of these is set out below

and further details of these share warrants and employee share options can be found in note 24.

	2024	2023
	No.	No.
Share warrants - issued	9,224,804,855	9,297,651,062
Share warrants – to be issued	2,250,000,000	2,250,000,000
Long-term incentive plan ("LTIP") options	228,256,365	1,095,753,404
Total	11,703,061,220	12,643,404,466

No dilution per share was calculated for 2024 and 2023 as with the reported loss they are all anti-dilutive.

125 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

12 Intangible assets

Cost or valuation

At 1 January 2023

Additions

At 31 December 2023

Additions

At 31 December 2024

Amortisation

At 1 January 2023

Amortisation charge

At 31 December 2023

Amortisation charge

At 31 December 2024

Impairment

At 1 January 2023

Impairment charge

At 31 December 2023

Impairment charge

At 31 December 2024

Net Book Value

At 31 December 2024

At 31 December 2023

Internally developed IM platform

£ 000

3,669

458

4,127

4,180

818

892

897

2,851

384

3,235

3,283

Impairment assessment – Internally developed IM Platform

The Directors considered the continued current year losses of the Group’s Italian subsidiary, to which the internally

developed IM platform relates, and the full impairment of this intangible asset in the prior year, as an indicator of

impairment and therefore, in accordance to IAS 36 ("Impairment of Assets"), considered if as at 31 December 2024,

this intangible asset required further impairment in relation the additions made during the year, or if some of the

prior year impairment could be reversed.

126 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

12 Intangible assets

The full going concern statement, set out in note 2, noted there is currently an absence of a historical recurring track

record relating to Inventory Monetisation transactions being facilitated by the Group’s Platform, the generation

of the full range of fees from the use of its Platform from more than a limited number of Inventory Monetisation

transactions, and the Group being cash ﬂow positive. As such the Directors have identiﬁed these factors as one

of the material uncertainties in relation to the going concern statement. The Directors have concluded that these

uncertainties also apply to the discounted cash ﬂow model used in this impairment test. In particular, there is

uncertainty that arises with respect to both the future timing and growth rates of the forecast discounted cash ﬂows

arising from the use of the Internally developed IM Platform intangible asset.

As such, the Directors have decided to continue to impair the full carrying amount of this asset as at 31 December

2024. This impairment loss may subsequently be reversed and if so, the carrying amount of the asset will be

increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not

exceed the carrying amount that would have been determined had no impairment loss been recognised for the

investment in prior years.

13 Trade and other receivables

	As at	As at
	31 December 2024	31 December 2023
	£ 000	£ 000
Trade receivables	82	15
Other receivables	946	976
Prepayments	60	35
Total trade and other receivables	1,088	1,026

14 Receivable from related party

	As at	As at
	31 December 2024	31 December 2023
	£ 000	£ 000
Receivable from related party	-	772
Interest receivable from related party	7	22
Other related party receivable	45	53
Total receivable from related party	52	847

Receivable from related party

This balance represents the amount receivable from TAG under the Deed of Novation which created the obligation

for TAG to settle the £2,000,000 cash payment that was due from the buyers to the Company, as a result of the sale

of the 81% majority stake in TradeFlow.

127 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

14 Receivable from related party

Receivable from related party

As at 31 December 2024, the full amount of £2,000,000 has been repaid by TAG to the Company. TAG repaid

£1,228,000 during 2023 and £772,000 throughout 2024. The payments totalling £772,000 which had been received

during the current year were received through a split of £570,000 in cash (2023: £771,000) and £202,000 by way

of oﬀset against amounts owed by the Group companies to TAG (2023: £36,000). In the prior year there was also

an amount of £421,000 that was repaid by way of formal debt novation agreements with speciﬁc suppliers whereby

the debt held by the Group companies was novated to TAG with no recourse by to the Group companies.

Interest receivable from related party

The balance of £7,000 in the table above represents the interest that is receivable from the TAG as at 31 December

2024 relating to the late payments to the Company under the Debt Novation Deed, the purpose of which was to

novate the amounts due to the Company as a result of the TradeFlow Restructuring to TAG from the buyers of the

81% holding in TradeFlow. This balance has been paid by TAG subsequent to 31 December 2024 through the oﬀset

against invoiced amounts owed by the Group companies to TAG.

In addition to the balance of £7,000 described above, the Company had also recognised interest receivable

of £270,000 from TAG as at 31 December 2024 relating to the late payments to the Company under the Top-Up

Shareholder Loan Agreement. Given the latest information that the Board has regarding the ﬁnancial position

of TAG, as at 31 December 2024 this interest receivable balance of £270,000 relating to late payments under the

Top-Up Shareholder Loan Agreement was fully impaired. The latest information regarding the ﬁnancial position

of TAG included:

> the auditors of TAG disagreeing with going concern assumption that had been used in the preparation of the

TAG’s latest ﬁnancial statements for the year ended 31 December 2023;

> as a consequence of the above point, TAG elected to apply for a restructuring procedure as is allowable under

Italian company law; and

> following on from this, on 7 August 2025 TAG entered into a formal liquidation process under Italian insolvency

law. The Company understands that TAG is currently attempting to halt the liquidation process and return to the

restructuring procedure referred to above.

Both these interest amounts have been calculated at a compounding rate of 15% per annum on the overdue

amounts. Details of both these agreements can be found in note 28 to the Group’s consolidated ﬁnancial statements

for the year ended 31 December 2024.

During the current ﬁnancial year, TAG paid £57,000 of late payment interest (2023: £nil) through £20,000 which was

oﬀset against interest payable by the Company to TAG that had accrued on the TAG Unsecured Working Capital

Facility and £37,000 by way of oﬀset against other invoiced amounts owed by the Group companies to TAG.

Other related party receivable

In relation to the Group debt that was formally novated to TAG in 2023 in lieu of a cash payment under the Deed

of Novation, as at 31 December 2024 the Group held an amount receivable from TAG on its balance sheet for the

value of £45,000 (31 December 2023: £53,000). This primarily related to withholding tax amounts on certain

"proforma" invoices that were formally novated, as the supplier invoice settled by TAG was net of the withholding

tax amounts and as such remains due from TAG to the Group as at 31 December 2024. Subsequent to 31 December

2024, an amount of £22,000 had been paid by TAG through the oﬀset against invoiced amounts owed by the Group

companies to TAG.

128 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

15 Share capital

Allotted, called up and fully paid shares

		As at 31 December 2024		As at 31 December 2024
		No. 000	£ 000	No. 000	£ 000
Equity
Ordinary shares of £0.00002 each		71,732,151	1,434	61,232,096	1,224
Deferred shares of £0.04000 each		63,084	2,523	63,084	2,523
2018	Deferred shares of £0.01000 each	224,194	2,242	224,194	2,242
Total		72,019,429	6,199	61,519,374	5,989

Reconciliation of allotted, called up and full paid

	As at 31 December 2024		As at 31 December 2024
	No. 000	£ 000	No. 000	£ 000
Ordinary shares as at 1 January	61,519,374	5,989	56,908,846	5,897
New ordinary shares issued to TAG in connection
with the settlement of the TAG Working Capital Facility	1,500,000	30	-	-
New ordinary shares issued in connection with the New Equity Subscription Agreement dated 14 May 2024	9,000,000	180	-	-
New ordinary shares issued to fulﬁl the conversion
of Open Oﬀer warrants	55	-	110,528	2
New ordinary shares issued to Venus Capital S.A.
in connection with 2023 Venus Subscription	-	-	4,500,000	90
Total at 31 December	72,019,429	6,199	61,519,374	5,989

New shares allotted during the current ﬁnancial year

New ordinary shares issued to TAG in connection with the settlement of the TAG Unsecured Working

Capital Facility

Subsequent to TAG satisfying the full amount of £800,000 drawn down by the Company under the amended TAG

Unsecured Working Capital Facility, the Company and TAG signed a second deed of amendment agreement dated

26 March 2024, which allowed the full outstanding amount of the amended TAG Unsecured Working Capital Facility

to be extinguished by the issue of 1,500,000,000 new ordinary shares of nominal value £0.00002 each, which were

issued to TAG on 28 March 2024. These new ordinary shares issued had a ﬁxed subscription price of 0.053 pence

per share.

New ordinary shares issued in connection with New Equity Subscription Agreement

On 14 May 2024, the Company entered into a new equity subscription agreement with a UK investment ﬁrm,

pursuant to which the UK investment ﬁrm committed to subscribe for 9,000,000,000 new ordinary shares of nominal

value £0.00002 each (the "Subscription Shares"), on behalf of its private clients, at 0.01725 pence per Subscription

Share (the “New Equity Subscription Agreement”). The issue of the Subscription Shares was made for gross proceeds

of £1,552,500 (or £1,428,300 net of an 8% commission charged). These Subscription Shares were admitted to

standard segment of the Oﬃcial List of the Financial Conduct Authority and to trading on the main market for listed

securities of the London Stock Exchange on 28 May 2024.

129 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

15 Share capital

New ordinary shares issued to fulﬁl the conversion of Open Oﬀer warrants

Further to the issue of new ordinary shares on the 18 August 2022 as a result of the Open Oﬀer, the Company also

issued 320,855,008 warrants to certain qualifying shareholders who participated in its open oﬀer (the "Open Oﬀer

Warrants"). Following the issue of the Open Oﬀer Warrants, certain holders have elected to exercise their Open Oﬀer

Warrants and this resulted in a total of 54,696 new ordinary shares being issued during the year ended 31 December

2024 in relation to Open Oﬀer Warrant conversion.

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences, and restrictions:

The ordinary shares carry rights to participate in dividends and distributions declared by the Company and each

share carries the right to one vote at any general meeting. There are no rights of redemption attaching to the

ordinary shares.

Deferred shares have the following rights, preferences, and restrictions:

The deferred shares carry no rights to receive any dividend or distribution and carry no rights to vote at any general

meeting. On a return of capital, the Deferred shareholders are entitled to receive the amount paid up on them after

the Ordinary shareholders have received £100,000,000 in respect of each share held by them. The Company may

purchase all or any of the Deferred shares at an appropriate consideration of £1.

2018 Deferred shares have the following rights, preferences, and restrictions:

The deferred shares carry no rights to receive any dividend or distribution and carry no rights to vote at any general

meeting.

16 Trade and other payables

	As at	As at
	31 December 2024	31 December 2023
	£ 000	£ 000
Trade payables	820	1,314
Other payables	1,051	943
Current portion of long-term bank borrowings	210	192
Social security and other payroll taxes due	1,903	1,566
Accruals	415	488
Contract liabilities	75	59
Accrued interest payable to related party	-	7
Total trade and other payables	4,474	4,569

130 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

17 Long-term borrowings

	As at	As at
	31 December 2024	31 December 2023
	£ 000	£ 000
Non-current portion of long-term bank borrowings	364	590
Working capital loan due to TAG	-	250
Total long-term borrowings	364	840

Non- current portion of long-term bank borrowings

On 12 October 2022, Supply@ME Technologies S.r.l, entered into a new long term loan facility with Banco BPM S.p.A

(the “Banco BPM Facility”). The obligations of Supply@ME Technologies S.r.l under the Banco BPM Facility are

guaranteed by the Company. The key commercial terms of the Banco BPM Facility include:

a) €1 million in principal amount;

b) 275 basis points over Euribor interest rate; and

c) a ﬁve-year repayment term (the ﬁnal payment to be made on 11 October 2027), including an initial six months of

interest only repayments, followed by 54 months of combined principal and interest repayments.

Fees totalling €52,000 were incurred in connection with the arrangement of the Banco BPM Facility. These costs have

been capitalised and will be spread over the term of the Banco BPM Facility. The amount included in the table above

represents the non-current portion of the Banco BPM Facility. The current portion is set out in note 16 above.

Working capital loan due to TAG

The TAG Unsecured Working Capital Facility, which was initially signed on 28 April 2023 and then amended on

30 June 2023, created the obligation for TAG to provide a working capital facility to the Company up to £800,000.

Following the amendment on 30 June 2023, the Company issued a draw down notice to TAG under TAG Unsecured

Working Capital Facility for the full £800,000 available. As at 31 December 2023, £250,000 had been received from

TAG in respect of this facility, and during the year ended 31 December 2024, the remaining £550,000 was received

from TAG.

Subsequent to the receipt of the full £800,000 from TAG, a second deed of amendment was signed between

TAG and the Company and this was dated 26 March 2024. This second deed of amendment allowed the full

outstanding amount of the TAG Unsecured Working Capital Facility to be extinguished by the issue of 1,500,000,000

new ordinary shares of nominal value £0.00002 each, which were issued to TAG on 28 March 2024. These new

ordinary shares issued had a ﬁxed subscription price of 0.053 pence per share. As such, the balance owing in

respect of the TAG Unsecured Working Capital Facility as at 31 December 2024 as £nil (31 December 2023: £250,000).

131 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

18 Provisions
	Post-employment	Provision for risks
	beneﬁts	and charges
	£ 000	£ 000
At 1 January 2023	37
Released to proﬁt and loss	-	(28)
Provided for in the year	17	139
Payments	(13)
Actuarial (gain)/loss	3
At 31 December 2023	44	194
Forex retranslation adjustment	(2)
At 1 January 2024	42	190

Released to proﬁt and loss

Provided for in the year

Payments

Actuarial (gain)/loss

At 31 December 2024

(22)

(4)

(5)

226

Provision for VAT

and penalties

£ 000

337

(15)

322

Total

£ 000

457

(28)

156

(13)

575

(21)

554

(5)

(22)

577

Post-employment beneﬁts

Post-employment beneﬁts include severance pay and liabilities relating to future commitments to be disbursed to

employees based on their permanence in the relevant company. This entirely relates to the Italian subsidiary,

Supply@ME S.r.l. where severance indemnities are due to each employee at the end of the employment relationship.

Post-employment beneﬁts relating to severance indemnities are calculated by estimating the amount of the future

beneﬁt that employees have accrued in the current period and in previous years using actuarial techniques. The

calculation is carried out by an independent actuary using the “Projected Unit Credit Method”.

Provision for risks and charges

Provision for risks and charges includes the estimated amounts of penalties and interest for payment delays

referring the tax and social security payables recorded in the ﬁnancial statements of both of the Italian subsidiaries

which, at the closing date, are overdue. The increase in the prior ﬁnancial year was primarily due the interest

component as the interest rates in Italy have risen during FY23 to an average at 5% during 2023 (2022: 1.5% in 2022).

The increase in the current ﬁnancial year primarily reﬂects additional interest charges provided for during the year.

