STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Share capital	Share premium	Merger reserve	Own shares held reserve	Convertible debt and warrant reserve	Retained earnings
							Total equity
	GBP	GBP	GBP	GBP	GBP	GBP	GBP
At 31 December 2022 (restated)	13,313,129	39,263,037	1,502,500	(180,150)	461,857	(29,240,472)	25,119,901
Loss for the year (restated)	-	-	-	-	-	(23,478,173)	(23,478,173)
Other comprehensive loss (restated)	-	-	-	-	-	-	-
Total comprehensive loss (restated)	-	-	-	-	-	(23,478,173)	(23,478,173)
Share based payments (restated)	-	-	-	-	-	382,246	382,246
At 31 December 2023 (restated)	13,313,129	39,263,037	1,502,500	(180,150)	461,857	(52,336,399)	2,023,974
Loss for the year	-	-	-	-	-	(1,854,088)	(1,854,088)
Other comprehensive income	-	-	-	-	-	-	-
Total comprehensive income/(loss)	-	-	-	-	-	(1,854,088)	(1,854,088)
Convertible debt issued	-	-	-	-	12,798	-	12,798
Expiry of warrants	-	-	-	-	(461,857)	461,857	-
Share based payments	-	-	-	-	-	91,380	91,380
At 31 December 2024	13,313,129	39,263,037	1,502,500	(180,150)	12,798	(53,637,250)	274,064

 

The purpose and nature of each of the above reserves is described in Note 19.

 

The notes on form part of these financial statements.

 

 

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

					(restated)
	Note		2024		2023
			GBP		GBP
Cash (outflow) from operations	20		(1,555,873)		(2,070,885)
Income tax received			-		-
Net cash (outflow) from operating activities			(1,555,873)		(2,070,885)
Cash flows from investing activities
Net repayment of amounts due from subsidiaries			1,293,094		-
Net cash inflow from investing activities			1,293,094		-
Cash flows from financing activities
Convertible loan notes issued			200,000		-
Secured repayable on demand loans received			62,500		-
Unsecured debt repaid			(25,258)		(10,647)
Net cash inflow/(outflow) from financing activities			237,242		(10,647)
Net (decrease) in cash and cash equivalents			(25,537)		(2,081,532)
Cash and cash equivalents at beginning of the year			30,190		2,111,681
Exchange gains/(losses) on cash and cash equivalents			(380)		41
Cash and cash equivalents at end of the year	13		4,273		30,190

 

The notes on form part of these financial statements.

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 

1.      ACCOUNTING POLICIES

 

General information

Active Energy Group plc is a public limited company, limited by shares, incorporated in England and Wales, and quoted on the AIM market of the London Stock Exchange. Its registered office address is 27/28 Eastcastle Street, London, W1W 8DH. The principal activity of the Company is described in the Strategic Report. The Company's shares were temporarily suspended from trading on the AIM market from 1 July to 18 December 2024.

 

Basis of preparation

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

 

The financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards ("IFRS") as adopted by the UK, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

 

The Financial Statements have been prepared on the historical cost basis, as modified by the revaluation of property, plant and equipment, available for sale financial assets and certain financial assets and liabilities, including derivative financial instruments, held at fair value through profit and loss.

 

The preparation of financial statements in compliance with IFRS requires the use of accounting estimates. It also requires management to exercise judgement in the most appropriate application of the Company's accounting policies. The areas where significant judgements and estimates have been made in preparing the financial statements and their effects are disclosed at the end of this note.

 

The company had no subsidiaries at the balance sheet date and is therefore not required to prepare consolidated financial statements. These financial statements present the performance and position of the Company only, and not that of its former subsidiaries.

        

Restatement of prior periods

The company has elected to change the currency in which it presents its financial statements from US Dollars (USD) to Pounds Sterling (GBP) and has therefore restated, in Pounds Sterling, the comparative amounts presented for the year ended 31 December 2023 and the amounts presented in the opening balance sheet at 31 December 2022. The Company has changed its presentation currency to align with its functional currency, now that it is no longer required to prepare consolidated financial statements, which the Company's management consider will provide more relevant information.

 

The restatement affects all comparative amounts presented in the financial statements and results in the elimination of the foreign exchange reserve within equity that existed in the original prior period financial statements (as a result of their presentation in US Dollars).

 

Assets and liabilities at 31 December 2023 and 31 December 2022 that were not denominated in Pounds Sterling have been restated using the closing exchange rates on these dates. Income, expenses and cash flows for the year ended 31 December 2023 that were not denominated in Pounds Sterling have been restated using the average exchange rate for the year.

 

The foreign currencies accounting policy below provides further information.

