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1
GENERAL INFORMATION
\u00a0
Pineapple Power Corporation Plc (the \u201cCompany\u201d) looks to identify potential companies, businesses or asset(s) that will increase shareholder value.
\u00a0
The Company is domiciled in the United Kingdom and incorporated and registered in England and Wales as a public limited company. The Company's registered office is Studio 16, Cloisters House, 8 Battersea Park Road, London SW8 4BG. The Company's registered number is 09081452.
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2
BASIS OF PREPARATION
\u00a0
2.1
\u00a0
The Financial Statements of the Company have been prepared in accordance with UK-adopted international accounting standards and the Companies Act 2006.
\u00a0
The Financial Statements have been prepared under the historical cost convention. The principal accounting policies are set out below and have, unless otherwise stated, been applied consistently for all periods presented in these Financial Statements. The Financial Statements are prepared in pounds Sterling and presented to the nearest pound.
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2
BASIS OF PREPARATION
\u00a0
2.1
\u00a0
The Financial Statements of the Company have been prepared in accordance with UK-adopted international accounting standards and the Companies Act 2006.
\u00a0
The Financial Statements have been prepared under the historical cost convention. The principal accounting policies are set out below and have, unless otherwise stated, been applied consistently for all periods presented in these Financial Statements. The Financial Statements are prepared in pounds Sterling and presented to the nearest pound.
2.2
Going concern
\u00a0
The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future.
\u00a0
The Company had a net cash outflow for the year of \u00a3169,542 (2023 outflow: \u00a3126,356) and at 31 December 2024 had cash and cash equivalents balance of \u00a319,994 (2023: \u00a3189,536).
\u00a0
The Company has no revenue but has cash resources to finance activities whilst it raises further funds. The Company is aware that further funding is required to cover the costs of the forthcoming RTO. The Company has signed an Engagement letter with First Equity to act as Placing Agent on the proposed placing to raise up to \u00a3500,000 in Convertible Loan Notes. This is being undertaken but has not yet been completed as at the date of this report. The Board has factored this within its cash flow forecast and has assessed and concluded that there will be sufficient headroom to support the Company's working capital requirements. Accordingly, the Board believes it appropriate to adopt the going concern basis in the approval of the financial statements.
2.3
Standards, amendments and interpretations to existing standards that are effective and adopted and those in issue but not yet effective
\u00a0
The Company has applied the following standards and amendments for the first time for its annual reporting period commencing 1 January 2024:
\u00a0
\u2022
Presentation of Financial Statements. Classification of Liabilities as Current or Non-current - Amendments to IAS 1;
\u2022
Lease Liability in a Sale and Leaseback - Amendments to IFRS 16 and Leases;
\u2022
Presentation of Financial Statements: Non-current Liabilities with Covenants - Amendments to IAS
\u00a0
Standards in issue but not yet effective - The effective date of the below standards is 1 January 2025.
\u00a0
\u2022
Lack of Exchangeability - Amendments to IAS 21;
\u2022
Presentation and Disclosure in Financial Statements - IFRS 18.
\u00a0
The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.
2.4
Fixed Assets
\u00a0
Owned Assets
Items of office and computer equipment are stated at cost or deemed cost less accumulated depreciation and any impairment losses.
\u00a0
Depreciation
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of the item of office equipment. The estimated useful lives are as follows:
\u00a0
Office and computer equipment
3 - 4 years
\u00a0
\u00a0
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each financial year.
2.5
Foreign currency translation
\u00a0
The financial information is presented in Sterling which is the Company's functional and presentational currency. Transactions in currencies other than the functional currency are recognised at the rates of exchange on the dates of the transactions. At each balance sheet date, monetary assets and liabilities are retranslated at the rates prevailing at the balance sheet date with differences recognised in the Statement of comprehensive income in the period in which they arise.
2.6
Financial instruments Initial recognition
\u00a0
A financial asset or financial liability is recognised in the statement of financial position of the Company when it arises or when the Company becomes part of the contractual terms of the financial instrument.
\u00a0
Classification
\u00a0
Financial assets at amortised cost
\u00a0
The Company measures financial assets at amortised cost if both of the following conditions are met:
\u00a0
1.
the asset is held within a business model whose objective is to collect contractual cashflows; and
2.
the contractual terms of the financial asset generating cash flows at specified dates only pertain to capital and interest payments on the balance of the initial capital.
\u00a0
Financial assets which are measured at amortised cost, are measured using the Effective Interest Rate Method (EIR) and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
Financial liabilities at amortised cost
\u00a0
Financial liabilities measured at amortised cost using the effective interest rate method include current borrowings and trade and other payables that are short term in nature. Financial liabilities are derecognised if the Company's obligations specified in the contract expire or are discharged or cancelled.
\u00a0
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate (\u201cEIR\u201d). The EIR amortisation is included as finance costs in profit or loss. Trade payables other payables are non-interest bearing and are stated at amortised cost using the effective interest method.