Provision for VAT and penalties

In advance of the Group’s ﬁrst monetisation transaction, a number of advance payments have been received by the

Group’s Italian subsidiary, Supply@ME S.r.l., from potential client companies in accordance with agreed contractual

terms. These payments have been recognised as revenue in accordance with local accounting rules. These advance

payments, for which an invoice has not yet been issued, have been made exclusive of VAT. As at 31 December 2024,

the Group has included a provision relating to a potential VAT liability, including penalties, in respect of these

advance payments of £187,000 (31 December 2023: £196,000). As the underlying currency of this provision is based

in Euros the movement during 2024 is the result of foreign exchange rate movements at each respect year end.

132 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

18 Provisions

At the point in the future when the associated monetisation transaction takes place, the potential VAT liability will

be settled by the Group. At this same point in time, the Directors expect to be able to recover the VAT from the client

companies as invoices in respect of the monetisation transactions are issued. The timing of these future

monetisation transactions currently remains uncertain and as such no corresponding VAT receivable has been

recognised as at 31 December 2024, however there is a contingent asset of £134,000 as at 31 December 2024

(31 December 2023: £140,000) in respect of this.

An additional amount of £144,000 was added to the provision during the second half of 2022 to reﬂect the fact that

the Italian intercompany invoice was issued late and this balance reﬂects potential VAT penalties that may arise due

to the timing of the invoice. This balance remains provided for at 31 December 2024, however has been revalued to

£135,000 as at 31 December 2024 (31 December 2023: £141,000).

From time to time, during the course of business, the Group maybe subject to disputes which may give rise to claims.

The Group will defend such claims vigorously and provision for such matters are made when costs relating to

defending and concluding such matters can be measured reliably. There were no cases outstanding as at 31

December 2024 that meet the criteria for a provision to be recognised.

19 Pension and other schemes

Deﬁned contribution pension scheme

The Group operates a deﬁned contribution pension scheme for employees of the Company. The assets of the

scheme are recognised as being held separately from those of the Group and Company and will be paid over to an

independently administered fund. The pension cost charge represents contributions payable by the Group to the

fund.

The total pension charge for the year represents contributions payable by the Group to the scheme relating to

employer contributions amounted to £47,000 for continuing operations (2023: £53,000).

Contributions (including employee and employer contributions) totalling £30,000 (2023: £16,000) were payable to the

scheme at the end of the year and are included in creditors. This has been paid post year end.

20 Capital commitments

There were no capital commitments for the Group at 31 December 2024 or 31 December 2023.

21 Contingent liabilities

There were no contingent liabilities for the Group at 31 December 2024 or 31 December 2023.

133 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

22 Financial instruments

Financial assets

	Carrying value	Carrying value	Fair value	Fair value
	as at	as at	as at	as at
	31 December 2024	31 December 2023	31 December 2024	31 December 2023
	£ 000	£ 000	£ 000	£ 000
Financial assets at amortised cost:
Cash and cash equivalents	34	5	34	5
Trade receivables	82	15	82	15
Receivable from related party	52	847	52	847
Other receivables	946	974	946	974
	1,114	1,841	1,114	1,841

Valuation methods and assumptions: The directors believe due to their short term nature, the fair value approximates

to the carrying amount.

Financial liabilities

	Carrying value	Carrying value	Fair value	Fair value
	as at	as at	as at	as at
	31 December 2024	31 December 2023	31 December 2024	31 December 2023
	£ 000	£ 000	£ 000	£ 000
Financial liabilities at amortised cost:
Long-term borrowings	574	1,032	574	1,032
Trade payables	820	1,314	820	1,314
Other payables	1,051	943	1,051	943
	2,445	3,289	2,445	3,289

Valuation methods and assumptions: The directors believe that the fair value of trade and other payables approximates

to the carrying value.

There are no ﬁnancial liabilities that are carried at fair value through the proﬁt and loss as at 31 December 2024 (31

December 2023: £nil).

134 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

Risk management

The Group is exposed through its operations to the following ﬁnancial risks: credit risk, foreign exchange risk, and

liquidity risk.

In common with all other businesses, the Group is exposed to risks that arise from its use of ﬁnancial instruments.

This note describes the Group’s objectives, policies and processes for managing these risks and the methods used

to measure them. Further quantitative information in respect of these risks is presented throughout these ﬁnancial

statements. There have been no substantive changes in the Group’s exposure to ﬁnancial instrument risks, its

objectives, policies and processes for managing those risks or the methods used to measure them from previous

periods unless otherwise stated in this note.

Principal ﬁnancial instruments

The principal ﬁnancial instruments used by the Group, from which ﬁnancial instrument risk arises, were as follows:

> trade receivables and other receivables;

> cash at bank;

> receivables from related parties;

> trade and other payables; and

> long-term borrowings.

General objectives, policies and processes

The Board had overall responsibility for the determination of the Group’s risk management objectives and policies

and, whilst retaining ultimate responsibility for them, it had delegated the authority for designing and operating

processes that ensure the eﬀective implementation of the objectives and policies to the Group’s ﬁnance function.

The Board received monthly reports from the Chief Financial Ofﬁcer through which it reviewed the eﬀectiveness

of the processes put in place and the appropriateness of the objectives and policies it had set. The overall objective

of the Board was to set polices that sought to reduce risk as far as possible without unduly aﬀecting the Group’s

competitiveness and ﬂexibility. Further details regarding these policies are set out below.

Interest rate risk

At present the Directors do not believe that the Group has signiﬁcant interest rate risk and consequently does not

hedge against such risk. Cash balances earn interest at variable rates.

The Group’s interest generating ﬁnancial assets from continuing operations as at 31 December 2024 comprised cash

and cash equivalents of £34,000 (2023: £5,000). Interest is paid on cash at ﬂoating rates in line with prevailing market

rates. In addition, late payment interest of £312,000 was recognised during the year ended 31 December 2024 (2023:

£22,000) relating to the late payments of both the TAG Top-Up Shareholder Loan Agreement and the Deed of

Novation. These interest amounts have been calculated at a compounding rate of 15% per annum on the overdue

amounts. During the year ended 31 December 2024 an amount of £57,000 was paid by TAG relating to late payment

interest (2023: £nil). Of the remaining £277,000 that remained outstanding as at 31 December 2024, £7,000 was paid

by TAG prior to the issue of these ﬁnancial statements and £270,000 was impaired as detailed in note 14.

The Group's interest generating ﬁnancial liabilities as at 31 December 2024 comprised long-term borrowings of

£574,000 (2023: £1,032,000).

22 Financial instruments

135 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

22 Financial instruments

Sensitivity analysis

At 31 December 2024, had the EURIBOR 3 MONTH rate of 2.736 (2023 – 3.905) increased by 1% with all other variables

held constant, the increase in interest payable on ﬁnancial assets would amount to approximately £6,000 (2023 -

£7,000). Similarly, a 1% decrease in the EURIBOR 3 MONTH rate with all other variables held constant would result

in a decrease in interest receivable on ﬁnancial assets of approximately £7,000 (2023 - £7,000).

Credit risk and impairment

Credit risk is the risk of ﬁnancial loss to the Group if a customer or a counterparty to a ﬁnancial instrument fails to

meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy,

implemented locally, to assess the credit risk of new customers before entering contracts. Such credit ratings take

into account local business practices. The Group has a credit policy under which each new customer is analysed

individually for creditworthiness before the Group's standard payment and delivery terms and conditions are oﬀered.

Credit risk also arises from cash and cash equivalents and deposits with banks and ﬁnancial institutions. To manage

this, the Group has made sure that they use reputable banks.

The Group's Chief Financial Ofﬁcer monitors the utilisation of the credit limits regularly.

The Group’s maximum exposure to credit by class of individual ﬁnancial instrument is shown in the table below:

	Carrying value	Maximum exposure	Carrying value	Maximum exposure
	as at	as at	as at	as at
	31 December 2024	31 December 2024	31 December 2023	31 December 2023
	£ 000	£ 000	£ 000	£ 000
Cash and cash equivalents	34	34	5	5
Trade receivables	82	82	15	15
Receivable from related party	52	52	847	847
	168	168	867	867

As at 31 December 2024, with the exception of £270,000 relating to late payment interest receivable from TAG in

respect of the Top-Up Shareholder Loan Agreement, the ﬁnancial assets held by the Group have not been impaired.

Further details of the impairment to the related party interest receivable can be found in note 14.

136 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

22 Financial instruments

Foreign exchange risk

Foreign exchange risk arises because the Group has operations located in various parts of the world whose functional

currency is not the same as the functional currency in which the Group operates. Although its global market

penetration reduces the Group's operational risk, in that it has diversiﬁed into several markets, the Group's net assets

arising from such overseas operations are exposed to currency risk resulting in gains or losses on retranslation into

sterling. Only in exceptional circumstances would the Group consider hedging its net investments in overseas

operations as generally it does not consider that the reduction in foreign currency exposure warrants the cash ﬂow

risk created from such hedging techniques.

The Group's policy is, where possible, to allow Group entities to settle liabilities denominated in their functional

currency (primarily Euros or Pound Sterling) with the cash generated from their own operations in that currency.

Where Group entities have liabilities denominated in a currency other than their functional currency (and have

insuﬃcient reserves of that currency to settle them) cash already denominated in that currency will, where possible,

be transferred from elsewhere within the Group.

Currency proﬁle as at 31 December 2024

	As at	As at
	31 December 2024	31 December 2023
	£ 000	£ 000
Financial assets
Cash and cash equivalents: Sterling	1	3
Cash: Euro	33	2
Trade receivables: Sterling	-	-
Trade receivables: Euro	82	15
Financial liabilities
Trade payables: Sterling	478	865
Trade payables: Euro	342	449
Long-term borrowings: Sterling	-	250
Long-term borrowings: Euro	574	782

Sensitivity analysis

At 31 December 2024, if Sterling had strengthened by 10% against the below currencies with all other variables held

constant, loss before tax for the year would have been approximately:

> EUR: £68,000 higher (2023 - £102,000 higher).

Conversely, if the below currencies had weakened by 10% with all other variables held constant, loss before tax for the

year would have been approximately:

> EURO: £68,000 lower (2023 - £102,000 lower).

137 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

22 Financial instruments

Liquidity risk

Liquidity risk arises from the Group's management of working capital and the ﬁnance charges and principal

repayments on its debt instruments. It is the risk that the Group will encounter diﬃculty in meeting its ﬁnancial

obligations as they fall due.

The Group's policy is to ensure that it will always have suﬃcient cash to allow it to meet its liabilities when they

become due.

The Board receives rolling 12-month cash ﬂow projections on a regular basis as well as information regarding cash

balances. At the statement of ﬁnancial position date, these projections indicated that the Group expects to have

suﬃcient liquid resources to meet its obligations under all reasonably expected circumstances subject to the material

uncertainties detailed in the going concern assumptions set out in note 2.

As set out in note 28, the TAG Top-Up Shareholder Loan Agreement gave the Company the ability to draw down up

to £3.5 million in line with speciﬁc conditions. As at 31 December 2024, the Company had issued draw down notices

for £2,042,000 (31 December 2023: £969,000). As such as at 31 December 2024 £1,458,000 remains undrawn under

the TAG Top-Up Shareholder Loan Agreement. As at 31 December 2023, the Group had £2,531,000 that had not been

drawn under the TAG Top-Up Shareholder Loan Agreement.
Subsequent to the 31 December 2024, the Board entered into the Nuburu On-Demand Facility for US$5,150,000 and
agreed to release TAG from its outstanding obligations under the TAG Top-Up Shareholder Loan Agreement once the
full amount under the new facility has been received. Further details of this new funding facility can be found in note
30. This action was taken by the Board due to continued underperformance of TAG a commitments in line with the TAG Top-Up Shareholder Loan Agreement and the rece
TAG’s ﬁnancial position, for which further details can be found in note 14.		Between	Between
	Up to 3 months	3 and 12 months	1 and 2 years
At 31 December 2024	£ 000	£ 000	£ 000
Liabilities
Long-term borrowings	44	148	193

Trade and other payables

Social security and other taxes

Total liabilities

At 31 December 2023

Liabilities

Long-term borrowings

Trade and other payables

Social security and other taxes

Total liabilities

1,133

1,903

3,080

1,511

1,566

3,153

738

886

182

746

928

193

223

Between

2 and 5 years

£ 000

189

676

Over 5 years

£ 000

138 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

22 Financial instruments

Capital risk management

The Group's capital management objectives are to ensure the Group is appropriately funded to continue as a going

concern and to provide an adequate return to shareholders commensurate with risk. The Group deﬁnes capital as

being issued share capital, share premium and all other equity reserves attributable to the equity holders of the

parent. The Group's capital structure is periodically reviewed and, if appropriate, adjustments are made in the light of

expected future funding needs, changes in economic conditions, ﬁnancial performance and changes in Group

structure. As explained in note 28, the Group had various ﬁnancing facilities from TAG in place during the year ended

31 December 2024. As explained in note 30, subsequent to the 31 December 2024, the Board entered into the

Nuburu On-Demand Facility for US$5,150,000 and agreed to release TAG from its outstanding obligations under the

Top-Up Shareholder Loan Agreement once the full amount under the new facility has been received.

The Group adheres to the capital maintenance requirements as set out in the Companies Act.

Capital for the reporting periods under review is summarised as follows:

> Net liabilities: (£4,246,000) (2023: (£3,807,000))

> > >	Cash and cash equivalents: £34,000 (2023: £5,000)
> >	Share Capital £6,199,000 (2023: £5,989,000)
23 Net debt
The Group reconciliation of the movement in net debt from continuing operations is set out below:

At 1 January 2023

Net cash ﬂows

Foreign exchange

At 31 December 2023

Net cash ﬂows

Repayment of TAG Unsecured Working Capital Facility via new share issue (non cash)

Foreign exchange

As at 31 December 2024

Total long-term

borrowings

(current and

non-current portion)

£ 000

(906)

(145)

(1,032)

(374)

800

(574)

139 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

24 Share-based payments

Share warrants issued in connection with the New Equity Subscription Agreement

On the 14 May 2024, the Company announced it had entered into the New Equity Subscription Agreement

with a UK investment ﬁrm, pursuant to which the UK investment ﬁrm committed to subscribe for 9,000,000,000

Subscription Shares. Under the New Equity Subscription Agreement, new warrants were required to be issued to the

UK investment ﬁrm at a ratio of one warrant for every twenty subscription shares issued under the New Equity

Subscription Agreement. This resulted in an obligation for the Group to issue 450,000,000 new warrants to the UK

investment ﬁrm ("New Warrants"). These New Warrants are each exercisable into one new ordinary share at a price

equal to 0.01725 pence per share up to a ﬁnal exercise date of 28 May 2029.