 

Going concern

In preparing the financial statements the Directors are required to make an assessment of the Company's ability to continue as a going concern and whether it is appropriate to prepare the financial statements on a going concern basis.

 

The Company is now principally a holding company and its projected future cash requirements comprise its ongoing compliance and management costs. The Company has prepared cash flow forecasts to estimate these future cash requirements, and the resources available to it, and these indicate that the Company should have sufficient cash resources to continue in operation for at least one year from the date of approval of these financial statements.

 

In April 2025 the Company received loan note finance of £200,000 from Wager Holdings Limited under the terms of a new convertible loan note instrument that also allows for a further £300,000 of loan notes to be issued, although no commitment has been made to provide such further funding. To the extent that they have not converted into new Ordinary Shares in the Company the loan notes are redeemable in full on 31 December 2025, or such later date as is agreed between the Company and the noteholders.

 

The Company has also received a commitment from Zen Ventures Limited and parties connected to Zen Ventures Limited to provide such additional future funding as the Company might require to enable it to settle its liabilities as they fall due for at least one year from the date of approval of these financial statements. The Board, having reviewed the cash flow forecasts, expect the Company to be able to settle its liabilities as they fall due for at least one year from the date of approval of these financial statements. The financial statements have therefore been prepared on a going concern basis.

 

However, there is no guarantee that further loan note funding will be available or that it will be possible to agree an extension to the loan note redemption date, if required, and it is possible that Zen Ventures and its connected parties might not be able to provide sufficient financial support at such time as the Company might require it. The Company remains reliant on the timely arrangement of cash, including for immediate obligations around the date of signing, and the availability of funding remains subject to external support and agreement. The Board have assessed both the ability and intention of Zen Ventures Limited and its connected parties to provide additional funding if required and remain confident that such support will be made available should suppliers demand immediate payment. The Board consider that these risks, taken together, represent a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.

 

The financial statements do not include any of the adjustments that would be required if they were not prepared on a going concern basis.

 

New and amended standards which are effective for these Financial Statements

A number of amended standards became mandatory and are effective for annual periods beginning on or after 1 January 2024. These have not had a material impact on the financial statements.

 

New and amended standards which are not yet effective for these Financial Statements

There are a number of new and amended standards and interpretations that are not mandatory for the year ended 31 December 2024 and have not been early adopted in these financial statements.

 

These are summarised in the following table and will be adopted in the period when they became mandatory unless otherwise indicated.

 

Ref	Title	Summary	Application date (accounting periods commencing)
IFRS 7	Financial Instruments: Disclosures	Amendments: classification and measurement of financial instruments	1 January 2026
IFRS 9	Financial Instruments	Amendments: classification and measurement of financial instruments	1 January 2026
IFRS 18	Presentation and Disclosures	Presentation and Disclosures in Financial Statements	1 January 2027
IFRS 19	Subsidiaries without Public Accountability: Disclosures	Reduced disclosure requirements for eligible subsidiaries	1 January 2027

 

The impact of the initial application of these amendments and new standards on the Company's financial statements is not yet known.

 

Property, plant and equipment

Property, plant and equipment is stated at cost, or deemed cost, less accumulated depreciation and any recognised impairment loss. Cost includes the purchase price and all directly attributable costs. Depreciation is provided once assets are available for use at the following annual rates in order to write off each asset over its estimated useful life:

 

Office equipment                                 -       2 to 5 years straight line

 

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

 

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been identified as the management team including the Executive Directors. The Company has only one operating segment.

 

Financial assets and liabilities

The Company classifies its financial assets at inception into three measurement categories; 'amortised cost', 'fair value through other comprehensive income' ("FVOCI") and 'fair value through profit and loss' ("FVTPL"). The Company classifies its financial liabilities, other than financial guarantees and loan commitments, as measured at amortised cost. Management determines the classification of its investments at initial recognition. A financial asset or financial liability is measured initially at fair value. At inception transaction costs that are directly attributable to its acquisition or issue, for an item not at fair value through profit or loss, are added to the fair value of the financial asset and deducted from the fair value of the financial liability.

 

Amortised cost measurement

The amortised cost of a financial asset or financial liability is the amount at which the financial asset or liability is measured at initial recognition, minus principal payments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and maturity amount, minus any reduction for impairment.

 

Fair value measurement

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction on the measurement date. The fair value of assets and liabilities in active markets are based on current bid and offer prices respectively. If the market is not active the company establishes fair value by using appropriate valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same for which market observable prices exist, net present value and discounted cash flow analysis.