Derecognition
\u00a0
A financial asset is derecognised when:
\u00a0
1.
the rights to receive cash flows from the asset have expired, or
\u00a0
\u00a0
2.
the Company has transferred its rights to receive cash flows from the asset or has undertaken the commitment to fully pay the cash flows received without significant delay to a third party under an arrangement and has either:
\u00a0
\u00a0
a)
transferred substantially all the risks and the assets of the asset or
\u00a0
b)
has neither transferred nor held substantially all the risks and estimates of the asset but has transferred the control of the asset.
Impairment
\u00a0
The Company recognises a provision for impairment for expected credit losses regarding all financial assets. Expected credit losses are based on the balance between all the payable contractual cash flows and all discounted cash flows that the Company expects to receive. Regarding trade receivables, the Company applies the IFRS 9 simplified approach in order to calculate expected credit losses. Therefore, at every reporting date, provision for losses regarding a financial instrument is measured at an amount equal to the expected credit losses over its lifetime without monitoring changes in credit risk. To measure expected credit losses, trade receivables and contract assets have been grouped based on shared risk characteristics.
Trade and other receivables
\u00a0
Trade and other receivables are initially recognised at fair value when related amounts are invoiced then carried at this amount less any allowances for doubtful debts or provision made for impairment of these receivables.
Cash and cash equivalents
\u00a0
Cash and cash equivalents comprise cash at bank and in hand and are subject to an insignificant risk of changes in value.
Trade payables
\u00a0
These financial liabilities are all non-interest bearing and are initially recognised at the fair value of the consideration payable.
2.7
Equity
\u00a0
Share capital is determined using the nominal value of shares that have been issued.
\u00a0
The Share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the Share premium account, net of any related income tax benefits.
\u00a0
Equity-settled share-based payments are credited to a share-based payment reserve as a component of equity until related options or warrants are exercised or lapse.
Retained losses includes all current and prior period results as disclosed in the income statement.
2.8
Share-based payments
\u00a0
On 20 February 2023, a total of 6,750,000 Options were awarded to Directors and Advisors involved in the continuing advancement of the Company's goal to complete a reverse take-over transaction in the renewable energy sector.
\u00a0
The Options have an exercise price of 3p per Ordinary Share. The Options vest and are exercisable 6 months from the date of grant and expire in two years from the date of grant. The Options granted represent in aggregate 8.1 per cent of the Company's current issued share capital.
The Options have been granted in the amounts set out below:
\u00a0
\u00a0
Name
Position Held
No. of Options granted
\u00a0
Claudio Morandi
Non-executive Director
1,250,000
\u00a0
Andrew Holland
Non-executive Director
1,250,000
\u00a0
Clive de Larrabeiti
Corporate Finance Advisor
1,250,000
\u00a0
Peter Mills
Corporate Administrator
1,250,000
\u00a0
Graham Cooley
Corporate Advisor
1,250,000
\u00a0
Richard Offer
Corporate Finance Advisor
500,000
\u00a0
\u00a0
\u00a0
6,750,000
\u00a0
Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at date of grant. The fair value so determined is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the number of shares that will eventually vest and adjusted for the effect of non- market based vesting conditions. Fair value is measured using the Black Scholes pricing model. The key assumption used in the model have been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
2.9
Taxation
\u00a0
Tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the income statement because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
\u00a0
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability 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.
\u00a0
Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of 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.
\u00a0
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
\u00a0
The carrying amount of deferred tax assets is reviewed at each balance sheet 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.
\u00a0
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. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
\u00a0
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
2.10
Critical accounting judgements and key sources of estimation uncertainty
\u00a0
In the process of applying the entity's accounting policies, management makes estimates and assumptions that have an effect on the amounts recognised in the financial information. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates. Apart from share warrants and options discussed in note 2.8 the Directors consider that there are no other critical accounting judgements or key sources of estimation uncertainly relating to the financial information of the Company.
2.11
Loss per share
\u00a0
Basic loss per share is calculated as the loss attributable to equity holders of the parent for the period, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares.
2.12
Segmental reporting
\u00a0
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker.
\u00a0
The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board as a whole.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_StatementOfIFRSCompliance_D116960156_CY": { "value": "
The Financial Statements of the Company have been prepared in accordance with UK-adopted international accounting standards and the Companies Act 2006.
", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfGoingConcernExplanatory_E62_CY": { "value": "
2.2
Going concern
\u00a0
The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future.
\u00a0
The Company had a net cash outflow for the year of \u00a3169,542 (2023 outflow: \u00a3126,356) and at 31 December 2024 had cash and cash equivalents balance of \u00a319,994 (2023: \u00a3189,536).