As these share warrants were issued as a cost of issuing new ordinary shares to the UK investment ﬁrm they fall into

of scope of IFRS 2 ("Share-based payments"). As such, the Directors were required to determine the fair value of the

equity-settled share-based payments at the date on which they were granted. The fair value was determined using

a Black-Sholes model which required certain judgements to be made in determining the most appropriate inputs to

be used. The key judgemental point was the expected volatility rate of the Company’s share price over the relevant

period prior to the grant of the warrants. The volatility rate assumption applied in the model for the New Warrants

was 82.5%. This was based on the actual volatility of the Company’s shares over the historical period from March 2020

(the date of the reverse take over) to the valuation date.

The total fair value of the New Warrants was £52,000 and this amount has been fully recognised during the year

ended 31 December 2024. Given this amount directly related to the cost of issuing new ordinary shares to the UK

investment ﬁrm, the total amount of £52,000 was oﬀset against the share premium balance speciﬁcally created in

connection with the relevant issue of Subscription Shares in accordance with IAS 32 ("Financial Instruments").

Share warrants issued to Mercator

During 2021 the Group entered into a funding facility with Mercator Capital Management Fund LP ("Mercator") which

required share warrants to be issued representing 20% of the face value of any loan notes or convertible loan notes

issued in connection with this facility. These warrants have a term of 3 years from issue and an exercise price of 130%

of the lowest closing VWAP over the ten trading days immediately preceding the issue of the warrants.

The total number of share warrants issued under this arrangement to Mercator during the years ended 31 December

2021 and 2022 was 961,832,433 (the "Mercator Warrants"). Details of the outstanding share warrants issued to

Mercator are set out in the table below. During the year ended 31 December 2024, a total of 522,791,512 of the

Mercator Warrants expired prior to being exercised. There is no impact to the ﬁnancial statements as a result of

these warrants expiring. There have been no movement in these Mercator Warrants during the prior year ended

31 December 2023, however as announced by the Company on 23 November 2023, and further on 28 March 2024,

the Company approved the transfer of Mercator Warrants from Mercator to an independent third-party purchaser(s).

Outstanding Mercator Warrants at 31 December 2024

	Number of
	warrants
Date of issue	outstanding	Exercise price	Expiry date
4 January 2022	77,763,767	£0.00174	4 January 2025
2 February 2022	79,179,799	£0.00171	2 February 2025
4 March 2022	105,948,198	£0.00128	4 March 2025
14 July 2022	176,149,157	£0.00085	14 July 2025
Total	439,040,921

140 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

24 Share-based payments

Mercator Warrants that expired during the year ended 31 December 2024

	Number of
	warrants
Date of issue	outstanding	Exercise price	Expiry date
1 October 2021	443,726,031	£0.00316	1 October 2024
1 November 2021	29,197,856	£0.00314	1 November 2024
1 December 2021	49,867,625	£0.00184	1 December 2024
Total	522,791,512

The total fair value of the above Mercator Warrants has been fully expensed in the prior periods. No further costs

have been recognised in the current ﬁnancial year ended 31 December 2024 (2023: £nil), and none of these warrants

have been converted during the same period (2023: nil converted).

Share warrants issued to Venus under the 2022 Capital Enhancement Plan

On the 27 April 2022, the Group announced it had entered into a subscription agreement with Venus Capital S.A

(“Venus Capital”). Under the terms of this subscription agreement the Group issued a total of 8,175,000,000 share

warrants to Venus Capital during the year ended 31 December 2022, and as at the 31 December 2024, these all

remain outstanding. The initial terms of the warrants speciﬁed that they could be exercised at any time up to

31 December 2025 and have an exercise price of 0.065 pence per warrant, however this expiry date was extended

to 31 December 2026 through a deed of amendment dated 26 April 2023.

As these share warrants were issued as a cost of issuing new ordinary shares to Venus Capital, they fall into of scope

of IFRS 2 ("Share-based payments") and the total fair value of these was fully recognised during 2022. No further costs

have been recognised in the year ended 31 December 2024 (2023: £nil).

Share warrants issued to retail shareholders under the Open Oﬀer

On 22 July 2022, the Group announced an Open Oﬀer, giving existing shareholders the opportunity to subscribe for

up to 641,710,082 new ordinary shares in the Group. Following the closing of the Open Oﬀer, on 18 August 2022, the

Group announced it would allot and issue 641,710,082 new ordinary shares to those qualifying shareholders.

In addition, the Group also issued 320,855,008 warrants to the qualifying shareholders on the basis of one warrant for

every two ordinary shares received as a result of the Open Oﬀer. The initial terms of the warrants speciﬁed that they

could be exercised at any time up to 31 December 2025 and have an exercise price of 0.065 pence per warrant,

however this expiry date was extended to 31 December 2026 through a deed of amendment dated 26 April 2023.

As these share warrants were issued as a cost of issuing the new Open Oﬀer ordinary shares they fall into of scope

of IFRS 2 ("Share-based payments") and the total fair value of these was fully recognised during 2022. No further costs

have been recognised in the year ended 31 December 2024 (2023: £nil).

Subsequent to the issue of the Open Oﬀer warrants, and prior to 31 December 2024, a cumulative amount of

160,091,075 (31 December 2023:160,036,379) of these warrants have been converted in exchange for new ordinary

shares and as at 31 December 2024 there is a balance of 160,763,933 (31 December 2023: 160,818,629) Open Oﬀer

warrants which remained outstanding. On the exercise of the Open Oﬀer warrants, the fair value amount is

reclassiﬁed from the share-based payment reserve to retained losses in the relevant period in the Groups statement

of changes in equity.

141 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

24 Share-based payments

Share warrants issued to Venus Capital under the April 2023 Equity Subscription Agreement

On the 28 April 2023, the Company announced it had and entered into a new subscription agreement with Venus

Capital. Under this subscription agreement, 2,250,000,000 new warrants were required to be issued to Venus Capital

(the “New Venus Warrants”). This resulted in an obligation for the Group to issue the New Venus Warrants. These New

Venus Warrants are each exercisable into one new ordinary share at a price equal to 0.065 pence per share up to a

ﬁnal exercise date of 31 December 2026.

As these share warrants were issued as a cost of issuing new ordinary shares to Venus Capital they fall into of scope

of IFRS 2 ("Share-based payments"). As such, the Directors were required to determine the fair value of the

equity-settled share-based payments at the date on which they were granted. The total fair value of the New Venus

Warrants was £1,717,000 and this amount has been fully recognised during the year ended 31 December 2023.

These were no additional amounts recognised during the current ﬁnancial year ended 31 December 2024.

Given this amount directly related to the cost of issuing new ordinary shares to Venus Capital, the total amount of

£1,717,000 was oﬀset against the share premium balance during the ﬁnancial year ended 31 December 2023 in

accordance with IAS 32 ("Financial Instruments"). This amount was oﬀset against the related share premium that was

created in connection with the relevant issue of ordinary share to Venus Capital. No further amounts have been

recognised in the year ended 31 December 2024.

Extension to the expiry date of the warrants issued in connection with the Open Oﬀer carried out on 17 August

2022 and the warrants issued to Venus Capital during 2022

As outlined above, both of these warrants had been valued previously in line with IFRS 2 ("Share-based payments").

The modiﬁcation to the expiry date was also valued in line with IFRS 2. The change in the fair value due to the

extension of the expiry date on those warrants still outstanding at the time of modiﬁcation of £346,000 was fully

recognised during the six month period ended 30 June 2023.

Given this amount directly related to the cost of issuing new ordinary shares in the past to Venus Capital or under the

Open Oﬀer, the amount of £132,000 was oﬀset against the share premium balance in accordance with IAS 32

("Financial Instruments") and the remaining fair value amount of £214,000 was recognised in retained losses during

the year ended 31 December 2023. No further amounts have been recognised in the year ended 31 December 2024.

A summary of the share warrants outstanding as at 31 December 2024 is detailed in the table below:

	Number of	Number of
	warrants outstanding	warrants outstanding
	at 31 December 2024	at 31 December 2023
Share warrants issued to Mercator	439,040,921	961,832,433
Share warrants issued to Venus Capital	8,175,000,000	8,175,000,000
Share warrants to be issued to Venus Capital	2,250,000,000	2,250,000,000
Share warrants issued to retail shareholders	160,763,933	160,818,629
Share warrants issued in connection with New Equity
Subscription Agreement completed in May 2024	450,000,000	-
Total	11,474,804,854	11,547,651,062

142 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

24 Share-based payments

A summary of the movement to the number of share warrants outstanding during the ﬁnancial year ended

31 December 2024 are set out below:

> a total of 522,791,512 shares warrants that had previously been issued to Mercator expired prior to the holder

choosing to convert into ordinary shares of the Company;

> a total of 54,696 share warrants that had been issued in connection with the Open Oﬀer that took place in August

2022, where exercised by the holders and converted into ordinary shares of the Company; and

> a total of 450,000,000 new share warrants were issued under the New Equity Subscription Agreement that was

completed in May 2024. These all remain unexercised as at 31 December 2024.

A summary of the fair value of the share warrants issued during the period, including the change in fair value due to

modiﬁcation of the terms of certain share warrants, are detailed in the table below:

		2024	2023
		£ 000	£ 000
Share warrants to be issued to Venus Capital		-	1,717
Increase in fair value of outstanding warrants issued to Venus
Capital and retail shareholders as a result of expiry date extension		-	346
May 2024	Subscription Agreement	52	-
Total		52	2,063

Employee share scheme awards

October 2022 Employee share scheme

On 31 October 2022, the Group awarded an long term-term incentive plan (“LTIP”) conditional on performance

conditions to certain employees, being the achievement of speciﬁed Total Shareholder Return ("TSR") (market

condition) performance, as well as continued employment. The TSR performance related to a three year period over

the 2022, 2023 and 2024 ﬁnancial years and the required TSR performance is set out in the table below with the

adjusted share price measurement period being the average closing mid-market price of a share over a three month

period ending on the last dealing day of the performance period:

Adjusted share price per share

Below 0.6945 pence

Equal to 0.6945 pence

1 penny or greater

Percentage of TSR award vesting

25%

100%

Vesting was to be on a straight-line basis between target levels, however as the average closing mid-market price

of a share over a three month period ending 31 December 2024 did not meet the lower of the performance targets

set above, none of the share awards will vest.

The vesting date of these share awards was to be 31 October 2025, and the continued employment needed to cover

up until this date. The share awards issued to the Chief Executive Oﬃcer were to be subject to an additional 2 years

holding period following the vesting date.

143 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

24 Share-based payments

For those share schemes with market related vesting conditions, the fair value is determined using the Monte Carlo

model at the grant date. The following table lists the inputs to the model used for the awards granted in the year

ended 31 December 2022 based on information at the date of grant:

LTIP awards (granted on 31 October 2022)

Share price at date of grant

Award price

Volatility

Life of award

Risk free rate

Dividend yield

Fair value per award

TSR element

0.08 pence

0.002 pence

116.38%

3 years

3.34%

0.0245 pence

The additional holding period applicable to the share awards issued to the Chief Executive Oﬃcer have been valued

using the Finnerty model. The following table lists the inputs to the model used for the awards granted in the year

ended 31 December 2022 based on information at the date of grant:

LTIP awards (granted on 31 October 2022)	TSR element additional holding period
Share price at date of grant	0.08 pence
Award price	0.08 pence
Volatility	116.73%
Life of holding period	2 years
Risk free rate	3.60%
Dividend yield	0%
Fair value per award with holding period	0.0208 pence

These awards would have been equity-settled by award of ordinary shares, however as set out above due to the TSR

performance condition not having been meet at the end of 2024, none of these share awards will vest in the future.

The total share-based payment charge recognised in the consolidated statement of comprehensive income for the

year ended 31 December 2024 in relation to the October 2022 employee share scheme options is £20,000 (2023:

£60,000). As all social security charges with respect to the share awards will be the responsibility of the employee,

no expense has been recognised by the Group in respect of these charges.

144 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

24 Share-based payments

The following table summarised the movements in the number in share awards issued by the Company in October 2022:

	2024	2023
	No.	No.
Outstanding at 1 January	786,658,094	874,783,094
Conditionally awarded in year	-	-
Exercised	-	-
Forfeited or expired in year	(228,883,759)	(88,125,000)
Lapsed at 31 December due to performance condition not being met	(557,774,335)
Outstanding at 31 December	-	786,658,094
Exercisable at the end of the year	-	-

May 2023 Employee share scheme

On 19 May 2023, the Group awarded its second LTIP conditional on performance conditions to certain employees,

being the achievement on continued employment and the achievement of performance conditions relating to the

speciﬁed TSR (market condition) performance (50%) and the speciﬁc GBP amount of inventory monetised (non market

condition) (50%). Each of the performance conditions relate to a three year period over the 2023, 2024 and 2025

ﬁnancial years and the required performance is as follows:

> with respect to the TSR element the adjusted share price measurement period is the average closing mid-market

price of a share price over a three month period ending on the last dealing day of the performance period, being

31 December 2025. If the average share price during the measurement period is 0.15p then 25% of the aware will

vest, and this increases on a straight line basis to 0.3p for 100% of vesting; and

> with respect to the GBP amount of inventory monetised the measurement period is by the end of the

performance period, being 31 December 2025. 25% of the award will vest if £300m of inventory is monetised (in

aggregate) over the three year performance period, increasing on a straight line to 100% of the award to vest if

£400m of inventory is monetised (in aggregate) over the same three year performance period.

As with the October 2022 LTIP award in addition to the satisfaction of the performance conditions set out above, the

Group’s Remuneration Committee must also be satisﬁed that the potential level of vesting of the LTIP is appropriate in

all circumstances.

The vesting date of these share awards is 19 May 2026, and the continued employment covers up until this date.

The share awards issued to the Chief Executive Oﬃcer are subject to an additional 2 years holding period following

the vesting date.