 

Derecognition

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or where the company has transferred substantially all of the risks and rewards of ownership. In a transaction in which the company neither retains nor transfers substantially all the risks and rewards of ownership of a financial asset and it retains control over the asset, the company continues to recognise the asset to the extent of its continuing involvement, determined by the extent to which it is exposed to changes in the value of the transferred asset. There have not been any instances where assets have only been partly derecognised. The company derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.

 

Impairment

The Company assesses at each financial position date whether there is objective evidence that a financial asset or group of financial assets is impaired. If there is objective evidence (such as significant financial difficulty of the obligor, breach of contract, or it becomes probable that debtor will enter bankruptcy), the asset is tested for impairment. The amount of the loss is measured as the difference between the asset's carrying amount and the present value of the estimated future cash flows (excluding future expected credit losses that have not been incurred) discounted at the financial asset's original effective interest rate (that is, the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced through use of an allowance account.

 

Convertible debt instruments

Convertible debt instruments that will be settled by way of a fixed amount of cash (or another financial asset) or by the issuing of a fixed number of shares in the Company are bifurcated and recognised initially as a liability representing the fair value of the debt element and an equity component representing the fair value of the conversion option. After initial recognition the debt element is accounted for at amortised cost using the effective interest method.

 

Taxation

Current taxes are based on the results shown in the Financial Statements and are calculated according to local tax rules, using tax rates enacted or substantively enacted by the year-end date.

 

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial position differs from its tax base, except for differences arising on:

 

·   the initial recognition of goodwill;

·   the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and

·   investments in subsidiaries and jointly controlled entities where the Company is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

 

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available to utilise the difference. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/assets are settled/recovered.

 

Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities, and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on the company.

 

Foreign currencies

Items included in the financial statements are measured using Pounds Sterling, the currency of the primary economic environment in which the Company operates (its "functional currency"). The financial statements are also presented in Pounds Sterling (GBP).

 

The Company has changed its presentation currency which is further explained earlier in this note under the heading restatement of prior periods.

 

Transactions entered into by the Company in a currency other than its functional currency are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in profit or loss.

 

The US Dollar exchange rates used to prepare the financial statements were as follows:

 

        Closing rate at 31 December 2024                                           1.2540 USD/GBP

        Closing rate at 31 December 2023                                           1.2734 USD/GBP

        Closing rate at 31 December 2022                                           1.2056 USD/GBP

 

        Average rate for the year ended 31 December 2024      1.2787 USD/GBP

        Average rate for the year ended 31 December 2023      1.2438 USD/GBP

 

Share-based payments

Where employees receive remuneration in the form of shares or share options, the fair value of the share-based employee compensation arrangement at the date of the grant is recognised as an employee benefit expense in the income statement. The total expense to be apportioned over the vesting period of the benefit is determined by reference to the fair value (excluding the effect of non-market-based vesting conditions) at the date of the grant.

 

The assumptions underlying the number of awards expected to vest are subsequently adjusted for the effects of non-market-based vesting to reflect the conditions prevailing at the year-end date. Fair value is measured using a valuation tool (such as Monte Carlo or Black Scholes).

 

Where equity instruments are granted to persons other than employees, the income statement is charged with the fair value of goods and services received; except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

 

              Own shares held

Consideration paid/received for the purchase/sale of shares held in escrow or in trust for the benefit of employees is recognised directly in equity. The nominal value of such shares held is presented within the "own shares held" reserve. Any excess of the consideration received on the sale of the shares over the weighted average cost of the shares sold is credited to retained earnings.

 

Neither the purchase nor sale of own shares leads to a gain or loss being recognised in the Company income statement.

 

Investment in subsidiaries

Investments in subsidiaries are stated at cost less provision for impairment.

 

Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial information in conformity with UK-adopted International Accounting Standards requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the year-end date and the reported amounts of revenues and expenses during the reporting period.

 

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Management's consideration of going concern is discussed elsewhere in the accounting policies note. The other significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were as follows:

 

Derecognition of subsidiary placed into a members' voluntary liquidation

The Company placed its subsidiary Advanced Biomass Solutions Limited into a members' voluntary liquidation on 22 July 2024 and the Company has determined that this constitutes a loss of control such that Advanced Biomass Solutions Limited ceased to be a subsidiary of the Company, for financial reporting purposes, on that date.

 

At 31 December 2024 the Company had no other subsidiaries and is not, therefore, required to prepare consolidated financial statements for the year ended 31 December 2024.

 

Share-based payments

In determining the fair value of LTIP awards and other equity settled share-based payments, and the related charge to the income statement, the Company makes assumptions about future events and market conditions. In particular, judgements and estimates must be made as to the fair value of each award granted and the extent to which options are expected to vest.