\u00a0
The Company has no revenue but has cash resources to finance activities whilst it raises further funds. The Company is aware that further funding is required to cover the costs of the forthcoming RTO. The Company has signed an Engagement letter with First Equity to act as Placing Agent on the proposed placing to raise up to \u00a3500,000 in Convertible Loan Notes. This is being undertaken but has not yet been completed as at the date of this report. The Board has factored this within its cash flow forecast and has assessed and concluded that there will be sufficient headroom to support the Company's working capital requirements. Accordingly, the Board believes it appropriate to adopt the going concern basis in the approval of the financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_ExplanationOfNotAppliedNewStandardsOrInterpretations_D1505890674_CY": { "value": "2.3Standards, amendments and interpretations to existing standards that are effective and adopted and those in issue but not yet effective\u00a0The Company has applied the following standards and amendments for the first time for its annual reporting period commencing 1 January 2024:\u00a0\u2022Presentation of Financial Statements. Classification of Liabilities as Current or Non-current - Amendments to IAS 1;\u2022Lease Liability in a Sale and Leaseback - Amendments to IFRS 16 and Leases;\u2022Presentation of Financial Statements: Non-current Liabilities with Covenants - Amendments to IAS\u00a0Standards in issue but not yet effective - The effective date of the below standards is 1 January 2025.\u00a0\u2022Lack of Exchangeability - Amendments to IAS 21;\u2022Presentation and Disclosure in Financial Statements - IFRS 18.\u00a0The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.", "dimensions": { "concept": "ifrs-full:ExplanationOfNotAppliedNewStandardsOrInterpretations", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory_E73_CY": { "value": "
2.4
Fixed Assets
\u00a0
Owned Assets
Items of office and computer equipment are stated at cost or deemed cost less accumulated depreciation and any impairment losses.
\u00a0
Depreciation
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of the item of office equipment. The estimated useful lives are as follows:
\u00a0
Office and computer equipment
3 - 4 years
\u00a0
\u00a0
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each financial year.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory_E18_CY": { "value": "
Depreciation
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of the item of office equipment. The estimated useful lives are as follows:
\u00a0
Office and computer equipment
3 - 4 years
\u00a0
\u00a0
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each financial year.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory_E42_CY": { "value": "
2.5
Foreign currency translation
\u00a0
The financial information is presented in Sterling which is the Company's functional and presentational currency. Transactions in currencies other than the functional currency are recognised at the rates of exchange on the dates of the transactions. At each balance sheet date, monetary assets and liabilities are retranslated at the rates prevailing at the balance sheet date with differences recognised in the Statement of comprehensive income in the period in which they arise.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory_E39_CY": { "value": "
2.6
Financial instruments Initial recognition
\u00a0
A financial asset or financial liability is recognised in the statement of financial position of the Company when it arises or when the Company becomes part of the contractual terms of the financial instrument.
\u00a0
Classification
\u00a0
Financial assets at amortised cost
\u00a0
The Company measures financial assets at amortised cost if both of the following conditions are met:
\u00a0
1.
the asset is held within a business model whose objective is to collect contractual cashflows; and
2.
the contractual terms of the financial asset generating cash flows at specified dates only pertain to capital and interest payments on the balance of the initial capital.
\u00a0
Financial assets which are measured at amortised cost, are measured using the Effective Interest Rate Method (EIR) and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
Financial liabilities at amortised cost
\u00a0
Financial liabilities measured at amortised cost using the effective interest rate method include current borrowings and trade and other payables that are short term in nature. Financial liabilities are derecognised if the Company's obligations specified in the contract expire or are discharged or cancelled.
\u00a0
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate (\u201cEIR\u201d). The EIR amortisation is included as finance costs in profit or loss. Trade payables other payables are non-interest bearing and are stated at amortised cost using the effective interest method.
Derecognition
\u00a0
A financial asset is derecognised when:
\u00a0
1.
the rights to receive cash flows from the asset have expired, or
\u00a0
\u00a0
2.
the Company has transferred its rights to receive cash flows from the asset or has undertaken the commitment to fully pay the cash flows received without significant delay to a third party under an arrangement and has either:
\u00a0
\u00a0
a)
transferred substantially all the risks and the assets of the asset or
\u00a0
b)
has neither transferred nor held substantially all the risks and estimates of the asset but has transferred the control of the asset.
\u00a0
Impairment
\u00a0
The Company recognises a provision for impairment for expected credit losses regarding all financial assets. Expected credit losses are based on the balance between all the payable contractual cash flows and all discounted cash flows that the Company expects to receive. Regarding trade receivables, the Company applies the IFRS 9 simplified approach in order to calculate expected credit losses. Therefore, at every reporting date, provision for losses regarding a financial instrument is measured at an amount equal to the expected credit losses over its lifetime without monitoring changes in credit risk. To measure expected credit losses, trade receivables and contract assets have been grouped based on shared risk characteristics.
Trade and other receivables
\u00a0
Trade and other receivables are initially recognised at fair value when related amounts are invoiced then carried at this amount less any allowances for doubtful debts or provision made for impairment of these receivables.
\u00a0
Cash and cash equivalents
\u00a0
Cash and cash equivalents comprise cash at bank and in hand and are subject to an insignificant risk of changes in value.
\u00a0
Trade payables
\u00a0
These financial liabilities are all non-interest bearing and are initially recognised at the fair value of the consideration payable.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory_E49_CY": { "value": "
Derecognition
\u00a0
A financial asset is derecognised when:
\u00a0
1.
the rights to receive cash flows from the asset have expired, or
\u00a0
\u00a0
2.
the Company has transferred its rights to receive cash flows from the asset or has undertaken the commitment to fully pay the cash flows received without significant delay to a third party under an arrangement and has either:
\u00a0
\u00a0
a)
transferred substantially all the risks and the assets of the asset or
\u00a0
b)
has neither transferred nor held substantially all the risks and estimates of the asset but has transferred the control of the asset.