For those share schemes with market related vesting conditions, the fair value is determined using the Monte Carlo

model at the grant date. For those share schemes with non-market vesting conditions, the fair value is determined

using the Black Scholes model at the grant date. The following table lists the inputs to the models used for the May

2023 share awards granted based on information at the date of grant:

145 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

24 Share-based payments
LTIP awards (granted on 19 May 2023)	TSR element
Share price at date of grant	0.14 pence
Award price	0.002 pence
Volatility	119.81%

Life of award

Risk free rate

Dividend yield

Fair value per award

3 years

3.90%

0.1098 pence

Inventory Monetisation element

0.14 pence

0.002 pence

n/a

3 years

n/a

0.1384 pence

The additional holding period applicable to the share awards issued to the Chief Executive Oﬃcer have been valued

using the Finnerty model. The following table lists the inputs to the model used for the awards granted during year

ended 31 December 2024 based on information at the date of grant:

LTIP awards (granted on 19 May 2023)	TSR element	Inventory Monetisation element
Share price at date of grant	0.14 pence	0.14 pence
Award price	0.14 pence	0.14 pence
Volatility	127.25%	127.25%
Life of award	2 years	2 years
Risk free rate	3.87%	3.87%
Dividend yield	0%	0%
Fair value per award	0.0924 pence	0.1165 pence

These awards will be equity-settled by award of ordinary shares. The total share-based payment charge recognised

consolidated statement of comprehensive income for the year ended 31 December 2024 in relation to the May 2023

employee share scheme options was a credit of £9,000 (2023: debit of £71,000). As all social security charges with

respect to the share awards will be the responsibility of the employee, no expense has been recognised by the Group

in respect of these charges.

In calculating the credit recognised in comprehensive income for the current ﬁnancial year, the Board made the

judgement that the Inventory Monetisation target of the May 2023 LTIPs was highly unlikely to be met by the end of

the performance period, and as such a true up adjustment was required to ensure the cumulative amounts charged

to comprehensive income since grant date reﬂected this judgement.

146 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

24 Share-based payments

The following table summarised the movements in the number in share awards issued by the Company in May 2023:

	2024	2023
	No.	No.
Outstanding at 1 January	309,095,310	-
Conditionally awarded in year	-	343,548,435
Exercised	-	-
Forfeited or expired in year	(80,838,945)	(34,453,125)
Outstanding at 31 December	228,256,365	309,095,310
Exercisable at the end of the year	-	-

25 Share issue costs

The costs relating to the equity subscription share issue that took place during the year have been netted oﬀ against

the amount of share premium that is recognised in respect of the share issue to which they directly relate. Any

amounts in excess of the share premium recognised, are taken to retained earnings. Details of the share issue costs

recognised during the year ended 31 December 2024 are set out in the table below.

	2024	2024
	Costs recognised	Costs recognised
	in share premium	in retained earnings
	£ 000	£ 000
Share warrants issued in connection with New Equity Subscription
Agreement dated May 2024 (note 24)	52	-
Other costs (legal fees, listing fees, commission cost)	140	-
Total	192	-

		2023	2023
		Costs recognised	Costs recognised
		in share premium	in retained earnings
		£ 000	£ 000
2023	Venus Subscription warrant costs (note 24)	1,717	-
Other costs (legal fees, listing fees, commission cost)		254	-
Impact of extension of expiry date of warrants issued during 2022
relating to Capital Enhancement plan and Open Oﬀer warrants (note 24)		132	214
Total		2,103	214

147 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

26 Loss from discontinued operations recognised in the prior year comparative period

During the second half of 2022, the Board of Directors of the Company began the process of the TradeFlow

Restructuring, and as such in the ﬁnancial statements for the year ended 31 December 2022, it was considered that

the TradeFlow operations meet the criteria to be classiﬁed as held for sale at the balance sheet date in accordance

with IFRS 5 ("Non-current Assets Held for Sale and Discontinued Operations"). This is due to the fact that as at this

date the details of the TradeFlow Restructuring had all been agreed in principle between the parties and was

expected to be completed post year-end. As a result the TradeFlow operations were available for immediate sale in

its present condition and it was highly probably that that sale would be completed at 31 December 2022.

Subsequently, on 30 June 2023 the Company announced that had entered into relevant binding commercial

agreements to complete the TradeFlow Restructuring.

The TradeFlow Restructuring resulted in the Group reducing its ownership in TradeFlow from 100% to 19% by selling

81% of the issued share capital in TradeFlow to Tom James and John Collis (the "Buyers"). The consideration for the

Group’s 81% stake in TradeFlow was £14,386,100 of which £12,386,100 was netted oﬀ against potential future

amounts owed by the Group to the Buyers under the terms of an earn-out letter relating to the original acquisition

of TradeFlow in July 2021.

This resulted in a remaining £2,000,000 consideration to be receivable by the Group. On the 30 June 2023, the

Group's major shareholder, TAG, assumed this remaining £2,000,000 consideration, to be receiveable by the Group,

from the buyers of TradeFlow, by way of a Debt Novation Deed (the “Deed of Novation”). As outlined in note 14, this

£2,000,000 was repaid by TAG over 2023 and 2024.

The accounting for the TradeFlow Restructuring has been reﬂected in the consolidated ﬁnancial statements for the

year ended 31 December 2023. During the period from 1 January 2023 and up until the date of completion of the

TradeFlow Restructuring, being 30 June 2023, the TradeFlow operations continued to meet the criteria to be

classiﬁed as held for sale in accordance with IFRS 5 ("Non-current Assets Held for Sale and Discontinued

Operations"). The TradeFlow operations contributed a loss of £185,000 (inclusive of the proﬁt on disposal of 81%

of TradeFlow referred to below) in the period from 1 January 2023 to 30 June 2023.

From 30 June 2023, the assets and liabilities of TradeFlow, including the intangible assets acquired on the acquisition

of TradeFlow in July 2021, are no longer consolidated by the Group, and instead the fair value of the new 19%

investment of £352,000 was recognised on the balance sheet as at 30 June 2023, together with the outstanding

consideration to be received from TAG. The diﬀerence between these items resulted in a proﬁt on disposal of 81%

of TradeFlow recorded in the consolidated ﬁnancial statements for the year ended 31 December 2023 of £718,000.

148 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

26 Loss from discontinued operations recognised in the prior year comparative period

The results of the TradeFlow (discontinued) operations for the period from 1 January 2023 to 30 June 2023 are

presented below:

Revenue

Administrative expenses

Other operating income

Amortisation of intangible assets

Foreign currency translation loss reclassiﬁed to comprehensive income

Proﬁt on disposal of 81% of TradeFlow

Operating loss

Finance costs

Loss before tax

Deferred tax credit

Loss for the period

6 months to

30 June 2023*

£ 000

684

(1,037)

(442)

(62)

718

(115)

(145)

(260)

(185)

* Represents the results for the six-month period prior to the ﬁnalisation of the TradeFlow Restructuring on 30 June 2023.

The net cash ﬂows from the TradeFlow operations were as follows:

	6 months to
	30 June 2023*
	£ 000
Net cash ﬂow from operating activities	(405)
Net cash ﬂow from investing activities	-
Net cash ﬂow from ﬁnancing activities	405
Net cash outﬂow	-

* Represents the cash ﬂows for the six-month period prior to the ﬁnalisation of the TradeFlow Restructuring on 30 June 2023.

The calculation of the proﬁt on disposal of 81% of TradeFlow as at 30 June 2023 is shown below:

	As at
	30 June 2023
	£ 000
Accounting fair value of the 81% ownership of the TradeFlow operations disposed of by the Group	2,000
Accounting fair value of 19% ownership of the TradeFlow operations retained by the Group	352
	2,352
Less:
Accounting fair value of net assets disposed of by the Group	(1,634)
Proﬁt on disposal of 81% of TradeFlow	718

149 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

26 Loss from discontinued operations recognised in the prior year comparative period

The value of the 19% ownership of the TradeFlow operations retained by the Company was calculated with

reference to the speciﬁcs set out in the TradeFlow Restructuring share purchase agreement dated 30 June 2023 (the

"TradeFlow SPA"). These speciﬁcs included:

a) The TradeFlow SPA set out the total legal consideration for the 81% of the TradeFlow business and required a

cash amount of £2,000,000 to be payable to the Company by the Buyers as a result of the TradeFlow

Restructuring;

b) Based on the amount agreed in a) above, the estimated accounting fair value of 100% of the TradeFlow

operations is assumed to be £2,469,000; and

c) Based on the numbers set out in a) and b) above, the fair value of the 19% investment in TradeFlow retained by

the Company as at 30 June 2023 is £469,000. Management then applied a discount of 25% to this fair value to

take account of the fact that the Group no longer controls TradeFlow operations. This discount applied is a

management judgement that will continue to be reassessed at each reporting date.

The major classes of assets and liabilities of the TradeFlow operations as at 30 June 2023, immediately prior to the

ﬁnalisation of the TradeFlow Restructuring, are shown below:

	As at
	30 June 2023*
	£ 000
Assets
Intangible assets	5,841
Tangible assets	2
Trade and other receivables	174
Contract assets	119
Cash and cash equivalents	305
Assets of disposal group held for sale	6,441
Liabilities
Trade and other payables	482
Long-term borrowings	3,440
Deferred tax liability	885
Liabilities of disposal group held for sale	4,807
Net assets	1,634

* Represents the assets and liabilities of the TradeFlow operations as at 30 June 2023 immediately prior to the ﬁnalisation of the TradeFlow Restructuring.

150 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

27 Investments

As set out in note 26, the fair value of the 19% investment in the equity instruments of TradeFlow was initially

recorded having regard to the accounting consideration received for the disposal of 81% of the Group’s holding in

TradeFlow as adjusted for an appropriate discount for loss of control. As at 31 December 2024, a fair value adjustment

of £284,000 (31 December 2023: £68,000) was recorded to fully reverse the remaining fair value of the 19%

investment in TradeFlow held on the balance sheet at this date. This reﬂected the lack of regular TradeFlow ﬁnancial

information available to the Group and also the increase in TradeFlow's underlying net liabilities that had been

observed since the TradeFlow Restructuring was completed (2023: based on the movement in TradeFlow's net

liabilities between the date of the TradeFlow Restructuring and 31 December 2023).

28 Related Party Transactions

During the year ended 31 December 2024, the following are treated as related parties:

Alessandro Zamboni

Alessandro Zamboni is the Chief Executive Oﬃcer of the Group and is also the sole director of the AvantGarde Group

S.p.A ("TAG") as well as holding numerous directorships across companies including RegTech Open Project plc. As at 31

December 2024, the Group recorded amounts due to Alessandro Zamboni of £91,000 relating to overdue salary

payments and £3,000 for reimbursement of expenses (31 December 2023: £37,000 relating to overdue salary). The full

£91,000 relating to overdue salary has been settled prior to the publication of these consolidated ﬁnancial statements.

Independent non-executive directors

As at 31 December 2024, the Group recorded amounts due to the current independent non-executive directors of

£64,000 relating to overdue salary payments (31 December 2023: £26,000). The full £64,000 relating to overdue salary

has been settled prior to the publication of these consolidated ﬁnancial statements.

TAG and the Group’s operating subsidiaries

Alessandro Zamboni is the CEO of the Group and is also the sole director of TAG. As at 31 December 2024, TAG held

22.6% of the Company’s total ordinary shares issued in Supply@ ME Capital plc (as at 31 December 2023: 24.0%).

Following the reverse takeover in March 2020, the Group entered into a Master Service Agreement with TAG in respect

of certain shared services to be provided to the Group. During the year ended 31 December 2024, the Group incurred

expenses of £38,000 (2023: £39,000) to TAG in respect of this agreement. Additionally, during the year ended 31

December 2024, the Group incurred costs of £22,000 from TAG (2023: £22,000) in relation to certain ICT services

provided, recognised costs of £4,000 which were paid by TAG on behalf of the Group (2023:£2,400), and had recognised

£81,000 of legal costs which had been paid on behalf of the Group by TAG (2023: £45,000).

In relation to the amounts detailed above, as at 31 December 2024 the following amounts were recognised in the

consolidated statement of ﬁnancial position:

> no amounts were included in trade receivables or trade payables as being owed to or by the Group to TAG

respectively (31 December 2023: £nil);

> an amount of £13,000 (31 December 2023: £58,000) had been accrued as other payables in respect of those costs

that had been incurred or paid on behalf of the Group by TAG for which invoices were still to be received as at 31

December 2024.

TAG and TradeFlow Restructuring

As set out in note 26, on 30 June 2023, TAG assumed the remaining £2,000,000 consideration arising from the TradeFlow

Restructuring, to be receivable by the Group from the Buyers, by way of the Deed of Novation. As outlined in note 14,

this £2,000,000 was repaid by TAG over 2023 and 2024. As at 31 December 2024 this amount had been fully repaid with

£nil outstanding from TAG in relation to this amount (31 December 2023: £772,000 remained outstanding from TAG).

151 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

28 Related Party Transactions

TAG repaid £1,228,000 of this amount during 2023 and the remaining £772,000 throughout 2024. The payments

totalling £772,000 which had been received during the current year were received through a split of £570,000 in cash

(2023: £771,000) and £202,000 by way of oﬀset against amounts owed by the Group companies to TAG (2023:

£36,000). In the prior year there was also an amount of £421,000 that was repaid by way of formal debt novation

agreements with speciﬁc suppliers whereby the debt held by the Group companies was novated to TAG with no

recourse by to the Group companies.

In relation to the Group debt that was novated to TAG in lieu of a cash payment, as at 31 December 2024 the Group

held an amount receivable from TAG on its balance sheet for the value of £45,000 (31 December 2023: £53,000). This

primarily related to withholding tax amounts on certain “proforma” invoices that had been novated, as the supplier

invoice settled by TAG was net of the withholding tax amount and such remains due from TAG to the Group as at 31

December 2024 (31 December 2023: the amount primarily related to VAT amounts on certain “proforma” invoices that

had been novated, as the VAT receivable was yet to be recorded in the Group’s statement of ﬁnancial position. As

such, this amount has been recorded as being receivable from TAG and when the “formal” invoices are issued from

the supplier, this amount will be reclassiﬁed as a VAT receivable).

The Company has been charging a late fee to TAG in terms of overdue payments of this particular receivable balance,

and this late fee is calculated at a compounding rate of 15% per annum on any amounts of the instalments not

transferred to the Company by the relevant due date, in accordance with the contractual arrangements. During the

year ended 31 December 2024, the Group recognised £33,000 of interest revenue (2023: £11,000) in relation to the

late payments by TAG in respect of this particular receivable balance. As at 31 December 2024 an amount of £7,000

remained outstanding (31 December 2023: £11,000). The £37,000 paid by TAG during the current ﬁnancial year in

respect to this late payment interest (2023: £nil) was by way of oﬀset against other invoiced amounts owed by the

Group companies to TAG.