 

The fair value is determined using a valuation model which is dependent on further estimates, including the Company's future dividend policy, the timing with which options will be exercised and the future volatility in the price of the Company' shares. Such assumptions are based on publicly available information and reflect market expectations and advice taken from qualified personnel. Different assumptions about these factors could materially affect the reported value of share-based payments.

 

Valuation of unquoted equity investment

The other financial assets included in the Company statement of financial position comprise an investment in an unquoted private company which itself holds certain illiquid, difficult to value investments that have yet to generate any return. The information available with which to estimate the fair value of this investment is limited and includes primarily the company's financial statements and the prices at which the company has raised recent equity finance. Additionally, judgement is required to estimate the discount that would be applied by a market participant to the value of the company's investment on account of it being a minority, non-controlling interest. The fair values implied by the limited information that is available are inconsistent, and highly variable, and management have therefore concluded that the most reliable estimate of the investment's value is its cost price. The investment is therefore carried at its cost price being management's best estimate of fair value.

 

2.      SEGMENTAL INFORMATION

 

The Company has only one operating segment and therefore no segmental information has been presented. The Company's non-current assets are located in the UK. The Company has no revenue or major customers.

 

 

3.      EMPLOYEE COSTS AND DIRECTORS

			(restated)
	2024		2023
	GBP		GBP
Wages and salaries	437,455		447,000
Social security costs	31,148		46,229
Pension costs	286		1,038
	468,889		494,267
Share based payments - directors	89,963		256,983
Share based payments - others	1,417		125,263
	91,380		382,246
	560,269		876,513

 

The average monthly number of employees during the year was as follows:

	2024		2023
Directors	4		4
Administration	1		1
	5		5

 

Directors' and key management personnel remuneration

 

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. These are considered to be the directors of the Company.

 

			(restated)
	2024		2023
	GBP		GBP
Directors' emoluments	226,545		365,000
Termination benefits	187,500		-
Share based payments	89,963		256,983
	504,008		621,983

 

The total remuneration of the highest paid Director for the year, excluding non-cash share-based payments, were £365,795 which included redundancy settlement (2023: £225,000).

 

 

3.      OPERATING LOSS

			(restated)
	2024		2023
	GBP		GBP
The operating loss is stated after charging:
Depreciation	120		722
Auditor's remuneration - audit services	68,000		80,000
Auditor's remuneration - taxation services	2,000		2,000
Auditor's remuneration - other services	4,100		4,100
Share based payments	91,380		382,246
Impairment of intangible assets	-		4,754,446
Impairment of amounts due from subsidiaries	378,834		15,641,389

4.      NET FINANCE COSTS

			(restated)
	2024		2023
	GBP		GBP
Finance costs
Interest payable and other finance charges	(10,954)		(758)
Interest receivable	-		19,894
	(10,954)		19,136

 

5.  TAXATION

			(restated)
	2024		2023
	GBP		GBP
Current tax	-		-
Deferred tax	-		-
Total income tax expense	-		-
Total income tax (credit)	-		-

Factors affecting the tax charge

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

 

			(restated)
	2024		2023
	GBP		GBP
Loss before taxation	(1,854,088)		(23,478,173)
Standard rate of corporation tax	25.00%		23.50%
Loss before tax multiplied by standard rate of corporation tax	(463,522)		(5,517,371)
Effects of:
Non-deductible expenses	122,857		4,883,049
Losses not recognised as deferred tax asset	340,665		634,322
Tax expense	-		-

The Company's tax loss position can be summarised as follows:

			(restated)
	2024		2023
	GBP		GBP
Tax losses brought forward at 1 January	16,749,490		14,050,248
Taxable loss for the year	1,362,659		2,699,242
Tax losses carried forward at 31 December	18,112,149		16,749,490

 

A deferred tax asset has not been recognised in respect of the Company's tax losses due to uncertainties around the Company's ability to utilise the losses.

 

6.   LOSS PER SHARE

					(restated)
	2024				2023
	GBP				GBP
Loss for the year:
Continuing operations	(1,854,088)				(23,478,173)
Total operations	(1,854,088)				(23,478,173)
Weighted number of Ordinary Shares in issue	161,863,136				161,863,136
Basic and diluted loss per share (pence):	(1.15)				(14.50)

 

The Company's share options and convertible loan notes are anti-dilutive in relation to the loss per share for the years ended 31 December 2024 and 31 December 2023 because their inclusion would decrease the loss per share in each case.

 

On 27 February 2025, subsequent to the end of the reporting period, the Company's Ordinary Shares were subdivided however this subdivision did not alter the number of Ordinary Shares in issue.