\u00a0
Impairment
\u00a0
The Company recognises a provision for impairment for expected credit losses regarding all financial assets. Expected credit losses are based on the balance between all the payable contractual cash flows and all discounted cash flows that the Company expects to receive. Regarding trade receivables, the Company applies the IFRS 9 simplified approach in order to calculate expected credit losses. Therefore, at every reporting date, provision for losses regarding a financial instrument is measured at an amount equal to the expected credit losses over its lifetime without monitoring changes in credit risk. To measure expected credit losses, trade receivables and contract assets have been grouped based on shared risk characteristics.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory_E92_CY": { "value": "
Trade and other receivables
\u00a0
Trade and other receivables are initially recognised at fair value when related amounts are invoiced then carried at this amount less any allowances for doubtful debts or provision made for impairment of these receivables.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents_E22_CY": { "value": "
Cash and cash equivalents
\u00a0
Cash and cash equivalents comprise cash at bank and in hand and are subject to an insignificant risk of changes in value.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory_E91_CY": { "value": "
Trade payables
\u00a0
These financial liabilities are all non-interest bearing and are initially recognised at the fair value of the consideration payable.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForIssuedCapitalExplanatory_E55_CY": { "value": "
2.7
Equity
\u00a0
Share capital is determined using the nominal value of shares that have been issued.
\u00a0
The Share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the Share premium account, net of any related income tax benefits.
\u00a0
Equity-settled share-based payments are credited to a share-based payment reserve as a component of equity until related options or warrants are exercised or lapse.
Retained losses includes all current and prior period results as disclosed in the income statement.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory_E86_CY": { "value": "
2.8
Share-based payments
\u00a0
On 20 February 2023, a total of 6,750,000 Options were awarded to Directors and Advisors involved in the continuing advancement of the Company's goal to complete a reverse take-over transaction in the renewable energy sector.
\u00a0
The Options have an exercise price of 3p per Ordinary Share. The Options vest and are exercisable 6 months from the date of grant and expire in two years from the date of grant. The Options granted represent in aggregate 8.1 per cent of the Company's current issued share capital.
The Options have been granted in the amounts set out below:
\u00a0
\u00a0
Name
Position Held
No. of Options granted
\u00a0
Claudio Morandi
Non-executive Director
1,250,000
\u00a0
Andrew Holland
Non-executive Director
1,250,000
\u00a0
Clive de Larrabeiti
Corporate Finance Advisor
1,250,000
\u00a0
Peter Mills
Corporate Administrator
1,250,000
\u00a0
Graham Cooley
Corporate Advisor
1,250,000
\u00a0
Richard Offer
Corporate Finance Advisor
500,000
\u00a0
\u00a0
\u00a0
6,750,000
\u00a0
Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at date of grant. The fair value so determined is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the number of shares that will eventually vest and adjusted for the effect of non- market based vesting conditions. Fair value is measured using the Black Scholes pricing model. The key assumption used in the model have been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForIncomeTaxExplanatory_E52_CY": { "value": "
2.9
Taxation
\u00a0
Tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the income statement because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
\u00a0
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability 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.
\u00a0
Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of 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.
\u00a0
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
\u00a0
The carrying amount of deferred tax assets is reviewed at each balance sheet 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.
\u00a0
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. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
\u00a0
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory_E17_CY": { "value": "
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability 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.
\u00a0
Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of 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.
\u00a0
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
\u00a0
The carrying amount of deferred tax assets is reviewed at each balance sheet 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.
\u00a0
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. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
\u00a0
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfAccountingJudgementsAndEstimatesExplanatory_D1138114882_CY": { "value": "
2.10
Critical accounting judgements and key sources of estimation uncertainty
\u00a0
In the process of applying the entity's accounting policies, management makes estimates and assumptions that have an effect on the amounts recognised in the financial information. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates. Apart from share warrants and options discussed in note 2.8 the Directors consider that there are no other critical accounting judgements or key sources of estimation uncertainly relating to the financial information of the Company.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForEarningsPerShareExplanatory_E26_CY": { "value": "
2.11
Loss per share
\u00a0
Basic loss per share is calculated as the loss attributable to equity holders of the parent for the period, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForSegmentReportingExplanatory_E84_CY": { "value": "
2.12
Segmental reporting
\u00a0
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker.
\u00a0
The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board as a whole.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfEntitysReportableSegmentsExplanatory_E41_CY": { "value": "
3.
SEGMENT REPORTING
\u00a0
As identifying and assessing investment projects is the only activity the Company is involved in and is therefore considered as the only operating/reporting segment. Therefore, the financial information of the single segment is the same a set out in the statement of comprehensive income and statement of financial position.
\u00a0
", "dimensions": { "concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfProfitLossFromOperatingActivitiesExplanatory_E109_CY": { "value": "
4.