TAG Unsecured Working Facility

On the 28 April 2023, the Company and TAG entered into a ﬁxed term unsecured working capital loan agreement (the

"TAG Unsecured Working Capital Facility"). Under the TAG Unsecured Working Capital Facility, TAG agreed to provide,

subject to customary restrictions, a facility of up to £2,800,000, in tranches up to 31 January 2024, to cover the

Company's interim working capital and growth needs. In conjunction with the TradeFlow Restructuring, which was

completed on 30 June 2023, the £2,000,000 receivable by the Company that was assumed by TAG from the Buyers,

was oﬀset against the current obligations of TAG under TAG Unsecured Working Capital Facility. The amendment to

the TAG Unsecured Working Capital Facility was agreed on 30 June 2023 and this reduced the obligations to the

Company under the TAG Unsecured Working Capital Facility to up to £800,000.

The due date for repayment by the Company of amounts drawn under the TAG Unsecured Working Capital Facility

was originally 1 February 2028. Any sums drawn under the TAG Unsecured Working Capital Facility attracted a

non-compounding interest rate of 10% per annum, and any principal amount (excluding accrued interest) outstanding

on 1 February 2028 will attract a compounding interest rate of 15% per annum thereafter. Interest will be due to be

paid annually on 31 March of each relevant calendar year.

On 30 June 2023, the Company issued a draw down notice to TAG under the amended TAG Unsecured Working

Facility for the full £800,000 available. £250,000 of this amount was received by the Group during 2023, with the

remaining £550,000 being received in 2024.

As at 31 December 2023, £250,000 had been received from TAG in respect of this facility (31 December 2022: £nil).

In respect of these amounts received from TAG, the Group recognised an interest expense of £7,000 (2022: £nil),

which all remained unpaid as at 31 December 2023. Subsequent to TAG satisfying the full amount of £800,000 drawn

down by the Company under the amended TAG Unsecured Working Capital Facility, on 26 March 2024, the Company

and TAG signed a second deed of amendment agreement, which allowed the full outstanding amount of the

amended TAG Unsecured Working Capital Facility to be extinguished by the issue of 1,500,000,000 new ordinary

shares of nominal value £0.00002 each which were issued to TAG on 28 March 2024. These new ordinary shares

issued had a ﬁxed subscription price of 0.053 pence per share.

152 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

28 Related Party Transactions

At the time of settlement an amount of £20,000 in interest was due to TAG in respect of the Working Capital Facility

(31 December 2023: £7,000). This was agreed to be oﬀset against the interest receivable due from TAG in relation to

late payment of Top-Up Shareholder Loan Agreement.

Top-Up Shareholder Loan Agreement

On 28 September 2023, the Company and TAG entered into an English law governed top-up unsecured shareholder

loan agreement (the "Top-Up Shareholder Loan Agreement"), pursuant to which TAG agreed to provide the Company

with a further facility of up to £3,500,000 to cover the Company's working capital and growth needs up to 30 June 2025

(the "Top-Up Facility").

Details of this Top-Up Facility are set out below:

> The Company has the ability to draw down up to £3.5 million in monthly instalments over the period to 30 June

2025. On 30 September 2024, this period was extended from 30 June 2025 to 31 December 2025.

> On a monthly basis the Board will assess (acting in good faith and in its sole and absolute discretion) if the Group's

projected cash balance on the last business day of the coming calendar month will be less than £250,000 following

the Group's scheduled balance of receipts and payments for the next month by reference to, inter alia, the Group's

contracted receivables, revenues and payables due for receipt or payment in the next month, the Group's

contracted ﬁxed operating expenditure and/or capital expenditure due for payment in the next month, the cash

inﬂows in the next month arising from any warrants that have been contractually exercised and any projected

unrestricted cash amounts resulting from any contractually agreed alternative equity, debt or hybrid ﬁnancing

(including, but not limited to, pursuant to a pre-emptive oﬀering of ordinary shares and a non-pre-emptive oﬀering

of ordinary shares) for such month;

> If the above assessment results in the Group's projected cash balance on the last business day of the coming

calendar month being less than £250,000, the Company may draw down an amount under the TAG Top-Up

Shareholder Loan Agreement which is no greater than the GBP amount to ensure that the Group's bank balances

in the coming month shall be equal to £250,000;

> Repayment of any sum drawn down under the TAG Top-Up Shareholder Loan Agreement will be due ﬁve calendar

years (calculated on the basis of a year of 360 days) from the date which funds are received by the Company

subject to the relevant draw down request;

> Any sums drawn down by the Company under the TAG Top-Up Unsecured Shareholder Loan will attract a

non-compounding interest rate of 10% per annum, and any principal amount (excluding accrued interest)

outstanding on a relevant due date shall attract a compounding rate of 15% per annum thereafter. Interest will be

due to be paid annually on 31 March of each relevant calendar year.

As at 31 December 2024, the Group had issued draw down notices to the value of £2,042,000 to TAG, however these

amounts had not yet been received by the Group (31 December 2022: amount drawn down of £969,000). As a result of

the late payment of the amounts drawn down by TAG, the Group recognised an interest revenue of £279,000 (2023:

£11,000), of which £270,000 (2023: £11,000) remained unpaid as at 31 December 2024. The £20,000 paid by TAG during

the current ﬁnancial year in respect to this late payment interest (2023: £nil) was by way of oﬀset against the interest

payable by the Company to TAG that had accrued on the TAG Unsecured Working Capital Facility referred to above.

As detailed in note 14, the full outstanding balance of £270,000 in respect of this late payment interest was impaired as

at 31 December 2024.

TradeFlow Capital Management Pte. Ltd. ("TradeFlow")

On 30 June 2023, TradeFlow entered into a three-year White-Label licence agreement with Supply@ME Technologies

S.r.l., a wholly owned subsidiary of the Group, with respect to use of the Platform, on a non-exclusive basis and limited

to the Asia-Paciﬁc region, for a total consideration of £1,000,000 payable over a three-year period. As at 31 December

2023, no amounts have been billed in respect of this contract, and no revenues have been recognised, as the two

parties have been undergoing discussions regarding the point in time when the access to the Platform will be activated.

153 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

28 Related Party Transactions

During the year ended 31 December 2024, TradeFlow have provided a termination notice to the Supply@ME

Technologies S.r.l. in respect of this contract. The Board carried out a cost / beneﬁt analysis of challenging this notice of

termination, including the likely recoverability of amounts should any challenge be successful in the future. Following

this, the termination notice was accepted and as such no amounts have been billed in respect of this contract, and no

revenues have been recognised in either 2023 or 2024.

SFE Société Financière Européenne SA

Commencing in 2023, the Group has been collaborating with a group of private investors and subject matter experts of

working capital solutions to launch an independent Swiss-based trading business (the the “CH Trading Hub”) which has

replaced the Cayman-based global inventory fund (“GIF”), previously advised by TradeFlow Capital Management Pte.

Ltd. The CH Trading Hub, owned by Société Financière Européenne S.A. (“SFE”), has assumed control of the

independent stock companies from the GIF and will purchase / set up additional stock companies in order to manage

the overall trading businesses using the Platform and the associated services provided by the Group. TAG, along with a

number of other investors, holds a non-controlling interest in SFE. During the years ended 31 December 2024 and

2023, no transactions were directly entered into between the Group and SFE, however it is noted that: ·

> in November 2023, Supply@ME S.r.l. sold two if its 100% owned subsidiaries, Supply@ME Stock Company 2 S.r.l.

and Supply@ME Stock Company 3 S.r.l to SFE for consideration of €1,000 each. Prior to the sale by Supply@ME

Stock Company 2 S.r.l. and Supply@ME Stock Company 3 S.r.l were non trading entities;

> in early January 2024, both the Group and SFE were party to the term sheet that was signed with respect to the

commitment for the ﬁrst White-Label transaction;

> in late April 2024, both the Group and SFE were party to an agreement that was signed with an Italian neo banking

group to launch an Inventory Monetisation programme; and

> SFE now owns the Stock Company that has monetised the inventory from the ﬁrst three IM transactions that have

been facilitated over the Group’s Platform.

29 Controlling party

At 31 December 2024 the Directors do not believe that a controlling party exists.

30 Subsequent events

New funding agreement with Nuburu Inc.

On 18 March 2025, the Company entered into a new US$5,150,000 on-demand convertible funding facility with

Nuburu Inc., an NYSE listed high-tech company of which Alessandro Zamboni, a director of the Company, is

Executive Chairman (“Nuburu”), which was subsequently amended on 10 June 2025 and 29 August 2025 (the

"Nuburu On-Demand Facility"). The agreement of this new funding facility has followed the non-performance of the

£3.5 million shareholder loan agreement the Company entered into with TAG on 28 September 2023.

The key terms of the Nuburu On-Demand Facility are set out below:

> Under the agreement signed on the 18 March 2025, the US$5,150,000 will be received by the Company in line

with the following tranches:

> US$150,000 which was received by the Company as an advance payment on 7 March 2025;

> US$500,000 on or before 31 March 2025;

> US$1,000,000 on or before 30 April 2025;

> US$1,000,000 on or before 31 May 2025;

> US$1,000,000 on or before 30 June 2025;

> US$1,000,000 on or before 31 July 2025; and

> US$500,000 on or before 31 August 2025.

154 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

30 Subsequent events

> Nuburu experienced certain regulatory issues that impacted their ability to make the original initial tranches due on or

before the 31 March 2025, on or before the 30 April 2025, and on or before 31 May 2025, on time and in full. As a

result of the delayed initial tranches referred to above, the Nuburu funding agreement was amended ﬁrstly on 10 June

2025, and secondly on 29 August 2025, to agree new payment schedules that aligned with the actions being taken by

Nuburu to raise capital to allow it to complete its strategic investments and meet its commitment to the Company

under the Nuburu On-Demand Facility. As at the date of publication of these consolidated ﬁnancial statements for the

year ended 31 December 2024, Nuburu had paid amounts totalling USD$2,952,000 to the Company.

> Under the amended Nuburu On-Demand Facility dated 29 August 2025 the remaining amounts of USD$2,198,000

was committed to be paid to the Company on or before 31 October 2025.

> If Nuburu announces the receipt of up to US$3,000,000 of funding from SFE Equity Investments S.A.R.L. ("SFE EI"),

such amounts will be advanced to the Company against any of the above tranches which have not been paid at

the date of such receipt, accelerating the payment schedule set out above. Alternatively, if Nuburu announces the

receipt of equity or debt funding from a party other than SFE EI, 30% of such amounts will be advanced to the

Company against any outstanding tranches, up to a maximum of US$3,000,000 (also taking into account any other

amounts advanced from funding Nuburu may have received from SFE EI), which have not yet been paid,

accelerating the payment schedule set out above.

> If, following an accelerated advance of US$3,000,000 referred to in the point above, Nuburu announces the receipt

of equity or debt funding (whether from SFE EI or any other equity or debt provider), 10% of such amounts will be

advanced to the Company up to a maximum amount equal to the value of the remaining outstanding tranches at

that time.

> The repayment of the Nuburu On-Demand Facility is, subject to the receipt of certain Approvals (as deﬁned below),

expected to be via on demand conversion(s) into ordinary shares of the Company at the request of Nuburu at a

ﬁxed conversion rate of £0.00003 per ordinary share to be issued.

> At the time point of any conversion of the Nuburu On-Demand Facility, Nuburu, will receive warrants over the

ordinary shares of the Company at a ratio of 1 warrant for every 2 ordinary shares issued to Nuburu as a result of

each conversion.

> The warrants have an exercise price of £0.000039, however Nuburu can elect to exercise the warrants on a

cashless basis.

> In order for the Company to be able to issue the new ordinary shares that will be required under the Nuburu

On-Demand Facility, a number of approvals will be required from the shareholders of the Company, the Financial

Conduct Authority (the "FCA") and The Panel on Takeovers and Mergers (together, the "Approvals").

> Under the Nuburu On-Demand Facility, if the Approvals are not obtained by the Company by 30 June 2026,

Nuburu can demand repayment in cash and the Company is required to provide security over intellectual property

rights and receivables related to its Italian subsidiary entities in favour of Nuburu.

> Interest will accrue daily at the federal funds rate set by the Federal Open Market Committee of the US Federal

Reserve from time to time plus 10%. Any interest accrued but outstanding at the date of any conversion notice

issued by Nuburu will be added to the amount notiﬁed in the conversion notice.

> Following the obtaining of the Approvals, the Company can choose to pre-pay part or all of the outstanding

amount of the Nuburu On-Demand Facility on that date.

155 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

30 Subsequent events

In addition to the Nuburu On-Demand Facility, on 18 March 2025 the Company has also entered into a heads of terms

agreement with Nuburu (the "Heads of Terms") whereby the following actions are legally binding by the Company:

> The Company has agreed to release TAG from its obligations under the Top-Up Shareholder Loan Agreement once

Nuburu has provided the full US$5,150,000 of funding to the Company under the Nuburu On-Demand Facility. The

release of these obligations includes the Company’s right to receive any amounts drawn down and any late

payment interest amounts, arising as a result of the non-performance by TAG under the Top-Up Shareholder Loan

Agreement;

> For a period from the date of receipt by the Company of the total amount of US$5,150,000 funding until the date

falling six months following the full repayment of the Nuburu On-Demand Facility, the Company has agreed that:

> Alessandro Zamboni will remain as Chief Executive Oﬃcer of the Company, a director of the Company’s Italian

subsidiaries or in another such role as the Company and Nuburu may agree; and

> TAG, or another entity designated by Alessandro Zamboni and approved by the Company, will continue to

provide certain corporate support activities to the Company on the terms in force at the date of the Heads of

Terms. These terms may be subject to review and approval by the Company as to the continuing supply of

these services being in the best interests of the Company and the supply of those services being in line with

the agreed contractual terms.

156 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Company Statement of Financial Position

as at 31 December 2024

Non-current assets

Property, plant and equipment

Investments

Other non-current assets

Total non-current assets

Current assets

Trade and other receivables

Cash and cash equivalents

Receivable from related party

Total current assets

Total assets

Current liabilities

Trade and other payables

Total current liabilities

Non-current liabilities

Long-term borrowings

Total non-current liabilities

Total liabilities

Net (liabilities)

Equity attributable to owners of the parent

Share capital

Share premium

Share-based payment reserve

Retained losses

Total equity

Note

As at

31 December 2024

£ 000

100

109

1,448

(1,339)

6,199

27,347

8,032

(42,917)

(1,339)

As at

31 December 2023

£ 000

293

314

132

772

907

1,221

1,507

250

1,757

(536)

5,989

25,396

7,969

(39,890)

(536)

A separate income statement for the parent company has not been presented, as permitted by section 408 of the

Companies Act 2006. The Company’s loss for the year was £3,027,000 (2023: loss for the year of £5,044,000).