 

 

7.      PROPERTY, PLANT AND EQUIPMENT

 

Office equipment			(restated)
	2024		2023
	GBP		GBP
Cost
At 1 January	9,757		9,757
At 31 December	9,757		9,757
Accumulated depreciation
At 1 January	9,637		8,915
Charge for the year	120		722
At 31 December	9,757		9,637
Net book value	-		120

 

8.      INVESTMENT IN SUBSIDIARIES

			(restated)
	2024		2023
	GBP		GBP
Cost
At 1 January	4,754,446		8,559,625
Disposals	-		(3,805,179)
At 31 December	4,754,446		4,754,446
Impairment provision
At 1 January	4,754,446		3,805,179
Charge for the year	-		4,754,446
On disposals	-		(3,805,179)
At 31 December	4,754,446		4,754,446
Net book value	-		-

 

 

At the balance sheet date the Company held share capital in each of the following companies:

Subsidiary undertaking	Country of incorporation	Nature of business	Percentage Holding		Dissolution Date
			2024	2023
Advanced Biomass Solutions Limited	United Kingdom	Biomass for energy development	100*	100	-
Lumberton Energy Holdings LLC	United States	Property Holding Company	-	100	19 April 2024
Active Energy Renewable Power LLC	United States	Biomass for energy development	-	100	22 April 2024

 

 

*    Advanced Biomass Solutions Limited was placed into a members' voluntary liquidation on 22 July 2024 and consequently has not been controlled by the Company since this date.

 

The following companies, which were all wholly owned by the Company, were dissolved during 2023:

 

         CSW2Maine LLC (United States)

         AEG Trading Limited (United Kingdom)

         Timberlands International (United Kingdom)

 

9.      OTHER FINANCIAL ASSETS

		(restated)
	2024	2023
	GBP	GBP
Fair value at beginning of the year	683,248	683,248
Fair value at end of the year	683,248	683,248

 

Other financial assets consist of an unquoted equity instrument which is valued at fair value through other comprehensive income and classified as a non-current asset. The instrument is denominated in Pounds Sterling.

 

This asset is valued according to Level 3 inputs as defined by IFRS 13 and is therefore subject to management's judgement of unobservable inputs. The asset is currently held at its historic cost which represents management's best estimate of its fair value.

 

 

10.   TRADE AND OTHER RECEIVABLES

 

The carrying value of trade and other receivables, after deduction of appropriate allowances for irrecoverable amounts, approximates to their fair value. These assets are not interest bearing and are received over a short period of time with an insignificant risk of changes in fair value.

		(restated)
	2024	2023
	GBP	GBP
Prepayments	4,094	29,873
Other receivables	25,062	16,477
Total	29,156	46,350

 

Trade and other receivables that have not been received within the payment terms are classified as overdue. There were no trade and other receivables overdue at 31 December 2024 or 31 December 2023 and accordingly there were no impairment provisions at either date. An analysis of the Company's trade and other receivables by currency is provided in note 21.

 

 

11.   AMOUNTS DUE FROM SUBSIDIARIES

			(restated)
	2024		2023
	GBP		GBP
Amortised cost	12,730,200		17,374,515
Provision for impairment	(12,730,200)		(15,702,587)
	-		1,671,928

The company recognised net impairment losses of £378,834 (2023: £15,641,389) during the year in respect of amounts due from subsidiaries. A fully impaired balance of £3,567,437 was written off during the year, with a corresponding amount released from the provision for impairment.

 

13.   CASH AND CASH EQUIVALENTS

		(restated)
	2024	2023
	GBP	GBP
Cash at bank	4,273	30,190

 

 

Cash and cash equivalents are defined as cash at bank, demand deposits 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 changes in value. 

 

14.   TRADE AND OTHER PAYABLES

 

		(restated)
	2024	2023
	GBP	GBP
Trade payables	18,378	172,444
Accruals and deferred income	165,930	184,000
Social security and other taxes	-	11,709
Other payables	212	14,758
	184,520	382,911

 

The carrying value of trade and other payables approximates to their fair value. Payments occur over a short period and the risk of changes in value is insignificant. The full balance of the trade and other payables becomes due and payable within three months of the reporting date. These are classified as financial liabilities on the balance sheet and are measured at amortised cost.

 

The amounts shown are undiscounted and represent the contractual cash flows. An analysis of the Company's trade and other payables classified as financial liabilities by currency is provided in note 21.