OPERATING LOSS
\u00a0
This is stated after charging:
\u00a0
\u00a0
\u00a0
\u00a0
2024
2023
\u00a0
\u00a0
\u00a3
\u00a3
\u00a0
Auditor's remuneration
\u00a0
\u00a0
\u00a0
audit of the Company
42,000
48 ,000
\u00a0
Directors' remuneration
48,000
48,000
\u00a0
Operating expenses
268,349
414,417
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
358,349
510,417
", "dimensions": { "concept": "ifrs-full:DisclosureOfProfitLossFromOperatingActivitiesExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfOtherOperatingExpenseExplanatory_E104_CY": { "value": "
5.
OPERATING EXPENSES
\u00a0
\u00a0
\u00a0
2024
2023
\u00a0
\u00a0
\u00a3
\u00a3
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
Broker fees
26,400
48,600
\u00a0
Transaction costs RTO
-
20,400
\u00a0
Legal fees
10,645
47,460
\u00a0
Consultancy fees
180,000
171,140
\u00a0
Listing fees
31,712
61,205
\u00a0
Share option expense
-
46,142
\u00a0
PR & media
500
3,688
\u00a0
Other expenditure
19,092
15,782
\u00a0
\u00a0
268,349
414,417
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingExpenseExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfExpensesExplanatory_E43_CY": { "value": "
6.
AUDITOR'S REMUNERATION
\u00a0
\u00a0
2024
\u00a0
2023
\u00a0
\u00a3
\u00a0
\u00a3
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
Fees payable to the Company's current auditor:
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
audit of the Company's financial statements
38,400
\u00a0
36,000
\u00a0
\u00a0
\u00a0
\u00a0
additional audit relating to previous year
3,600
\u00a0
12,000
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
42,000
\u00a0
48,000
", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfAuditorsRemunerationExplanatory_E7_CY": { "value": "
6.
AUDITOR'S REMUNERATION
\u00a0
\u00a0
2024
\u00a0
2023
\u00a0
\u00a3
\u00a0
\u00a3
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
Fees payable to the Company's current auditor:
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
audit of the Company's financial statements
38,400
\u00a0
36,000
\u00a0
\u00a0
\u00a0
\u00a0
additional audit relating to previous year
3,600
\u00a0
12,000
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
42,000
\u00a0
48,000
", "dimensions": { "concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfIncomeTaxExplanatory_E67_CY": { "value": "
7.
TAXATION
\u00a0
\u00a0
2024
\u00a0
2023
\u00a0
\u00a3
\u00a0
\u00a3
The charge / credit for the year is made up as follows:
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
Current tax
-
\u00a0
-
\u00a0
\u00a0
\u00a0
\u00a0
Deferred tax
-
\u00a0
-
Taxation charge / credit for the year
-
\u00a0
-
\u00a0
\u00a0
\u00a0
\u00a0
A reconciliation of the tax charge / credit appearing
\u00a0
\u00a0
\u00a0
in the income statement to the tax that would
\u00a0
\u00a0
\u00a0
result from applying the standard rate of tax to the
\u00a0
\u00a0
\u00a0
results for the year is:
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
Loss per accounts
(356,589)
\u00a0
(510,417)
Tax credit at the standard rate of corporation tax in
the UK of 19%* (2023: 19%)
(67,752)
\u00a0
(96,979)
Impact of costs disallowed for tax purposes
223
\u00a0
5,582
Impact of unrelieved tax losses carried forward
67,529
\u00a0
91,397
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
-
\u00a0
-
\u00a0
Estimated tax losses of \u00a3 2,140,445 (2023: \u00a31,785,033) are available for relief against future profits.
\u00a0
*Factors affecting the future tax charge
\u00a0
The standard rate of corporation tax in the UK is 25% from 1 April 2023 and a new 19% small profits rate of corporation tax was introduced for companies whose profits do not exceed 50,000 pounds. Accordingly, the Company's effective tax rate for the period was 19% (2023: 19%).
", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfEarningsPerShareExplanatory_E38_CY": { "value": "
8.
LOSS PER SHARE
\u00a0
The calculation of the loss per share is based on the loss for the financial period after taxation of \u00a3356,589 (2023: loss \u00a3510,417) and on the weighted average of 83,332,878 (2023: 80,743,837) ordinary shares in issue during the period.
\u00a0
There are no options outstanding at 31 December 2024. Consequently, there is no diluted loss per share to report for the period.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfPropertyPlantAndEquipmentExplanatory_E110_CY": { "value": "
9.
OFFICE & COMPUTER EQUIPMENT
\u00a0
\u00a0
2024
\u00a0
\u00a0
\u00a3
\u00a0
Cost
\u00a0
\u00a0
Balance at 31 December 2023
1,818
\u00a0
\u00a0
\u00a0
\u00a0
Balance at 31 December 2024
1,818
\u00a0
\u00a0
\u00a0
\u00a0
Depreciation
\u00a0
\u00a0
Balance at 31 December 2023
1,767
\u00a0
\u00a0
\u00a0
\u00a0
Charge for the year
51
\u00a0
\u00a0
\u00a0
\u00a0
Balance at 31 December 2024
1,818
\u00a0
\u00a0
\u00a0
\u00a0
Net Book Value
\u00a0
\u00a0
At 31 December 2023
51
\u00a0
\u00a0
\u00a0
\u00a0
At 31 December 2024
-
\u00a0
", "dimensions": { "concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfTradeAndOtherReceivablesExplanatory_E130_CY": { "value": "
10.