The notes on pages 158 to 171 form an integral part of these ﬁnancial statements.

The Company ﬁnancials on pages 156 to 171 were approved and authorised for issue by the Board on 12 October

2025 and signed on its behalf by:

Alessandro Zamboni

Chief Executive Oﬃcer and Executive Director

David Bull

Independent Non-Executive Director and Chair of Audit Committee

Supply@ME Capital plc, Company registration number: 03936915

157 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Company Statement of Changes in Equity

for the Year Ended 31 December 2023

At 1 January 2023

Loss for the year

Issuance of new ordinary shares

Costs incurred in connection with the

issuance of new ordinary shares

Credit to equity for issue of warrants

Exercise of Open Oﬀer warrants

Increase in fair value of previously

issued warrants

Equity settled employee share-based

payment schemes

At 31 December 2023

Notes

Share capital

£ 000

5,897

5,989

Share premium

£ 000

25,269

2,160

(1,971)

(132)

25,396

Share-based

payment

reserve

£ 000

5,871

1,717

(95)

346

130

7,969

Retained

losses

£ 000

(34,727)

(5,044)

(39,771)

(214)

(39,890)

Total

£ 000

2,310

(5,044)

(2,734)

2,250

(1,971)

1,717

130

(536)

for the Year Ended 31 December 2024

At 1 January 2024

Loss for the year

Issuance of new ordinary shares

Costs incurred in connection with the

issuance of new ordinary shares

Credit to equity for issue of warrants

Equity settled employee share-based

payment schemes

At 31 December 2024

Notes

Share capital

£ 000

5,989

210

6,199

Share premium

£ 000

25,396

2,143

(192)

27,347

Share-based

payment

reserve

£ 000

7,969

8,032

Retained

losses

£ 000

(39,890)

(3,027)

(42,917)

Total

£ 000

(536)

(3,027)

(3,563)

2,353

(192)

(1,339)

The notes on pages 158 to 171 form an integral part of these ﬁnancial statements.

158 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2024

1 General information

Supply@ME Capital plc (the "Company") is a public

limited company incorporated in England and Wales.

The address of its registered oﬃce 27/28 Eastcastle

Street, London, W1W 8DH, United Kingdom. Supply@ME

Capital's ordinary shares are admitted to listing on the

standard segment of the Oﬃcial List of the Financial

Conduct Authority and to trading on the main market

for listed securities of the London Stock Exchange.

These ﬁnancial statements are the separate ﬁnancial

statements for the Company and have been prepared

in compliance with Financial Reporting Standard 102,

the Financial Reporting Standard applicated in the

United Kingdom and the Republic of Ireland (“FRS 102”)

and the Companies Act 2006.

The Company’s ﬁnancial statements are presented

in Pounds Sterling, the Company’s functional and

presentation currency, and all values are rounded

to the nearest thousand pounds (£’000) except when

otherwise stated.

These ﬁnancial statements have been prepared under

the historical cost convention, modiﬁed to include

certain ﬁnancial instruments at fair value. The principal

accounting policies are set out below, which have been

consistently applied to all the years presented.

As permitted by FRS 102 section 1.12, the Company has

taken advantage of the disclosure exemptions available

under that standard in relation to:

> Section 7 “Statement of Cash Flows”: Presentation

of a statement of cash ﬂow and related notes and

disclosures;

> Section 11 “Basic Financial Instruments” and Section

12 “Other Financial Instrument Issues”: Carrying

amounts, interest income/expense and net

gains/losses for each category of ﬁnancial

instrument; basis of determining fair values; details

of collateral, loan defaults or breaches;

> Section 26 “Share-based Payment”: Share-based

payment expense charged to income statement,

reconciliation of opening and closing number and

weighted average exercise price of share options,

how the fair value of options granted was

measured, measurement and carrying amount

of liabilities for cash-settled share-based payments,

explanation of modiﬁcations to arrangements;

> Section 33 “Related Party Disclosures”:

Compensation for key management personnel.

The parent company meets the deﬁnition of a qualifying

entity under FRS 102. Where required, equivalent

disclosures are given in the consolidated ﬁnancial

statements of Supply@ME Capital plc and its

subsidiaries (the “Group”).

Supply@ME Capital plc is the parent company of the

Group and its results are included in the consolidated

ﬁnancial statements on pages 98 to 155.

2 Accounting policies

Going Concern

These ﬁnancial statements have been prepared on

a going concern basis. The Directors have assessed the

Company’s ability to continue in operational existence

for the foreseeable future. During this assessment, the

Directors identiﬁed that the going concern assessment

of the Company is directly linked to the going concern

assessment of the Group.

The full going concern assessment of the Group, being

the Company and its subsidiaries, has been set out

in note 2 to the Group’s consolidated ﬁnancial

statements for the year ended 31 December 2024.

In particular, the going concern assessment of the

Group identiﬁed material uncertainties which may cast

signiﬁcant doubt on the Group’s ability to continue

as a going concern. These material uncertainties related

to the timing and future growth rates of cash ﬂows

from revenue generation, the timing of cash ﬂows due

to the Group under contractual funding arrangement

in place with Nuburu Inc. (“Nuburu”), and the ability

of the Company to gain the regulatory and shareholder

approvals required in order to be able to repay Nuburu

via the issues of new ordinary shares rather than via

cash. Despite these factors being identiﬁed, the

Directors do however remain conﬁdent in the business

model and believe the Group could be managed in

a way to allow it to meet its ongoing commitments and

obligations through mitigating actions including cost

saving measures and securing alternative sources of

funding should this be required.

As such, the Directors consider it appropriate to

continue to prepare these ﬁnancial statements on

a going concern basis and have not included the

adjustments that would result if the Company and

Group were unable to continue as a going concern.

Investments in subsidiaries

Subsidiaries are all entities over which the Company has

control. The Company controls an entity when the

Company is exposed to, or has rights to, variable returns

159 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2024

2 Accounting policies

from its involvement with the entity and has the ability

to aﬀect those returns through its power over the entity.

Unless otherwise stated, the investments in subsidiary

undertakings are stated at cost, including the costs

associated with the acquisitions, if applicable.

The carrying value of the acquisition of Supply@ME S.r.l

during the ﬁnancial year ended 31 December 2020 as

shown in the accounts of the Company, has been

determined by applying the sections 610, 612 and 615

of the Companies Act 2006 as they relate to merger

relief. These sections of the Companies Act 2006 are

applicable to corporate investments where more than

90% of the acquired entity is represented by a share

for share exchange, as occurred with the acquisition

of Supply@ME S.r.l. In this instance FRS 102 allows the

investment to be carried in the Company’s balance

sheet at the nominal value of the shares issued,

ignoring any associated share premium.

The carrying value of investments referred to above

is then adjusted by any provision for impairment in

the value. Where events or changes in circumstances

indicate that the carrying value of an investment may

not be recoverable, an impairment review is carried out.

An impairment write down is recognised to the extent

that the carrying value of the investment exceeds the

higher of fair value less costs to sell and value in use.

Any subsidiary undertakings sold or acquired during the

year are included up to, or from, the date of acquisition

or the date of the change of control. Any proﬁt or loss

on disposal of shares in a subsidiary entity are

recognised in the income statement. When control of

the subsidiary is lost, and no signiﬁcant inﬂuence exists,

any remaining equity holdings will be recognised as an

investment on the balance sheet and accounted for in

line with the other investments accounting policy.

The amounts due to and from subsidiaries are

unsecured, interest free and repayable on demand.

The carrying amounts of such payables or receivables

are considered to be the same as their fair values due

to their short-term nature.

Other investments

The Company measures its investments in equity

instruments, where no signiﬁcant inﬂuence or control

exists, at fair value with any changes recognised

through the income statement.

Financial assets

Classiﬁcation

Financial assets currently comprise trade and other

receivables, receivables from related parties, and cash

and cash equivalents.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and

other short-term highly liquid investments that are

readily convertible to a known amount of cash and

are subject to an insigniﬁcant risk of change in value.

Impairment of ﬁnancial assets

Financial assets, other than those held at fair value

through the income statement, are assessed for

indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective

evidence that, as a result of one or more events that

occurred after the initial recognition of the ﬁnancial

asset, the estimated future cash ﬂows have been

aﬀected. If an asset is impaired, the impairment loss

is the diﬀerence between the carrying amount and the

present value of the estimated cash ﬂows discounted

at the asset’s original eﬀective interest rate.

The impairment loss is recognised in the income

statement. If there is a decrease in the impairment loss

arising from an event occurring after the impairment

was recognised, the impairment is reversed. The

reversal is such that the current carrying amount does

not exceed what the carrying amount would have been,

had the impairment not previously been recognised.

The impairment reversal is recognised in income

statement.

Derecognition of ﬁnancial assets

Financial assets are derecognised only when the

contractual rights to the cash ﬂows from the asset

expire or are settled, or when the Company transfers

the ﬁnancial asset and substantially all the risks and

rewards of ownership to another entity, or if some

signiﬁcant risks and rewards of ownership are retained

but control of the asset has transferred to another party

that is able to sell the asset in its entirety to an unrelated

third party.

Financial liabilities

Classiﬁcation

Financial liabilities comprise trade and other payables

and long-term borrowings, which can from time to time

include loan notes and convertible loan notes.

160 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2024

2 Accounting policies

Recognition and measurement

Trade and other payables

Trade and other payables are initially recognised at fair

value less transaction costs and thereafter carried at

amortised cost.

Long-term borrowings

Interest bearing long-term borrowings are initially

recorded at the proceeds received, net of direct issue

costs (including commitment fees, introducer fees and

the fair value of any warrants issued to satisfy issue

costs). Finance charges, including direct issue costs,

are accounted for on an amortised cost basis to the

Company’s income statement using the eﬀective

interest method and are added to the carrying amount

of the instrument to the extent that they are not settled

in the period in which they arise. The carrying value of

the instrument is adjusted for any principle repayments

made in the relevant period.

Derecognition of ﬁnancial liabilities

Financial liabilities are derecognised when the

Company’s contractual obligations expire or are

discharged or cancelled.

Provisions

Provisions are recognised when the Company has

a present legal or constructive obligation as a result

of a past event, it is probable that the Company will

be required to settle the obligation and the amount

can be reliably estimated.

Share-based payments

Equity-settled share-based payments relate to the

warrants issued in connection with the cost of issuing

new equity or debt in the relevant period, and employee

share schemes.

Share warrants

Certain equity-settled share-based payments relate

to the warrants issued in connection with the cost

of issuing new equity or debt, either in the current or

prior periods. Equity-settled share-based payments are

measured at the fair value of the equity instruments

at the grant date. The fair value excludes the eﬀect of

non-market-based vesting conditions. Details regarding

the determination of the fair value of equity-settled

share-based transactions are set out in note 9 to

these ﬁnancial statements and note 24 to the Group’s

consolidated ﬁnancial statements for the year ended

31 December 2024.

The fair value determined at the grant date of the

equity-settled share-based payments relating to the

warrants issued in connection with the debt

instruments are netted oﬀ against the fair value of the

underlying instrument to which they relate. The fair

value is then expensed together with the other related

ﬁnance costs on an amortised cost basis to the Group’s

statement of comprehensive income using the eﬀective

interest rate method.

If there are any subsequent modiﬁcations made

to any of the terms of equity-settled share-based

payments relating to the warrants issued by the

Company, the change in fair value is calculated as

the diﬀerence between the fair value of the modiﬁed

equity-settled share-based payment and that of the

original equity-shared share-based payment.

This calculation relates to any warrants that are still

outstanding and have not been converted into

ordinary shares at the time of the modiﬁcation.

The change in the fair value is then accounted

on a consistent basis to the initial fair value.

In respect of the above share-based payments, the

fair value is not revised at subsequent reporting dates,

however, the fair value is released from the share-based

payment reserve at the point in time that any of the

warrants are exercised by the third party holder.

Employee share schemes

Grants made to certain employees of the Company will

result in a charge recognised in the Company’s income

statement. Such grants will be measured at fair value at

the date of grant and will be expensed on a straight-line

basis over the vesting period, based on the Company’s

estimate of the shares that will eventually vest.

Non-market vesting assumptions are reviewed during

each period to ensure they reﬂect current expectations.

Grants made to subsidiary employees will not result

in a charge to the Company’s income statement as any

charges for share-based payments are recognised in

the cost of investment in the relevant subsidiary.

Full details of the Group’s share-based payments refer

to note 24 to the Group’s consolidated ﬁnancial

statements for the year ended 31 December 2024.

Equity

"Share capital" represents the nominal value of equity

shares issued.

"Share premium" represents the excess over nominal

value of the fair value of consideration received for

161 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2024

2 Accounting policies

equity shares net of costs associated with the share

issue.

“Share-based payment reserve” represents the

adjustments to equity in respect of the fair value of

outstanding share-based payments including warrants

issued in connection with the cost of issuing new equity

or debt instruments during the relevant period and

employee share schemes.

“Retained losses” represents retained losses of the

Company.

The fair value determined at the grant date of the

equity-settled share-based payments relating to the

warrants issued in connection with the issue of equity

are netted oﬀ against the amount of share premium

that is recognised in respect of the share issue to which

they directly relate. Any amounts in excess of the share

premium recognised, are netted oﬀ against retained

losses.

Foreign currency transactions

Foreign currency transactions are translated into the

functional currency using the average exchange rates in

the month. Foreign exchange gains and losses resulting

from the settlement of such transactions, and from the

translation at the reporting period end exchange rates

of monetary assets and liabilities denominated in

foreign currencies, are recognised in the income

statement.

Critical judgements and signiﬁcant

accounting estimates

In determining and applying accounting policies,

judgement is often required in respect of items where

the choice of speciﬁc policy, accounting estimate or

assumption to be followed could materially aﬀect the

reported results or net asset position of the Company

should it later be determined that a diﬀerent choice

would be more appropriate. The Company believes the

most signiﬁcant areas where judgement and estimates

have been applied in the preparation of these ﬁnancial

statements are as follows:

Judgements

Impairment or fair value adjustments

At the end of the accounting period the Company

assesses if there are any indicators of impairment

or fair value adjustments required with respect to its

investments in subsidiaries, its other investments or its

receivable balances. The carrying value is determined by

the use of a discounted cash ﬂow model of future free

cash ﬂows which involves estimates to be made by the

Directors around future cash forecasts, discount rates

etc.