 

15.   LOANS AND BORROWINGS

 

The book value and fair value of loans and borrowings are as follows:

			(restated)	(restated)
	Book value	Fair value	Book value	Fair value
	2024	2024	2023	2023
	GBP	GBP	GBP	GBP
Non-Current
Other loans	-	-	14,814	14,814
Current
Convertible loan notes	195,593	195,593	-	-
Other loans	62,500	62,500	10,137	10,137
	258,093	258,093	10,137	10,137
Total loans and borrowings	258,093	258,093	24,951	24,951

 

 

Convertible loan notes

Convertible loan notes with a nominal value of £200,000 were issued on 31 October 2024 and have been accounted for as a loan creditor, representing the fair value of the debt component, and a separate conversion option which has been recognised as a component of equity. The loan notes themselves are non-interest bearing but interest is being accounted for on the fair value of the debt component using the effective interest method. The loan notes are convertible to ordinary shares in the Company at the option of the holder, at any time, at a conversion price of £0.0004 per ordinary share, and are secured by way of a debenture containing fixed and floating charges.

 

Other loans

Other loans at 31 December 2024 comprise an interest free, repayable on demand loan secured by way of a debenture containing fixed and floating charges. Other loans at 31 December 2023 comprise a bank loan to the Company guaranteed by the UK government. The loan was repayable over 5 years with interest at a fixed rate of 2.5% p.a. This loan was repaid in full during 2024.

 

16.   CALLED UP SHARE CAPITAL

 

				(restated)
	2024	2024	2023	2023
	Number	GBP	Number	GBP
Ordinary shares
At 1 January	161,863,136	566,521	161,863,136	566,521
31 December	161,863,136	566,521	161,863,136	566,521
Deferred shares of £0.0099 each
At 1 January	1,287,536,163	12,746,608	1,287,536,163	12,746,608
At 31 December	1,287,536,163	12,746,608	1,287,536,163	12,746,608
Total share capital		13,313,129		13,313,129

 

All shares have been allotted, called up and fully paid.

 

The Deferred Shares have not been admitted to trading on the Alternative Investment Market, carry no voting rights and are purchasable for an aggregate sum of £1.

 

The Ordinary Shares were temporarily suspended from trading on AIM from 1 July to 18 December 2024 pursuant to AIM Rule 19.

 

 

17.   CONTINGENT LIABILITIES

 

One of the Company's former subsidiaries has received legal claims from former subcontractors in the USA in respect of alleged unpaid remuneration and the claimants have indicated that they may attempt to bring a claim against the Company in its capacity as parent undertaking at the time. Both the Company and its former subsidiary dispute these claims and are advised that they are unlikely to be successful, in particular in relation to any claim brought against the Company. The Board therefore does not consider it likely that any payment by the Company will be required to settle the claims.

 

The Board's best estimate of the cost to the Company, were these claims to be successful, is £287,602 (2023 (restated): £283,221) No provision has been made for this sum in these financial statements.

 

 

18.   SHARE OPTIONS AND WARRANTS

 

From time to time the Company has entered into share option and warrant arrangements under which the holders are entitled to subscribe for a percentage of the Company's Ordinary Share capital. Options under the LTIP and JSOP are detailed below. All other options and warrants vest immediately. The number of warrants and share options exercisable at 31 December 2024 was 4,951,612 (2023: 2,699,336). During the year 1,342,194 (2023: 598,571) options and warrants expired.

 

The movements of warrants and share options during the year was as follows:

	2024	2024	2023	2023
	Weighted Average Exercise Price (British pence)	Number of Warrants and Share Options	Weighted Average Exercise Price (British pence)	Number of Warrants and Share Options
At 1 January	50.53	13,453,732	112.68	5,768,463
Expired	41.44	(1,342,194)	86.21	(598,571)
Granted	-	-	9.83	8,283,840
At 31 December	51.54	12,111,538	50.53	13,453,732

 

At 31 December 2024, the weighted average remaining contractual life of warrants and share options exercisable was 7.37 years (2023: 7.42 years). There were no share options issued under the LTIP during 2024 (2023: 8,283,840 issued). No warrants were issued in 2024 or 2023.

 

A charge of £91,380 (2023 (restated): £382,246) has been recognised in the Statement of Comprehensive Income in respect of equity settled share based payments.

 

Options and warrants outstanding at 31 December 2024 and 2023 were exercisable as follows:

Exercise price (British pence)	2024	2023
	Number	Number
8.30p	3,594,470	3,594,470
10.00p	2,344,685	2,344,685
12.00p	2,344,685	2,344,685
17.50p	-	428,571
45.15p	-	609,081
67.73p	-	304,540
70.44p	1,235,278	1,235,278
123.27p	1,235,278	1,235,278
157.50p	585,714	585,714
175.00p	57,143	57,143
210.00p	128,571	128,571
297.50p	585,714	585,714
At 31 December	12,111,538	13,453,730

 

LTIP awards

In February 2021, the Company implemented its Long Term Incentive Plan ("LTIP") to incentivise the Company's Executive Directors, certain other Directors, and members of the Senior Management team.