PREPAYMENTS AND OTHER RECEIVABLES
\u00a0
\u00a0
2024
\u00a0
2023
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a3
\u00a0
\u00a3
\u00a0
\u00a0
\u00a0
\u00a0
Prepayments
625
\u00a0
6,114
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
625
\u00a0
6,114
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfPrepaymentsAndOtherAssetsExplanatory_E108_CY": { "value": "
10.
PREPAYMENTS AND OTHER RECEIVABLES
\u00a0
\u00a0
2024
\u00a0
2023
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a3
\u00a0
\u00a3
\u00a0
\u00a0
\u00a0
\u00a0
Prepayments
625
\u00a0
6,114
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
625
\u00a0
6,114
", "dimensions": { "concept": "ifrs-full:DisclosureOfPrepaymentsAndOtherAssetsExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfCashAndCashEquivalentsExplanatory_E17_CY": { "value": "
11.
CASH AND CASH EQUIVALENTS
\u00a0
\u00a0
2024
\u00a0
2023
\u00a0
\u00a3
\u00a0
\u00a3
\u00a0
\u00a0
\u00a0
\u00a0
Cash at bank
19,994
\u00a0
189,536
\u00a0
19,994
\u00a0
189,536
\u00a0
Cash at bank comprises balances held by the Company in current bank accounts.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfTradeAndOtherPayablesExplanatory_E129_CY": { "value": "
12.
TRADE & OTHER PAYABLES
\u00a0
\u00a0
2024
2023
\u00a0
\u00a3
\u00a3
\u00a0
\u00a0
\u00a0
Trade payables
17,671
16,064
Loan from related party
12,500
-
Accruals and other payables
203,400
36,000
\u00a0
233,571
52,064
\u00a0
Trade payables and accruals principally comprise amounts outstanding for trade purchases and continuing costs. The Directors consider that the carrying value amount of trade and other payables approximates to their fair value. Refer Note 19. An unsecured, non-interest bearing loan to the company was made from a shareholder.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfAccruedExpensesAndOtherLiabilitiesExplanatory_E4_CY": { "value": "
12.
TRADE & OTHER PAYABLES
\u00a0
\u00a0
2024
2023
\u00a0
\u00a3
\u00a3
\u00a0
\u00a0
\u00a0
Trade payables
17,671
16,064
Loan from related party
12,500
-
Accruals and other payables
203,400
36,000
\u00a0
233,571
52,064
\u00a0
Trade payables and accruals principally comprise amounts outstanding for trade purchases and continuing costs. The Directors consider that the carrying value amount of trade and other payables approximates to their fair value. Refer Note 19. An unsecured, non-interest bearing loan to the company was made from a shareholder.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccruedExpensesAndOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfDeferredTaxesExplanatory_E31_CY": { "value": "
13.
DEFERRED TAXATION
\u00a0
No deferred tax asset has been recognised by the Company due to the uncertainty of generating sufficient future profits and tax liability against which to offset the tax losses. Note 7 above sets out the estimated tax losses carried forward.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfIssuedCapitalExplanatory_E84_CY": { "value": "
14.
SHARE CAPITAL / SHARE PREMIUM
\u00a0
\u00a0
Number of shares
\u00a0
Share
\u00a0
\u00a0
on issue
Share capital
premium
Total
\u00a0
\u00a3
\u00a3
\u00a3
\u00a3
Balance as at 1 January 2023
71,666,211
716,662
1,032,669
1,749,331
Issue of new shares
11,666,667
116,667
233,333
350,000
Transaction Costs
-
-
(15,620)
(15,620)
Balance as at 31 December 2023
83,332,878
833,329
1,250,382
2,083,711
Balance as at 31 December 2024
83,332,878
833,329
1,250,382
2,083,711
\u00a0
The Company has only one class of share. All ordinary shares have a par value of 1p, are fully paid and authorised, have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital
", "dimensions": { "concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory_E124_CY": { "value": "
14.
SHARE CAPITAL / SHARE PREMIUM
\u00a0
\u00a0
Number of shares
\u00a0
Share
\u00a0
\u00a0
on issue
Share capital
premium
Total
\u00a0
\u00a3
\u00a3
\u00a3
\u00a3
Balance as at 1 January 2023
71,666,211
716,662
1,032,669
1,749,331
Issue of new shares
11,666,667
116,667
233,333
350,000
Transaction Costs
-
-
(15,620)
(15,620)
Balance as at 31 December 2023
83,332,878
833,329
1,250,382
2,083,711
Balance as at 31 December 2024
83,332,878
833,329
1,250,382
2,083,711
\u00a0
The Company has only one class of share. All ordinary shares have a par value of 1p, are fully paid and authorised, have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital
", "dimensions": { "concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfSharebasedPaymentArrangementsExplanatory_E125_CY": { "value": "
15.