Estimates

Valuation of share warrants issued

During the current ﬁnancial year, the Company issued

new share warrants in connection with the equity

subscription completed in May 2024. As these share

warrants were issued as a cost of securing new equity

investment into the Company they have been classiﬁed

as a share-based payments. As such the Directors

were required to determine the fair value of the

equity-settled share-based payments at the date on

which they were granted. Judgement was required in

determining the most appropriate inputs into the

valuation models (Black Scholes) used and the key

judgemental input was the expected volatility rate

of the Company’s share price over the relevant period

and the assumption applied in the model was 82.5%

which based the actual volatility of the Company’s share

price from the date of the reverse takeover (being

March 2020) to the date at which the relevant valuation

model was run.

As outlined above, the share warrants issued during the

current ﬁnancial year were issued in connection with

new equity funding and as such the fair value cost has

been recognised as a debit to equity on the statement

of ﬁnancial position. If the expected volatility rate was

adjusted by plus 10%, then the impact on the fair value

recognised as the initial debit to equity in the current

year would have been approximately plus £4,000. If the

expected volatility rate was adjusted by minus 10%,

then the impact on the fair value recognised as the

initial debit to equity in the current year would have

been approximately minus £4,000.

162 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2024

3 Investment

Details of undertakings

Details of the investments in which the Company holds 20% or more of the nominal value of any class of share

capital as at 31 December 2024 are as follows:

Subsidiary undertakings

Supply@ME S.r.l.

Supply@ME

Technologies S.r.l

Supply@ME Limited

Country of

incorporation

Italy

England

and Wales

Registered address

Via Giosuè Carducci

36, 20123, Milano,

Italy

27/28 Eastcastle

Street,

W1W 8DH, UK

Holding

Legal capital

Ordinary

Proportion of voting

rights and shares held

2024

100%

Proportion of voting

rights and shares held

2023

100%

Supply@ME S.r.l. is the Company's operating subsidiary in Italy currently engaged in Inventory Monetisation

activities. Supply@ME Technologies S.r.l. is the Company’s operating subsidiary in Italy which holds the Group's

intellectual property rights relating to the Inventory Monetisation Platform.

In addition to the subsidiaries listed above, the Company holds a 19% shareholding in TradeFlow Capital

Management Pte. Ltd (“TradeFlow”).

Investments

As at 1 January 2023

Increase in investment of Supply@ME S.r.l and Supply@ME Technologies S.r.l due

to waiver of intercompany debt

Transfer of prior year intercompany debt impairment charge to Investments

Accounting fair value of 100% investment in TradeFlow

Accounting fair value of 19% investment in TradeFlow retained by the Company

Fair value adjustment of investment in TradeFlow

As at 31 December 2023

As at 1 January 2024

Increase in investment of Supply@ME S.r.l and Supply@ME Technologies S.r.l due

to waiver of intercompany debt

Transfer of prior year intercompany debt impairment charge to Investments

Fair value adjustment of investment in TradeFlow

As at 31 December 2024

£000

2,478

1,166

(1,166)

(2,469)

352

(68)

293

1,263

(1,263)

(284)

163 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2024

3 Investment

Investment in Supply@ME S.r.l

On 23 March 2020, the Company issued 32,322,246,220 ordinary shares to acquire the whole of the share capital of

Supply@ME S.r.l. These shares had a nominal value of £0.00002 per share and an issue price of £0.006945 per share.

As outlined in note 2 above the value of the acquisition of Supply@ME S.r.l. has been determined by applying the

sections 610, 612 and 615 of the Companies Act 2006 as they relate to merger relief. These sections of the

Companies Act 2006 are applicable to corporate investments where more than 90% of the acquired entity is

represented by a share for share exchange, as occurred with the acquisition of Supply@ME S.r.l. In this instance FRS

102 permits the investment to be carried in the Company’s balance sheet at the nominal value of the shares issued,

ignoring any associated share premium.

During the current ﬁnancial year, an agreement was signed between the Company and Supply@ME S.r.l. stating that

the Company would unconditionally waive repayment of the intercompany debt due from Supply@ME S.r.l. to the

amount of €1,200,000 (£1,014,000) (2023: €1,000,000 / £883,000). The waiving of this debt resulted in an increase in

the value of the investment in Supply@ME S.r.l. As at 31 December 2023, the Directors had fully impaired the carrying

value of the full amount owed by Supply@ME S.r.l. to the Company. As a result of the intercompany debt wavier

being agreed post 31 December 2023, an amount of £1,014,000 was transferred from the provision for impairment

of the receivable from Supply@ME S.r.l., to the provision for impairment of the investment in Supply@ME S.r.l. No

amounts were recorded in the income statement in the current ﬁnancial year as a result of this transfer.

Investment in Supply@ME Technologies S.r.l

During the current ﬁnancial year, an agreement was signed between the Company and Supply@ME Technologies

S.r.l. stating that the Company would unconditionally waive repayment of the intercompany debt due from

Supply@ME Technologies S.r.l to the amount of €295,000 (£249,000) (2023: €320,000 / £283,000). The waiving of this

debt resulted in an increase in the value of the investment in Supply@ME Technologies S.r.l. As at 31 December 2023,

the Directors had fully impaired the carrying value of the full amount owed by Supply@ME Technologies S.r.l. to the

Company. As a result of the intercompany debt wavier being agreed post 31 December 2023, an amount of £249,000

was transferred from the provision for impairment of the receivable from Supply@ME Technologies S.r.l., to the

provision for impairment of the investment in Supply@ME Technologies S.r.l. No amounts were recorded in the

income statement in the current ﬁnancial year as a result of this transfer.

Impairment assessment relating to investment in Supply@ME S.r.l and Supply@ME Technologies S.r.l

As at 31 December 2023, the Directors impaired the full carrying amount of the investment in Supply@ME S.r.l.

As set out above, the increase to the value of the investment in Supply@ME S.r.l. and Supply@ME Technologies S.r.l

added during the current year as a result of the intercompany debt waviers, had also been fully impaired by the

Directors in the prior year. As such the value of the investment in Supply@ME S.r.l as at 31 December 2024 was £nil

(31 December 2023: £nil) and the value of the investment in Supply@ME Technologies S.r.l as at 31 December 2024

was £9,000 (31 December 2023: £9,000).

During the preparation of these current year ﬁnancial statements for the Company, the Directors considered if there

were indicators that the previously recognised impairment on the investment in Supply@ME S.r.l. or Supply@ME

Technologies S.r.l could be reversed. Given the following factors, the Directors concluded this was not currently the

case:

> Supply@ME S.r.l and Supply@ME Technologies S.r.l both continued to record losses in the current year;

> the continued absence of a historical recurring track record relating to Inventory Monetisation transactions being

facilitated by the Group;

> the inability to fully establish recurring generation of the full range of fees from the use of its Platform; and

> the Group being cash ﬂow negative.

The impairment losses recognised in the current and prior ﬁnancial years may subsequently be reversed in future

ﬁnancial periods, and if so, the carrying amount of the investment will be increased to the revised estimate of its

recoverable amount. The increased carrying amount should not exceed the carrying amount that would have been

determined had no impairment loss been recognised for the investment in prior years.

164 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2024

3 Investment

Investment in TradeFlow

On 1 July 2021 the Company acquired the entire share capital of TradeFlow by way of cash and share consideration

(the “Acquisition”), at which point TradeFlow became a fully owned subsidiary of the Company and formed part of

the Group’s consolidated ﬁnancial performance and position from this point. Consistent with the approach used

in respect of the investment in Supply@ME S.r.l, the value of the acquisition in TradeFlow was determined by applying

the sections 610, 612 and 615 of the Companies Act 2006 as they relate to merger relief. As such, the investment

in TradeFlow was carried in the Company’s balance sheet at the nominal value of the shares issued, ignoring any

associated share premium. Subsequent to the Acquisition, the Company recognised an increase or decrease in the

carrying amount of the TradeFlow investment in connection with acquisition related earn-out payments.

On 30 June 2023 the Company announced that had entered into binding agreements to restructure its investment

in TradeFlow via the sale of 81% of the issued share capital in TradeFlow (the “TradeFlow Restructuring”). This reduced

the Company’s ownership in TradeFlow from 100% to 19%. At this point, TradeFlow was no longer a subsidiary of the

Group and its results were no longer consolidated. The agreements governing the TradeFlow Restructuring required

a cash amount of £2,000,000 to be payable to the Company, which gave an estimated accounting fair value of 100%

of the TradeFlow operations of £2,469,000, and a fair value of the 19% investment in TradeFlow retained by the

Company as at 30 June 2023 of £469,000. Management then applied a discount of 25% to this fair value to take

account of the fact that the Group no longer controls TradeFlow operations. This resulted in an accounting fair value

for the 19% investment in TradeFlow retained by the Company of £352,000. This discount applied is a management

judgement that will continue to be reassessed, together with the fair value of the 19% investment held on the balance

sheet, at each reporting date.

As at 31 December 2024, a fair value adjustment of £284,000 (31 December 2023: £68,000) was recorded to fully

reverse the remaining fair value of the 19% investment in TradeFlow held on the balance sheet at this date.

This reﬂected the lack of regular TradeFlow ﬁnancial information available to the Group and also the increase in

TradeFlow's underlying net liabilities that had been observed since the TradeFlow Restructuring was completed

(2023: based on the movement in TradeFlow's net liabilities between the date of the TradeFlow Restructuring and

31 December 2023).

A reconciliation of the Investment in TradeFlow is set out below:

Investment in TradeFlow

As at 1 January 2023

Accounting fair value of 100% investment in TradeFlow

Accounting fair value of 19% investment in TradeFlow retained by the Company

Fair value adjustment of investment in TradeFlow

As at 31 December 2023

As at 1 January 2024

Fair value adjustment of investment in TradeFlow

As at 31 December 2024

£000

2,469

(2,469)

352

(68)

284

(284)

165 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2024

4 Trade and other receivables

Prepayments

Interest receivable from related party

Other receivables

Amounts due from Group companies

Total trade and other receivables

As at

31 December 2024

£ 000

As at

31 December 2023

£ 000

132

Impairment of amounts due from Group companies

During the preparation of the Company’s ﬁnancial statements for the year ended 31 December 2024, the Directors

reviewed the carrying value of amounts due from Group companies for indicators of impairment and/or if there

were indicators that the previously recognised impairment loss on the carrying value of amounts due from Group

companies could be reversed. In order to follow a consistent approach used to determine the impairment of the

Company’s investment in Supply@ME S.r.l and Supply@ME Technologies S.r.l due to the factors set out in note 3, the

Directors reached the conclusion to impair the full carrying value of the speciﬁc receivable balance due from both the

Company’s Italian subsidiaries as at the 31 December 2024.

Prior to this review, the Company held a total combined amount due from Supply@ME S.r.l and Supply@ME

Technologies of £2,135,000 (31 December 2023: £2,378,000). An impairment charge in respect of the amounts

due from Group companies of £1,020,000 has been recognised in the Company’s income statement for the current

ﬁnancial year (2023: £1,955,000). The impairment charge for the year ended 31 December 2024 reﬂects the increase

in the combined amounts largely as a result of the Company continuing to fund the operations of the Italian

subsidiary entities.

Interest receivable from related party

The balance of £7,000 in the table above represents the interest that is receivable from the AvantGarde Group S.p.A

(“TAG”), the Group’s majority shareholder, as at 31 December 2024 relating to the late payments to the Company

under the Debt Novation Deed dated 30 June 2023 which was subsequently amended on 28 September 2023 (the

“Debt Novation Deed”), the purpose of which was to novate the amounts due to the Company as a result of the

TradeFlow Restructuring to TAG from the buyers of the 81% holding in TradeFlow. This balance has been paid by TAG

subsequent to 31 December 2024 through the oﬀset against invoiced amounts owed by the Group companies to TAG.

In addition to the balance of £7,000 described above, the Company had also recognised interest receivable of

£270,000 from TAG as at 31 December 2024 relating to the late payments to the Company under the TAG top-up

unsecured shareholder loan agreement dated 28 September 2023 which was subsequently amended on 30

September 2024 (the “Top-Up Shareholder Loan Agreement”). Given the latest information that the Board has

regarding the ﬁnancial position of TAG, as at 31 December 2024 this interest receivable balance of £270,000 relating to

late payments under the Top-Up Shareholder Loan Agreement was fully impaired. The latest information regarding

the ﬁnancial position of TAG included:

> the auditors of TAG disagreeing with going concern assumption that had been used in the preparation of the

TAG’s latest ﬁnancial statements for the year ended 31 December 2023;

> as a consequence of the above point, TAG elected to apply for a restructuring procedure as is allowable under

Italian company law; and

> following on from this, on 7 August 2025 TAG entered into a formal liquidation process under Italian insolvency

law. The Company understands that TAG is currently attempting to halt the liquidation process and return to the

restructuring procedure referred to above.

166 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2024

4 Trade and other receivables

Both these interest amounts have been calculated at a compounding rate of 15% per annum on the overdue

amounts. Details of both these agreements can be found in note 28 to the Group’s consolidated ﬁnancial statements

for the year ended 31 December 2024.

During the current ﬁnancial year, TAG paid £57,000 of late payment interest (2023: £nil) through £20,000 which was

oﬀset against interest payable by the Company to TAG that had accrued on the working capital facility referred to in

note 8 below, and £37,000 by way of oﬀset against other invoiced amounts owed by the Group companies to TAG.

Other receivables

The other receivables balance as at 31 December 2024 represents a Research and Development Tax Credit claimed

by the Company under the UK SME tax credit scheme. This tax credit related to the ﬁnancial year ended 31 December

2023 and the related claim was submitted and ﬁnalised in the year ended 31 December 2024, with the cash being

received post the year end. The prior year other receivables balances did not include a comparative Research and

Development Tax Credit as the tax credit for the ﬁnancial year ended 2022 was also submitted and ﬁnalised during

2024, with the cash being received during the second half of 2024. Instead the prior year other receivables balance

included a combination of balances due to the Company from third parties, all of which were settled during 2024.

5 Receivable from related party

Receivable from related party

Total receivable from related party

As at

31 December 2024

£ 000

As at

31 December 2023

£ 000

772

This balance represents the amount receivable from TAG under the Debt Novation Deed which created the obligation

for TAG to settle the £2,000,000 cash payment that was due from the buyers to the Company, as a result of the sale

of the 81% majority stake in TradeFlow.

As at 31 December 2024, the £2,000,000 had been fully repaid by TAG to the Company. The payments totalling

£772,000 which had been received during the current year were received through a split of £570,000 in cash (2023:

£771,000) and £202,000 by way of oﬀset against amounts owed by the Group companies to TAG (2023: £36,000). In

the prior year there was also an amount of £421,000 that was repaid by way of formal debt novation agreements

with speciﬁc suppliers whereby the debt held by the Group companies was novated to TAG with no recourse to the

Group companies.

As outlined in note 4 above, the Company charged a late fee to TAG which has been calculated at a compounding

rate of 15% per annum on any of the instalment amounts not transferred to the Company by the relevant due date

set out in the Debt Novation Deed.

167 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2024

6 Share capital

Allotted, called up and fully paid shares

Equity

Ordinary shares of £0.00002 each

Deferred shares of £0.04000 each

2018 Deferred shares of £0.01000 each

Total

As at

31 December 2024

No. 000

71,732,151

63,084

224,194

72,019,429

As at

31 December 2024

£ 000

1,434

2,523

2,242

6,199

As at

31 December 2023

No. 000

61,232,096

63,084

224,194

61,519,374

As at

31 December 2023

£ 000

1,224

2,523

2,242

5,989

Reconciliation of allotted, called up and full paid

Ordinary shares as at 1 January

New ordinary shares issued to TAG

in connection with the settlement

of the TAG Working Capital Facility

New ordinary shares issued in connection

with the New Equity Subscription

Agreement dated 14 May 2024

New ordinary shares issued to fulﬁl the

conversion of Open Oﬀer warrants

New ordinary shares issued to Venus

Capital S.A. in connection with 2023

Venus Subscription

Total at 31 December

2024

No. 000

61,519,374

1,500,000

9,000,000

72,019,429

2024

£ 000

5,989

180

6,199

2023

No. 000

56,908,846

110,528

4,500,000

61,519,374

2023

£ 000

5,897

5,989

New shares allotted during the current ﬁnancial year ended 31 December 2024

New ordinary shares issued to TAG in connection with the settlement of the TAG Unsecured Working Capital

Facility

On the 28 April 2023, the Company and TAG, the Group’s majority shareholder, initially entered into a ﬁxed term

unsecured working capital loan agreement, which was then amended on 30 June 2023 (the “TAG Unsecured Working

Capital Facility”). Subsequent to TAG satisfying the full amount of £800,000 drawn down by the Company under the

TAG Unsecured Working Capital Facility, the Company and TAG signed a second deed of amendment agreement

dated 26 March 2024, which allowed the full outstanding amount of the amended TAG Unsecured Working Capital

Facility to be extinguished by the issue of 1,500,000,000 new ordinary shares of nominal value £0.00002 each, which

were issued to TAG on 28 March 2024. These new ordinary shares issued had a ﬁxed subscription price of 0.053

pence per share.

168 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2024

6 Share capital

New ordinary shares issued in connection with New Equity Subscription Agreement

On 14 May 2024, the Company entered into a new equity subscription agreement with a UK investment ﬁrm,

pursuant to which the UK investment ﬁrm committed to subscribe for 9,000,000,000 new ordinary shares of nominal

value £0.00002 each (the “Subscription Shares”), on behalf of its private clients, at 0.01725 pence per Subscription

Share (the “New Equity Subscription Agreement”). The issue of the Subscription Shares was made for gross proceeds

of £1,552,500 (or £1,428,300 net of an 8% commission charged). These Subscription Shares were admitted to

standard segment of the Oﬃcial List of the Financial Conduct Authority and to trading on the main market for listed

securities of the London Stock Exchange on 28 May 2024.

New ordinary shares issued to fulﬁl the conversion of Open Oﬀer warrants

Further to the issue of new ordinary shares on the 18 August 2022 as a result of the Open Oﬀer, the Company also

issued 320,855,008 warrants to certain qualifying shareholders who participated in its open oﬀer (the “Open Oﬀer

Warrants”). Following the issue of the Open Oﬀer Warrants, certain holders have elected to exercise their Open Oﬀer

Warrants and this resulted in a total of 54,696 new ordinary shares being issued during the year ended 31 December

2024 in relation to Open Oﬀer Warrant conversions.

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences, and restrictions:

The Ordinary shares carry rights to participate in dividends and distributions declared by the Company and each

share carries the right to one vote at any general meeting. There are no rights of redemption attaching to the

Ordinary shares.

Deferred shares have the following rights, preferences, and restrictions:

The deferred shares carry no rights to receive any dividend or distribution and carry no rights to vote at any general

meeting. On a return of capital, the Deferred shareholders are entitled to receive the amount paid up on them after

the Ordinary shareholders have received £100,000,000 in respect of each share held by them. The Company may

purchase all or any of the Deferred shares at an appropriate consideration of £1.

2018 Deferred shares have the following rights, preferences, and restrictions:

The deferred shares carry no rights to receive any dividend or distribution and carry no rights to vote at any general

meeting.

7 Trade and other payables

Trade payables

Other payables

Social securities and other payroll taxes due

Accruals

Accrued interest payable to related party

Total trade and other payables

As at

31 December 2024

£ 000

478

308

397

265

1,448

As at

31 December 2023

£ 000

865

196

254

185

1,507

169 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2024

8 Long-term borrowings

Working Capital loan due to TAG

Total long-term borrowings

As at

31 December 2024

£ 000

As at

31 December 2023

£ 000

250

Working capital loan due to TAG

The TAG Unsecured Working Capital Facility, which was initially signed on 28 April 2023 and then amended on 30 June

2023, created the obligation for TAG to provide a working capital Facility to the Company up to £800,000. Following

the amendment on 30 June 2023, the Company issued a drawdown notice to TAG under the TAG Unsecured Working

Capital Facility for the full £800,000 available. As at 31 December 2023, £250,000 had been received from TAG in

respect of this facility, and during the year ended 31 December 2024, the remaining £550,000 was received from TAG.

Subsequent to the receipt of the full £800,000 from TAG, a second deed of amendment was signed between TAG

and the Company and this was dated 26 March 2024. This second deed of amendment allowed the full outstanding

amount of the TAG Unsecured Working Capital Facility to be extinguished by the issue of 1,500,000,000 new ordinary

shares of nominal value £0.00002 each, which were issued to TAG on 28 March 2024. These new ordinary shares

issued had a ﬁxed subscription price of 0.053 pence per share. As such, the balance owing in respect of the TAG

Unsecured Working Capital Facility as at 31 December 2024 was £nil (31 December 2023: £250,000).

9 Share-based payments

Share warrants

The full disclosures relating to the share warrants issued by the Company are set out in note 24 to the Group’s

consolidated ﬁnancial statements for the year ended 31 December 2024. This includes the full disclosures relating to

those share warrants issued during the current ﬁnancial year, and the required disclosures relate to those issued

prior to 1 January 2024.

A summary of the share warrants outstanding as at 31 December 2024 are detailed in the table below:

Share warrants issued to Mercator Capital Management

Fund LP (“Mercator”)

Share warrants issued to Venus Capital S.A. (“Venus Capital”)

Share warrants issued to retail shareholders

Share warrants to be issued to Venus Capital

Share warrants issued in connection with New Equity

Subscription Agreement completed in May 2024

Total

Number of warrants

outstanding at

31 December 2024

439,040,921

8,175,000,000

160,763,933

2,250,000,000

450,000,000

11,474,804,854

Number of warrants

outstanding at

31 December 2023

961,832,433

8,175,000,000

160,818,629

2,250,000,000

11,547,651,062

170 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2024

9 Share-based payments

Movements to the number of share warrants outstanding during the ﬁnancial year ended 31 December 2024 are set

out below:

> a total of 522,791,512 shares warrants that had previously been issued to Mercator expired prior to the holder

choosing to convert into ordinary shares of the Company;

> a total of 54,696 share warrants that had been issued in connection with the Open Oﬀer that took place in

August 2022, where exercised by the holders and converted into ordinary shares of the Company; and

> a total of 450,000,000 new share warrants were issued under the New Equity Subscription Agreement that was

completed in May 2024. These all remain unexercised as at 31 December 2024.

A summary of the fair value of the share warrants recorded during the current ﬁnancial year, including the change in

fair value due to modiﬁcation of the terms of certain share warrants, are detailed in the table below:

Share warrants to be issued to Venus Capital

Change in fair value due to extension of expiry date of

existing share warrants issued to Venus Capital and

retail shareholders in prior periods

Share warrants issued in connection with New Equity

Subscription Agreement dated May 2024

Total

2024

£ 000

2023

£ 000

1,717

346

2,063

Employee share scheme awards

The full disclosures relating to the employee share scheme awards are set out in note 24 to the Group’s consolidated

ﬁnancial statements for the year ended 31 December 2024.

10 Share issue costs

The costs relating to the equity subscription share issue that took place during the year have been netted oﬀ against

the amount of share premium that is recognised in respect of the share issue to which they directly relate. Any

amounts in excess of the share premium recognised, are taken to retained earnings. Details of the share issue costs

recognised during the year ended 31 December 2024 are set out in the table below.

Share warrants issued in connection with New Equity

Subscription Agreement dated May 2024 (note 9)

Other costs (legal fees, listing fees, commission cost)

Total

2024

Costs recognised

in share premium

£’000

140

192

2024

Costs recognised

in retained earnings

£’000

171 Supply@ME Capital Plc Annual Report and Accounts 2024 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2024

10 Share issue costs

2023 Equity Subscription Agreement warrant costs (note 9)

Other costs (legal fees, listing fees, commission cost)

Impact of extension of expiry date of warrants issued during 2022

relating to Capital Enhancement plan and Open Oﬀer warrants (note 9)

Total

2023

Costs recognised

in share premium

£’000

1,717

254

132

2,103

2023

Costs recognised

in retained earnings

£’000

214

11 Related party transactions

The Company has taken advantage of the exemption under FRS 102:33.1A from disclosing transactions with other,

wholly owned members of the Group.

A full list of the Company’s subsidiaries and related party transactions are set out in note 28 to the Group

consolidated ﬁnancial statements.

12 Controlling party

At 31 December 2024 the Directors do not believe that a controlling party exists.

13 Subsequent events

A full list of the Company’s subsequent events are set out in note 30 to the Group consolidated ﬁnancial statements.

172 Supply@ME Capital Plc Annual Report and Accounts 2024 Information

Information

173 Supply@ME Capital Plc Annual Report and Accounts 2024 Information

Company information

Directors

David Bull

Alexandra Galligan

Albert Ganyushin

Alessandro Zamboni

Registered Oﬃce

27/28 Eastcastle Street

London

W1W 8DH

Company Number

03936915

Website

www.supplymecapital.com

Company Secretary

MSP Corporate Services Limited

27/28 Eastcastle Street

London

W1W 8D

Auditors

Bright Grahame Murray

Emperor’s Gate

114a Cromwell Road

Kensington

London

SW7 4AG

174 Supply@ME Capital Plc Annual Report and Accounts 2024 Information

Glossary

Term Deﬁnition

AGM

BBPM

Board

CEO

Company or SYME

or Supply@ME

CH Trading Hub

Debt Novation Deed

ERP

FY23

FY24

Group

IFRS

ICT

IM Bond

IoT

KPIs

KRIs

LTIP

Nuburu

Annual General Meeting of Supply@ME Capital Plc

Banco BPM S.p.A.

The Board of Directors of Supply@ME Capital Plc

Chief Executive Oﬃcer

Supply@ME Capital Plc

An independent Swiss-based trading business which replaced the Cayman-based

global inventory fund and assumed control of the independent stock companies and

manages the overall trading businesses using the Platform and the associated services

provided by the Group.

The English law governed debt novation deed entered into between the Company,

Tom James, John Collis and TAG on 30 June 2023, pursuant to which TAG agreed to

assume the £2m million debt of Tom James and John Collis resulting from the

TradeFlow Restructuring to the Company.

Enterprise Resource Planning

The ﬁnancial year ended 31 December 2023

The ﬁnancial year ended 31 December 2024

The Company and its subsidiaries

UK adopted International Financial Reporting Standards

Information and communications technology

Inventory Monetisation

The secured bond issued by one of the independent stock companies, which is a wholly

owned subsidiary of SFE, valued up to €5 million and for which a global player in asset

management subscribed for the ﬁrst €3.5 million.

Internet of things

Key Performance Indicators

Key Risk Indicators

Long Term Incentive Plan

Nuburu Inc. (an NYSE listed high-tech company of which Alessandro Zamboni, a director

of the Company, is Executive Chairman)

175 Supply@ME Capital Plc Annual Report and Accounts 2024 Information

Glossary

Term Deﬁnition

Nuburu On-Demand

Facility

Open Market

IM transaction

Platform

PNP Regulation

QCA Code

SFE

SFE EI

TAG

TAG Unsecured

Working Capital

Facility

Top-Up Shareholder

Loan Agreement

TradeFlow

TradeFlow Group

TradeFlow

Restructuring

Venus Capital

White-Label

The English law governed on-demand convertible funding facility for US$5,150,000 entered

into on 18 March 2025 and amended on 10 June 2025 and 29 August 2025 between

Nuburu and the Company

IM transactions from the pipeline originated by the Group and funded by

third-party investors

The Supply@ME Inventory Monetisation Platform

Italian legislation pegno non possessorio, introduces the concept of "security interest"

into Italian law

Quoted Companies Alliance Corporate Governance Code for small and mid-sized

quoted companies

Société Financière Européenne S.A.

SFE Equity Investments S.A.R.L.

The AvantGarde Group S.p.A (an entity ultimately beneﬁcially wholly-owned and

controlled by Alessandro Zamboni, Chief Executive Oﬃcer of the Company)

The English law governed top-up unsecured working capital facility entered into on

28 April 2023 and amended on 30 June 2023 between TAG and the Company, pursuant

to which TAG agreed to provide the Company with a facility of up to £800,000 to cover

the Company’s working capital needs

The English law governed top-up unsecured shareholder loan agreement entered into

on 28 September 2023 and amended on 30 September 2024 between TAG and the

Company, pursuant to which TAG agreed to provide the Company with a further facility

of up to £3,500,000 to cover the Company's working capital and growth needs up to

31 December 2025

TradeFlow Capital Management Pte. Limited

TradeFlow and its subsidiaries

The disposal of 81% of the TradeFlow Captial Management Pte. Limited operations

which was completed on 30 June 2023

Venus Capital SA

The service whereby banks and other ﬁnancial institutions access and pay for the

use of our technology and platform to deploy with their customer bases

Designed and produced by Haggie Partners | haggiepartners.com

Supply@ME Capital Plc

Eastcastle House

27/28 Eastcastle Street

London W1W 8DH UK

supplymecapital.com