 

Awards under the LTIP take the form of premium priced options over the Company's Ordinary Shares which are exercisable on various dates up to the third anniversary of the date of grant (subject to several market standard specific exceptions). LTIP options have an expiry date of ten years from the award date.

 

The Company measures the fair value of LTIP awards using the Black Scholes valuation model. The share-based payment expense is recorded over the vesting period of the option if the option is expected to vest.  Share based payment expenses are recognised in the income statement in accordance with the provisions of IFRS2.

 

At the inception of the plan, options over 2,470,556 shares were granted to directors and other participants. Further options were granted in July 2023 over 8,283,840 shares. There were no options granted during 2024.

 

JSOP awards

Under the Joint Share Ownership Plan ("JSOP"), shares in the Company were jointly purchased at fair market value by the sole participating employee and the trustees of the JSOP Trust, with such shares held in the JSOP Trust. For accounting purposes, the awards are valued as employee share options. There is only one participant in the JSOP and the Company no longer utilises the JSOP to incentivise employees.

 

The company awarded JSOP shares in 2013 and has made no further awards since. The JSOP share based payment charge was expensed during the vesting period and there was no associated share based payment charge in 2024 or 2023. At 31 December 2024 and 31 December 2023 there were 400,000 fully vested shares held in the JSOP Trust. No JSOP shares were sold during either year.

 

The JSOP trust holds the shares of the JSOP until such time as the JSOP shares are vested and the participating employee exercises their rights under the JSOP. The JSOP trust is granted an interest bearing loan by the Company in order to fund the purchase of its interest in the JSOP shares. The Company funded portion of the share purchase price is deemed to be held in treasury until such time as the shares are transferred to the employee and is recorded as a reduction in equity in the Company financial statements.

 

 

19.   RESERVES

 

The following describes the nature and purpose of each reserve within equity:

Reserve	Description and purpose
Share premium	Amounts subscribed for share capital in excess of nominal value.
Merger reserve	Difference between fair value and nominal value of shares issued to acquire interests of more than 90% in subsidiaries.
Own shares held reserve	Cost of own shares held by the employee benefit trust, the JSOP trust or the company as shares held in escrow.
Convertible debt/warrant reserve	Equity component of the convertible loan and warrants issued that do not form part of a share based payment.
Retained earnings	Cumulative net gains and losses recognised in the statement of comprehensive income.

20.   NOTE SUPPORTING THE STATEMENT OF CASH FLOWS

 

Reconciliation of loss before taxation to cash outflows from operating activities:

			(restated)
	2024		2023
	GBP		GBP
Loss for the year	(1,854,088)		(23,478,173)
Adjustments for:
Share based payment expense	91,380		382,246
Depreciation	120		722
Impairment of investments	-		4,754,434
Impairment of intercompany loans	378,834		16,114,959
Foreign currency translations	380		(41)
Finance expenses	8,698		757
	(1,374,676)		(2,225,096)
Decrease in trade and other receivables	17,194		62,452
(Decrease)/increase in trade and other payables	(198,391)		91,759
Net cash (outflow) from operating activities	(1,555,873)		(2,070,885)

 

Cash to net debt reconciliation:

		(restated)
	2024	2023
	GBP	GBP
Cash and cash equivalents	4,273	30,190
Borrowings	(258,093)	(24,951)
Net Cash/(debt)	(253,820)	5,239
Cash and liquid investments	4,273	30,190
Convertible loan notes	(195,593)	-
Secured repayable on demand loans	(62,500)	-
Fixed rate loans	-	(24,951)
Net Cash/(debt)	(253,820)	5,239

 

 

 

21.   FINANCIAL INSTRUMENTS                

 

The Company's treasury policy is to avoid transactions of a speculative nature. In the course of its operations the Company is exposed to a number of financial risks that can be categorised as market, credit, and liquidity risks. The board reviews these risks and their impact on the activities of the Company on an ongoing basis. The principal financial instruments used by the Company, from which financial instrument risk arises, are:

 

·   Trade and other receivables

·   Cash and cash equivalents

·   Trade and other payables

·   Equity investments

·   Loans and borrowings (including convertible debt instruments)

 

A summary of the financial instruments held is provided below.

 

Financial assets			(restated)
	2024		2023
	GBP		GBP
At amortised cost:
Cash and cash equivalents	4,273		30,190
Amounts due from subsidiaries	-		1,671,928
	4,273		1,702,118
At fair value:
Financial investments	683,248		683,248
Total financial assets	687,521		2,385,366

 

Financial liabilities		(restated)
	2024	2023
	GBP	GBP
At amortised cost:
Trade payables	18,378	172,444
Other current liabilities	166,142	210,467
Loans and Borrowings	258,093	24,951
Total financial liabilities	442,613	407,862

 

Fair value measurement

The fair value measurement of the Company's financial and non-financial assets and liabilities utilises market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the 'fair value hierarchy'):

Level 1: Quoted prices in active markets for identical items (unadjusted)

Level 2: Observable direct or indirect inputs other than Level 1 inputs

Level 3: Unobservable inputs (i.e. not derived from market data).