SHARE BASED PAYMENT RESERVE
\u00a0
\u00a0
2024
2023
\u00a0
\u00a0
\u00a3
\u00a3
\u00a0
At 1 January 2024
46,142
168,240
\u00a0
Expiration of Options & Warrants
-
(168,240)
\u00a0
Fair value of options granted during the year
-
46,142
\u00a0
At 31 December 2024
46,142
46,142
\u00a0
\u00a0
The Company determines the fair value of its share options granted using a model based on the Black- Scholes-Merton methodology. In determining the fair value of its share options granted, the Company made the following assumptions.
\u00a0
Grant date
Share
Exercise
Expected.
Expected
Expected
Risk free
Fair Value
\u00a0
\u00a0
Price
Price
Option Life
Volatility
Dividend
Interest
at date of
\u00a0
\u00a0
\u00a0
\u00a0
Years
\u00a0
Yield
Rate
Grant
\u00a0
2023
2.5p
3p
2
45.6%
0%
3.788%
0.05356p
\u00a0
\u00a0
Expected volatility was determined by reference to historical share price over a period of two years which is in line with the expected option life of the share option.
\u00a0
Subsequent changes in market conditions do not impact the amount charged to the statement of comprehensive income. Expected volatility was determined by reference to historical experience.
\u00a0
The Company did not issue any options or warrants in the current year.
\u00a0
On 20 February 2023, the Company issued 6,750,000 options to Directors and Advisors. These options expired on 19 February 2025.
\u00a0
As at 31 December 2024 there were 6,750,000 options outstanding and 29 April 2025, there were 0 options outstanding.
\u00a0
Details of the options outstanding are as follows:
\u00a0
\u00a0
\u00a0
\u00a0
Number
Exercise
Issued
Exercisable from
Expiry date
outstanding
price
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
20 February 2023
6 months from date of grant
19 February 2025
6,750,000
\u00a30.03
\u00a0
The market price of the shares at year end was \u00a30.0274 per share. The shares were suspended from trading for the whole of the year at \u00a30.0274.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfCommitmentsExplanatory_E23_CY": { "value": "
16.
CAPITAL COMMITMENTS
\u00a0
There were no capital commitments at 31 December 2023 and 31 December 2024.
18.
COMMITMENTS UNDER OPERATING LEASES
\u00a0
There were no commitments under operating leases at 31 December 2023 and 31 December 2024.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfContingentLiabilitiesExplanatory_E25_CY": { "value": "
17.
CONTINGENT LIABILITIES
\u00a0
There were no contingent liabilities at 31 December 2023 and 31 December 2024.
", "dimensions": { "concept": "ifrs-full:DisclosureOfContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfFinancialInstrumentsExplanatory_E53_CY": { "value": "
19.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
\u00a0
The Company's financial instruments comprise primarily cash and various items such as trade debtors and trade payables which arise directly from operations. The main purpose of these financial instruments is to provide working capital for the Company's operations. The Company does not utilise complex financial instruments or hedging mechanisms.
\u00a0
Financial assets by category
\u00a0
\u00a0
2024
\u00a0
2023
\u00a0
\u00a3
\u00a0
\u00a3
\u00a0
\u00a0
\u00a0
\u00a0
Current Assets:
\u00a0
\u00a0
\u00a0
Other receivables (excluding prepayments)
-
\u00a0
-
Cash and cash equivalents
19,994
\u00a0
189,526
\u00a0
\u00a0
\u00a0
\u00a0
Categorised as financial assets at amortised cost
19,994
\u00a0
189,526
\u00a0
Financial liabilities by category
\u00a0
\u00a0
2024
2023
\u00a0
\u00a3
\u00a3
Current Liabilities:
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
Trade and other payables
17,671
16,064
\u00a0
\u00a0
\u00a0
Categorised as financial liabilities measured at amortised cost
17,671
16,064
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfFinancialRiskManagementExplanatory_E58_CY": { "value": "
19.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
\u00a0
The Company's financial instruments comprise primarily cash and various items such as trade debtors and trade payables which arise directly from operations. The main purpose of these financial instruments is to provide working capital for the Company's operations. The Company does not utilise complex financial instruments or hedging mechanisms.
\u00a0
Financial assets by category
\u00a0
\u00a0
2024
\u00a0
2023
\u00a0
\u00a3
\u00a0
\u00a3
\u00a0
\u00a0
\u00a0
\u00a0
Current Assets:
\u00a0
\u00a0
\u00a0
Other receivables (excluding prepayments)
-
\u00a0
-
Cash and cash equivalents
19,994
\u00a0
189,526
\u00a0
\u00a0
\u00a0
\u00a0
Categorised as financial assets at amortised cost
19,994
\u00a0
189,526
\u00a0
Financial liabilities by category
\u00a0
\u00a0
2024
2023
\u00a0
\u00a3
\u00a3
Current Liabilities:
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
Trade and other payables
17,671
16,064
\u00a0
\u00a0
\u00a0
Categorised as financial liabilities measured at amortised cost
17,671
16,064
Credit risk
\u00a0
There is no exposure to credit risk at the reporting date given that the Company has no other financial assets other than cash and cash equivalents
\u00a0
Capital management
The Company considers its capital to be equal to the sum of its total equity. The Company monitors its capital using a number of key performance indicators including cash flow projections, working capital ratios, the cost to achieve development milestones and potential revenue from partnerships and ongoing licensing activities.