The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognised in the period they occur.

 

Market Risk

 

Currency risk

The Company's financial risk management objective is broadly to seek to make neither profit nor loss from exposure to currency or interest rate risks. The Company is exposed to transactional foreign exchange risk and takes profits and losses as they arise as, in the opinion of the directors, the cost of hedging against fluctuations would be greater than the potential benefits.

The Company's cash and cash equivalents are denominated in the following currencies:

 

		(restated)
	2024	2023
	GBP	GBP
US Dollars	588	24,538
UK Pounds Sterling	3,685	5,656
	4,273	30,194

 

The Company's trade and other receivables are denominated in the following currencies:

 

		(restated)
	2024	2023
	GBP	GBP
UK Pounds Sterling	29,156	46,350
	29,156	46,350

 

The Company's trade and other payables are denominated in the following currencies:

 

 

		(restated)
	2024	2023
	GBP	GBP
UK Pounds Sterling	184,520	382,911
	184,520	382,911

 

The effect of a 5 per cent strengthening of the US Dollar at the reporting date on the foreign currency denominated net financial instruments carried at that date would, all other variables held constant, have been insignificant.

 

Interest rate risk

The Company finances its operations through a mixture of equity and loans. The debt at 31 December 2023 consisted of government issued or guaranteed debt with fixed rates of interest. The loan notes issued in 2024 are non-interest bearing.

 

Credit risk

Operational

The Company did not generate any revenue during the period and its exposure to credit risk is therefore limited. The Company does not enter into derivative contracts to manage credit risk. Further information on trade and other receivables is presented in note 11.

 

Financial

Financial risk relates to non-performance by banks in respect of cash deposits and is mitigated by the selection of institutions with a strong credit rating.

 

Liquidity risk

Liquidity risk arises from the Company's management of working capital and payments to its suppliers. Without revenue generating activities the Company has inherent liquidity risk and there is a risk that the Company will encounter difficulties during this period in meeting its financial obligations as they fall due.

 

The Company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they fall due. The Company finances itself through a mix of equity and debt instruments. The Company's objective is to ensure sufficient liquidity is available to meet foreseeable needs through the preparation of short and long term forecasts. Further details of the Directors' going concern assessment are set out in note 1.

 

The Company had loans of £262,500 at 31 December 2024 (2023 (restated): £24,951).

 

Capital risk management

The Company's objective when managing capital is to establish and maintain a capital structure that safeguards the Company as a going concern and provides a return to shareholders.

 

22.   RELATED PARTY DISCLOSURES

 

As at 31 December 2024 all fees complied with directors' contractual obligations and were paid up to date. Details of directors' remuneration are set out in the Directors' report.

 

In 2024 the Company obtained key management personnel services of £58,750 (2023: £35,000) from companies controlled by directors of the Company.

 

On 31 October 2024 the Company issued convertible loan notes of £200,000 to Zen Ventures Limited and, as a result, Zen Ventures Limited and its controlling party are considered to have significant influence over the Company. At 31 December 2024 a total of £262,500 was owing to Zen Ventures Limited (2023: £nil) comprising convertible loan notes of £200,000 and a repayable on demand loan of £62,500.

 

23.   CAPITAL COMMITMENTS

 

The Company had no capital commitments at 31 December 2024 or 31 December 2023.

 

24.   SUBSEQUENT EVENTS

 

On 27 January 2025 Paul Elliott was appointed as Executive Chairman and Pankaj Rajani was appointed as a Non-Executive Director. On 27 February 2025 James Leahy resigned as Chairman and Michael Rowan resigned as Chief Executive Officer. On 28 March 2025 Michael Rowan resigned as director.

 

On 27 February 2025 the Company's Ordinary Shares were subdivided into one new Ordinary Share and nine new Deferred Shares for each existing Ordinary Share. This subdivision did not alter the number of Ordinary Shares in issue or the total nominal value of the Company's issued share capital.

 

In April 2025 the Company issued £200,000 of unsecured convertible loan notes to Wager Holdings Limited pursuant to a new convertible loan note instrument executed on 17 April 2025. This instrument created £500,000 of new unsecured interest free convertible loan notes which are redeemable on or before 31 December 2025 or, at the option of the holder, convertible into new Ordinary Shares in the Company.

 

25.   ULTIMATE CONTROLLING PARTY

 

The Company has no overall controlling party.