\u00a0
The Company's objective when managing its capital is to ensure it obtains sufficient funding for continuing as a going concern. The Company funds its capital requirements through the issue of new shares to investors.
\u00a0
Interest rate risk
The maximum exposure to interest rate risk at the reporting date by class of financial asset was:
\u00a0
\u00a0
2024
\u00a0
2023
\u00a0
\u00a3
\u00a0
\u00a3
\u00a0
\u00a0
\u00a0
\u00a0
Bank balances
19,994
\u00a0
189,536
\u00a0
The nature of the Company's activities and the basis of funding are such that the Company will have significant liquid resources. The Company will use these resources to meet the cost of operations.
\u00a0
The Company is not financially dependent on the income earned on these resources and therefore the risk of interest rate fluctuations is not significant to the business and the Directors have not performed a detailed sensitivity analysis.
\u00a0
Credit and liquidity risk
Credit risk is managed on a Company basis. Funds are deposited with financial institutions with a credit rating equivalent to, or above, the main UK clearing banks. The Company's liquid resources are invested having regard to the timing of payment to be made in the ordinary course of the Company's activities. All financial liabilities are payable in the short term (between 0 to 3 months) and the Company will maintain adequate bank balances to meet those liabilities once further funding has been obtained.
\u00a0
Currency risk
The Company operates in a global market with income and costs possibly arising in a number of currencies. All of the operating costs are incurred in \u00a3GBP. The Company does not hedge potential future income or costs, since the existence, quantum and timing of such transactions cannot be accurately predicted. The Company did not have foreign currency exposure at year end.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfCreditRiskExplanatory_E27_CY": { "value": "
Credit risk
\u00a0
There is no exposure to credit risk at the reporting date given that the Company has no other financial assets other than cash and cash equivalents
\u00a0
", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfMarketRiskExplanatory_E91_CY": { "value": "
Interest rate risk
The maximum exposure to interest rate risk at the reporting date by class of financial asset was:
\u00a0
\u00a0
2024
\u00a0
2023
\u00a0
\u00a3
\u00a0
\u00a3
\u00a0
\u00a0
\u00a0
\u00a0
Bank balances
19,994
\u00a0
189,536
\u00a0
The nature of the Company's activities and the basis of funding are such that the Company will have significant liquid resources. The Company will use these resources to meet the cost of operations.
\u00a0
The Company is not financially dependent on the income earned on these resources and therefore the risk of interest rate fluctuations is not significant to the business and the Directors have not performed a detailed sensitivity analysis.
Currency risk
The Company operates in a global market with income and costs possibly arising in a number of currencies. All of the operating costs are incurred in \u00a3GBP. The Company does not hedge potential future income or costs, since the existence, quantum and timing of such transactions cannot be accurately predicted. The Company did not have foreign currency exposure at year end.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMarketRiskExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfLiquidityRiskExplanatory_E88_CY": { "value": "
Credit and liquidity risk
Credit risk is managed on a Company basis. Funds are deposited with financial institutions with a credit rating equivalent to, or above, the main UK clearing banks. The Company's liquid resources are invested having regard to the timing of payment to be made in the ordinary course of the Company's activities. All financial liabilities are payable in the short term (between 0 to 3 months) and the Company will maintain adequate bank balances to meet those liabilities once further funding has been obtained.
", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfRelatedPartyExplanatory_E115_CY": { "value": "
20.
RELATED PARTY TRANSACTIONS
\u00a0
Loan
\u00a0
A loan of \u00a312,500 from a shareholder was made in March 2024. The loan is unsecured, interest free and is repayable on demand.
\u00a0
Consultancy Fees
\u00a0
Consultancy Fees were accrued to two shareholders during the year. The amounts outstanding at the year end were \u00a3142,000.
\u00a0
Key management personnel compensation
\u00a0
The Directors are considered to be key management personnel. Detailed remuneration disclosures are provided in the remuneration report on pages 12 - 13.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfEventsAfterReportingPeriodExplanatory_E42_CY": { "value": "
21.
EVENTS SUBSEQUENT TO YEAR END
\u00a0
On May 2, 2025, the Company announced that it had terminated the heads of terms agreement with FUSE- AI GmbH.
\u00a0
On May 2, 2025, the Company announced that it had entered into a non-binding heads of terms agreement with Buffalo Battery Metals PTY LTD (\u201cBuffalo\u201d or \u2018BBM\u201d), based in Perth, Australia, to acquire 100% of the outstanding shares in BBM in an all share transaction, subject to legal, financial and other due diligence and entry into an legally binding sale and purchase agreement (the \u2019\u2019Proposed Acquisition\u201d).
\u00a0
On May 5, 2025, the Company signed an Engagement letter with First Equity to act as Placing Agent on the proposed placing to raise up to \u00a3500,000 in Convertible Loan Notes and to act as Placing Agent and Corporate Broker for the proposed RTO with BBM.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:213800BTD7JL99MTGQ68", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } } } }