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"scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00", "unit": "iso4217:GBP" } }, "fact-428": { "value": "-1133000", "decimals": -3, "dimensions": { "concept": "ifrs-full:IncreaseDecreaseInCashAndCashEquivalentsBeforeEffectOfExchangeRateChanges", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00", "unit": "iso4217:GBP" } }, "fact-429": { "value": "-1000", "decimals": -3, "dimensions": { "concept": "ifrs-full:EffectOfExchangeRateChangesOnCashAndCashEquivalents", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00", "unit": "iso4217:GBP" } }, "fact-430": { "value": "-13000", "decimals": -3, "dimensions": { "concept": "ifrs-full:EffectOfExchangeRateChangesOnCashAndCashEquivalents", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00", "unit": "iso4217:GBP" } }, "fact-431": { "value": "581000", "decimals": -3, "dimensions": { "concept": "ifrs-full:CashAndCashEquivalentsIfDifferentFromStatementOfFinancialPosition", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00", "unit": "iso4217:GBP" } }, "fact-432": { "value": "1727000", "decimals": -3, "dimensions": { "concept": "ifrs-full:CashAndCashEquivalentsIfDifferentFromStatementOfFinancialPosition", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2022-01-01T00:00:00", "unit": "iso4217:GBP" } }, "fact-433": { "value": "5000", "decimals": -3, "dimensions": { "concept": "ifrs-full:CashAndCashEquivalentsIfDifferentFromStatementOfFinancialPosition", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2024-01-01T00:00:00", "unit": "iso4217:GBP" } }, "fact-434": { "value": "581000", "decimals": -3, "dimensions": { "concept": "ifrs-full:CashAndCashEquivalentsIfDifferentFromStatementOfFinancialPosition", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00", "unit": "iso4217:GBP" } }, "fact-2": { "value": "3274166000", "decimals": -3, "dimensions": { "concept": "supplymecapital:PrincipleValueOfConvertibleLoanNotes", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00", "unit": "iso4217:GBP" } }, "fact-443": { "value": "1 General information Supply@ME Capital plc is a public limited company incorporated in England and Wales. The address of its registered office is 27/28 Eastcastle Street, London, W1W 8DH, United Kingdom. Supply@ME Capital\u2019s shares are listed on the Standard List of the main market of the London Stock Exchange. These consolidated financial statements have been prepared in accordance with UK adopted International Accounting Standards. The financial statements of the Group, consisting of Supply@ ME Capital plc (the \u201cCompany\u201d) and its subsidiaries (the \u201cGroup\u201d), are presented in Pounds Sterling and all values are rounded to the nearest thousand pounds (\u00a3\u2019000) except when otherwise stated. These consolidated financial statements have been prepared in accordance with the accounting policies set out below, which have been consistently applied to all the years presented.", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-3": { "value": "Supply@ME Capital plc", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-435": { "value": "Supply@ME Capital plc", "dimensions": { "concept": "ifrs-full:NameOfParentEntity", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-4": { "value": "public limited company", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-5": { "value": "England and Wales", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-6": { "value": "27/28 Eastcastle Street, London, W1W 8DH, United Kingdom", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-488": { "value": "
These consolidated financial statements have been
prepared in accordance with UK adopted International
Accounting Standards.
", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-442": { "value": "
2 Accounting policies
Going concern
As at 31 December 2023 the Group had a cash and cash
equivalents balance from continuing operations of \u00a35,000
(31 December 2022: \u00a3257,000 cash and cash equivalents
from continuing operations, \u00a3324,000 cash and cash
equivalents from discontinued operations). The Group\u2019s
consolidated net current liabilities of \u00a32,691,000 as at 31
December 2023, compared to a consolidated net current
liability position of \u00a3828,000 as at 31 December 2022.
The Group has posted a total comprehensive loss for
the year ended 31 December 2023 of \u00a34,041,000 (2022:
comprehensive loss of \u00a310,417,000) and retained losses
as at 31 December 2023 were \u00a332,113,000 (31 December
2022: retained losses \u00a327,649,000).
Funding secured during 2023
During the year ended 31 December 2023, the Group
continued to source additional funding with the primary aim
of allowing it to meet its working capital and growth needs
as it focuses on scaling up the Group\u2019s business model
and the continued investment into the Group\u2019s Platform. In
sourcing this new funding, the focus has been on creating
a more stable source of Group funding. These new sources
of funding were announced in conjunction with the issue of
the 2022 Annual Report on 28 April 2023 and the interim
results for the six month period ended 30 June 2023 on 29
September 2023. These new sources of funding included:
> the subscription agreement with Venus Capital S.A. (\u201cVenus Capital\u201d) dated 28 April 2023 for the issue of the 4,500,000 new ordinary shares (the \u201cSubscription Shares\u201d) at \u00a30.0005 per Subscription Share (the \u201cSubscription Agreement\u201d). The issue of the Subscription Shares raised gross proceeds of \u00a32,250,000 during the first six months of the year (the \u201c2023 Venus Subscription\u201d); > the fixed term unsecured working capital loan agreement with The AvantGarde Group S.p.A (\u201cTAG\u201d), the Group\u2019s major shareholder, dated 28 April 2023 (the \u201cTAG Unsecured Working Capital facility\u201d), which was then amended on 30 June 2023 in conjunction with the finalisation of the disposal of the 81% stake in ownership of TradeFlow Capital Management Pte. Limited (\u201cTradeFlow\u201d) (the \u201cTradeFlow Restructuring\u201d). On 30 June 2023, the Company issued a draw down notice to TAG under the amended TAG Unsecured Working Facility for the full \u00a3800,000 of funding available under this facility. As at 31 December 2023, \u00a3250,000 had been received from TAG in respect of this facility. As set out in note 30, subsequent to 31 December 2023, and prior to the issue of these financial statements, the remaining \u00a3550,000 had been received from TAG. Additionally, on 26 March 2024, the Company and TAG signed a second deed of amendment agreement, which allowed the full outstanding amount of the amended TAG Unsecured Working Capital facility to be extinguished by the issue of 1,500,000,000 new ordinary shares issued to TAG on 28 March 2024; and > the top up unsecured shareholder loan agreement with TAG, dated 28 September 2023 (\u201cTAG Top-Up Shareholder Loan Agreement\u201d), details of which are set out below: a) The ability of the Company to draw down up to \u00a33.5 million in monthly instalments over the period to 30 June 2025; b) On a monthly basis the Board will assess (acting in good faith and in its sole and absolute discretion) if the Group\u2019s projected cash balance on the last business day of the coming calendar month will be less than \u00a3250,000 following the Group\u2019s scheduled balance of receipts and payments for the next month by reference to, inter alia, the Group\u2019s contracted receivables, revenues and payables due for receipt or payment in the next month, the Group\u2019s contracted fixed operating expenditure and/or capital expenditure due for payment in the next month, the cash inflows in the next month arising from any warrants that have been contractually exercised and any projected unrestricted cash amounts resulting from any contractually agreed alternative equity, debt or hybrid financing (including, but not limited to, pursuant to a pre-emptive offering of ordinary shares and a non-pre- emptive offering of ordinary shares) for such month; c) If the above assessment results in the Group\u2019s projected cash balance on the last business day of the coming calendar month being less than \u00a3250,000, the Company may draw down an amount under the TAG Top-Up Shareholder Loan Agreement which is no greater than the GBP amount to ensure that the Group\u2019s bank balances in the coming month shall be equal to \u00a3250,000; d) Repayment of any sum drawn down under the TAG Top-Up Shareholder Loan Agreement will be due five calendar years (calculated on the basis of a year of 360 days) from the date which funds are received by the Company subject to the relevant draw down request; and e) Any sums drawn down by the Company under the TAG Top-Up Unsecured Shareholder Loan will attract a non-compounding interest rate of 10% per annum, and any principal amount (excluding accrued interest) outstanding on a relevant due date shall attract a compounding rate of 15% per annum thereafter. Interest will be due to be paid annually on 31 March of each relevant calendar year. As at 31 December 2023, the Company had issued draw down notices to TAG for a total amount of \u00a3969,000 under the Top-Up Shareholder Loan Agreement, however the full amount of this draw down was outstanding. As set out in note 30, subsequent to 31 December 2023, and prior to the issue of these financial statements, the Company issued additional draw down notices under the Top-Up Shareholder Loan Agreement to the value of \u00a3779,000 and had received \u00a3nil from TAG in respect of this facility. In addition to the new sources of funding securing during 2023, which have been highlighted above, the Company completed the TradeFlow Restructuring on 30 June 2023 and the remaining cash proceeds that were due from the buyers of TradeFlow (the \u201cBuyers\u201d) as a result of this transaction was \u00a32,000,000. TAG assumed this \u00a32,000,000 obligation of the Buyers by way of a deed of novation also signed on 30 June 2023 (\u201cDeed of Novation\u201d) and in exchange received consideration TAG acquired 1,026,525,520 existing ordinary shares of nominal value \u00a30.00002 each in the capital of the Company from the Buyers. This \u00a32,000,000 was due in tranches and the final tranche was due to be payable by 31 January 2024. As at 31 December 2023, \u00a31,228,000 of the \u00a32,000,000 due under the Deed of Novation had been repaid by TAG to the Company. The payment had been received through a split of \u00a3771,000 in cash, \u00a3421,000 by way of formal debt novation agreements with specific suppliers whereby the debt held by the Group companies was novated to TAG with no recourse to the Group companies, and \u00a336,000 by way of offset
against amounts owed by the Group companies to TAG.
The Company is now charging a late fee to TAG calculated
at a compounding rate of 15% per annum on any amounts
of the instalments not transferred to the Company by the
relevant due date. As set out in note 30, subsequent to 31
December 2023, and prior to the issue of these financial
statements \u00a3655,000 of the \u00a3772,000 outstanding at 31
December 2023 was repaid through the combination of
cash payments and the offsetting of amounts due to TAG
from the Group, leaving a remaining balance of \u00a3117,000.
Taking into consideration the factors above and in order to
consider their assessment of the Group as a going concern,
the Directors have reviewed the forecast cash flows for
the next 12 months from approval of these consolidated
financial statements. The cash flow forecasts take into
account that the Group meets its day to day working capital
requirements through its available and committed cash
resources. The Directors have prepared the forecast using
their best estimates, information and judgement at this time,
including the receipt of cash that is contractually committed
under the TAG Top-Up Shareholder Loan Agreement. The
Directors have also considered the expected cash flows
arising from the use of the Group\u2019s innovative Platform to
facilitate Inventory Monetisation transactions. This reflects
the fact that the Directors expect the Group to continue
to prove the concept of its business model and to fully
operationalise in the near future following the progress
steps that have made to date.
Despite the facts outlined above, there continues to be an
absence of a historical recurring track record relating to
multiple Inventory Monetisation transactions being facilitated
by the Group\u2019s Platform and the Group being cash flow
positive. As such the Directors have prudently identified
uncertainty in the cash flow model. This uncertainty arises
with respect to both the future timing and growth rates of the
forecast cash flows arising from the Group\u2019s multiple Inventory
Monetisation revenue streams. In this regard, if these future
revenues are not secured as the Directors envisage, it is
possible that the Group will have a shortfall in cash and require
additional funding during the forecast period. In addition the
cash inflows arising from the TAG Top-Up Shareholder Loan
Agreement have not yet been fully received. These amounts
have been factored into the cash flow forecast in line with the
contractual commitments received from the counterparty and/
or the latest updates from TAG. As such, there is a risk that
these cash flows might not be received or might not reach
the Group in the time frame expected despite the contractual
commitment in place.
On the basis of the factors identified in the above paragraph,
the Directors believe there are material uncertainties
which may cast significant doubt upon the entities ability to
continue as a going concern.
The Directors do however remain confident in the business
model and believe the Group could be managed in a way to
allow it to meet its ongoing commitments and obligations
through mitigating actions including cost saving measures and
securing alternative sources of funding should this be required.
As such the Directors consider it appropriate to prepare
these annual consolidated financial statements on a going
concern basis and have not included the adjustments that
would result if the Company and Group were unable to
continue as a going concern.
Adjusted performance measures
Management believes that adjusted performance measures
provide meaningful information to the users of the accounts
on the operating performance of the business. Accordingly,
the adjusted measure of operating profit from continuing
operations excludes, where applicable, impairment charges
and fair value adjustments. These terms are not defined
terms under IFRSs and may therefore not be comparable
with similarly titled profit measures reported by other
companies. They are not intended to be a substitute for,
or superior to, GAAP measures. The items excluded from
adjusted results are those items that are charged to the
consolidated statement of comprehensive income due
to the impairment of the Group\u2019s intangible assets or
investments. They are not influenced by the day-to-day
operations of the Group.
Basis of consolidation
The Group financial statements consolidate those of the
Company and its subsidiary undertakings drawn up to 31
December 2023. Subsidiaries are entities over which the
Group has control. Control comprises an investor having
power over the investee and is exposed, or has rights, to
variable returns from its involvement with the investee and
has the ability to affect those returns through its power.
Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated
from the date that control ceases.
The TradeFlow Restructuring transaction was completed
on 30 June 2023 and at this point the Company reduced
its ownership in TradeFlow from 100% to 19% by selling
81% of the issued share capital to Tom James and John
Collis. As such from 30 June 2023, TradeFlow was no longer
consolidated into the Group\u2019s results and the profit on
disposal of the 81% of TradeFlow has been recognised in the
statement of comprehensive income.
Supply@ME Technologies S.r.l. was incorporated by the
Company in Italy on 25 March 2022 for the purpose of holding
the Group\u2019s intellectual property rights relating to the Platform
together with future developments in a dedicated entity.
Intra-group balances and transactions, and any unrealised
income and expenses arising from intra-group transactions,
are eliminated. Unrealised losses are eliminated in the same
way as unrealised gains, but only to the extent that there is
no evidence of impairment.
New and revised accounting standards and
interpretations
There are no new and revised standards that have a material
impact on the entity in the current or future reporting
periods and on foreseeable future transactions.
New standards, interpretations and amendments not
yet effective
There are no new standards that are issued but not yet
effective which would be expected to have a material impact
on the Company in the current or future reporting periods
or on foreseeable future transactions.
Business Combinations
The acquisition of subsidiaries and businesses are
accounted for using the acquisition method under IFRS 3
(\u201cBusiness Combinations\u201d).
Measurement of consideration
The consideration for each acquisition is measured at the
aggregate of the fair values, at the date of exchange, of
assets given, liabilities incurred to former owners and equity
instruments issued by the Group in exchange for control of
the acquiree.
Acquisition related earn-out payments (deemed
remuneration)
In accordance with the IFRS Interpretations Committee\u2019s
interpretation of paragraph B55 of IFRS 3 (\u201cBusiness
Combinations\u201d), the cost of the business combination
excludes consideration which requires post-acquisition
service obligations to be performed by the selling shareholders.
In the event that the deemed remuneration is to be equity
settled under IFRS 2 (\u201cShare-Based Payments\u201d), the fair value
is determined at the grant date and then charged to the
consolidated statement of comprehensive income over the
period of the service obligations.
Fair value assessment
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date. Where the
fair value of the assets and liabilities at acquisition cannot be
determined reliably in the initial accounting, these values are
considered to be provisional for a period of 12 months from
the date of acquisition. If additional information relating to
the condition of these assets and liabilities at the acquisition
date is obtained within this period, then the provisional
values are adjusted retrospectively. This includes the
restatement of comparative information for prior periods.
Intangible assets arising on business combinations are
recognised initially at fair value at the date of acquisition.
Subsequently they are carried at cost less accumulated
amortisation and impairment charges.
Goodwill
Goodwill arises where the consideration of the business
combination exceeds the Group\u2019s interest in the net fair
value of the identifiable assets, liabilities and contingent
liabilities recognised. This is recognised as an asset and is
tested annually for impairment. The identifiable assets and
liabilities acquired are incorporated into the consolidated
financial statements at their fair value to the Group.
Transaction costs
Transaction costs associated with the acquisition are
recognised in the consolidated statement of comprehensive
income as incurred and separately disclosed due to the
nature of this expense.
Investment in equity instruments
The Group measures its investments in equity instruments,
where no significant influence or control exists, at fair value
with any changes recognised through the statement of
comprehensive income.
Intangible assets
Goodwill
Goodwill arising on consolidation is recognised as an asset.
Following initial recognition, goodwill is subject to impairment
reviews, at least annually, and measured at cost less
accumulated impairment losses. Any impairment is
recognised immediately in the consolidated statement of
comprehensive income and is not subsequently reversed.
Other intangible assets
a)\u2002Internally developed Inventory Monetisation (\u201cIM\u201d) platform
The core activity of the existing Supply@ME business is the
creation and marketing of a software-driven secure platform
(the \u201cIM Platform\u201d) that can be used for the facilitation,
recording and monitoring of Inventory Monetisation (\u201cIM\u201d)
transactions between third party client companies and
segregated trading companies (known as stock companies).
The software modules which form part of the IM Platform
can also be used, through a White-Label model, by third
party banks in order for them to deploy their own inventory
backed financial products. The internally generated IM
Platform includes not only the software but also:
> the methodologies and business policies underpinning
each IM transaction
> the legal and accounting frameworks required to support
each IM transaction
> the technical infrastructure (cloud environment, distributed
ledger technology) used to support each IM transaction.
Associated with this core activity are significant product
development requirements and expenditure in order to
develop compliance with legal, regulatory, accounting,
valuation and insurance criteria. This expenditure includes
software and infrastructure development, intellectual
property (\u201cIP\u201d) related costs and professional fees related to
the development of legal and accounting infrastructure.
Research expenditure is written off in the year in which it
is incurred. Expenditure on internally developed products,
in particular the IM Platform, is capitalised if it can be
demonstrated that:
> it is technically and commercially feasible to develop the
asset for future economic benefit;
> adequate resources are available to maintain and
complete the development;
> there is the intention to complete and develop the asset
for future economic benefit;
> the company is able to use the asset;
> use of the asset will generate future economic benefit; and
> expenditure on the development of the asset can be
measured reliably.
Where these costs are capitalised, they are initially measured
at cost and are amortised over their estimated useful
economic lives, considered to be 5 years, on a straight-line
basis. Amortisation of this internally developed IM platform is
charged within cost of sales in the consolidated statement of
comprehensive income.
Amortisation methods and useful lives are reviewed at each
reporting date and adjusted if appropriate. The carrying amount
is reduced by any provision for impairment where necessary.
b)\u2002Acquired intangible assets
Intangible assets arising on business combinations are
recognised initially at fair value at the date of acquisition.
Subsequently they are carried at cost less accumulated
amortisation. As the acquired intangible assets recognised
by the Group during the year ended 31 December 2022 and
31 December 2023 arose on the acquisition of TradeFlow,
the amortisation of acquired intangible assets is charged
within loss from discontinued operations in the consolidated
statement of comprehensive income.
The estimated useful lives of the acquired intangible assets
are set out below:
Customer relationships 13 years
Brand (TradeFlow) 5 years
Commodity Trade Risk Management (\u201cCTRM\u201d)
software 5 years
Artificial Intelligence and back-office (\u201cAI\u201d)
software 5 years
Amortisation methods and useful lives are reviewed at each
reporting date and adjusted if appropriate. The carrying amount
is reduced by any provision for impairment where necessary.
Impairment
At each balance sheet date, the Group reviews the carrying
amounts of its intangible assets to determine whether
there is any indication that those assets have suffered
an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to
determine the extent of any impairment loss. Where the
asset does not generate cash flows that are independent
from other assets, the Group estimates the recoverable
amount of the cash-generating unit to which the asset
belongs. Recoverable amount is the higher of fair value less
costs to sell and value in use.
In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of
the time value and the risks specific to the asset for which
the estimates of future cash flows have not been adjusted. If
the recoverable amount of an asset (or cash-generating unit)
is estimated to be less than its carrying amount, the carrying
amount of the asset (or cash-generating unit) is reduced to its
recoverable amount.
An impairment loss is recognised as an expense immediately.
Where an impairment loss subsequently reverses, the
carrying amount of the asset (or cash-generating unit) is
increased to the revised estimate of its recoverable amount,
but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had
no impairment loss been recognised for the asset (or cash-
generating unit) in prior years. A reversal of an impairment
loss is recognised as income immediately.
Revenue recognition
Revenue for the Group is measured at the fair value of the
consideration received or receivable. The Group recognises
revenue when the performance obligation is satisfied,
the amount of revenue can be reliably measured and it
is probable that future economic benefits will flow to the
entity. Currently the Group\u2019s revenues are recognised at the
point when the relevant performance obligation has been
satisfied, this can result in all the revenue being recognised a
specific point in time or over time as detailed below.
Following the TradeFlow Restructuring the Group is now
focussed on its core business lines:
> IM transactions from the pipeline originated by the Group
and funded by third-party investors (\u201cOpen Market IM\u201d); and
> IM deals with local commercial banks and their client
companies (\u201cWhite-Label IM\u201d).
The Group recognises revenue from the following activities:
a)\u2002Open Market IM - Due diligence fees:
This revenue arises from due diligence services performed
by the Group in relation to the potential client companies.
This due diligence covers topics such as the client\u2019s financial
information, operations, credit rating and analysis of its
inventory. Given the stage of the Group\u2019s development, and
the evolution of the Group\u2019s contracting arrangements, the
due diligence revenues recognised by the Group to date
have been limited. Further details are provided below:
Historical contractual arrangements - Prior to June 2020, the
Group\u2019s contractual arrangements required the client to
make a down payment intended to remunerate the Group
for the due diligence services being provided. However,
these agreements did not clearly identify the Group\u2019s
performance obligation and such down payments were also
refundable under certain circumstances and up to the point
when the Platform was able to be used for the first time by
the client companies.
Due to the above circumstances, these down payments
have not been recognised as revenue under IFRS 15
(\u201cRevenue from Contracts with Customers\u201d) until the specific
performance obligation, being the use of the Group\u2019s
Platform for the first time, has been satisfied by the Group.
Until such time, these amounts have been recognised as
deferred income in the statement of financial position, or
as other payables in the case where a refund has been
requested (due to the current delays being experienced by
the Group), but not yet paid as at the balance sheet date.
Current contractual arrangements - Post June 2020, the
Group updated its contractual arrangements to specifically
identify a separate performance obligation in relation to the
completion of the due diligence services being provided by
the Group, also considering the actual benefits the client
companies can directly obtain from such activities, even
in the case where the Inventory Monetisation transaction
does not take place. In these contracts, the due diligence
fees are paid in advance by the client companies, and the
revenue is recognised when the Group has successfully
fulfilled its performance obligation, being the completion
of the due diligence service and communication to the
client in this respect through the issuance of a detailed due
diligence report. Prior to the completion of the performance
obligation, the due diligence fees received are held on the
balance sheet as deferred income.
In order to conclude if the performance obligations have
been successfully fulfilled, management currently assess this
on a client-by-client basis to ensure that the control of the
due diligence has been transferred to the client company. In
developing this accounting policy management have made
the assessment that the due diligence services result in a
distinct beneficial service being provided to client companies
as the information provides insight into their business which
can also be used for alternative purposes as well (such as
client companies business and operational optimisation).
This is also referred to the critical accounting judgements
and sources of estimation uncertainty note.
b)\u2002Open Market IM \u2013 Origination fees:
This revenue arises from origination of the contracts
between the client company wishing to have their Inventory
Monetised and the independent stock (trading) company
that purchased the inventory from the client company. Given
the stage of the Group\u2019s development, and the evolution of
the Group\u2019s contracting arrangements, as at 31 December
2023, the Group had facilitated two IM transactions over
its IM Platform and therefore had received origination fees
from two client companies, one of which took place during
the year ended 31 December 2022 and the other during
the year ended 31 December 2023. The non-refundable
origination fees received from the client company relates
to the fee payable to the Group at the point in time the
client company enters into binding contracts with the stock
(trading) company to purchase its inventory. The Group have
recognised the non-refundable origination fee as revenue at
the point in time that the fee becomes receivable from the
client company. This is consistent with the fact that there are
no performance obligations that remain to be completed by
the Group relating to this fee at this point in time.
c)\u2002Open Market IM \u2013 IM Platform usage fees:
This revenue arises from usage of the Group\u2019s IM Platform
by the independent stock (trading) company to facilitate the
purchase of the inventory from the client company. Given
the stage of the Group\u2019s development, and the evolution of
the Group\u2019s contracting arrangements, as at 31 December
2023, the Group had facilitated two IM transactions over
its IM Platform and therefore had received IM Platform
usage fees from the independent stock (trading) company
in respect of these two IM transactions only. Management
concluded that the usage of the IM Platform granted by
the Group to the stock (trading) company represented
a Software as a Service (\u201cSaas\u201d) contract and as such the
annual IM Platform usage fees are recognised over time in
line with the time period covered by the contract as required
by IFRS 15 (\u201cRevenue from Contracts with Customers\u201d). As
the annual IM Platform usage fees are received by the Group
at the beginning of the annual period, any unrecognised
amounts are held on the balance sheet as deferred income.
d)\u2002Open Market IM \u2013 IM service fees:
This revenue arises as a result of the service fees charged by
the Group to the independent stock (trading) company as
remuneration for the support and administration activities,
such as the monitoring of the inventory purchased, the
Group performs in connection with the use of the Group\u2019s IM
Platform. Given the stage of the Group\u2019s development, and the
evolution of the Group\u2019s contracting arrangements, as at 31
December 2023, the Group had facilitated two IM transactions
over its IM Platform and therefore had received IM service
fees from the independent stock (trading) company in respect
of two IM transactions only. Management concluded that the
support and administration activities performed in exchange
for these fees represent separately identifiable performance
obligation and as such the annual fees are recognised over
time in line with the time period covered by the contract
as required by IFRS 15 (\u201cRevenue from Contracts with
Customers\u201d). These service fees are accrued up to the point
the fees are received and then any unrecognised amounts are
held on the balance sheet as deferred income.
Cost of Sales
Cost of sales represents those costs that can be directly
related to the sales effort. At this early stage in the Group\u2019s
development, the cost of sales includes both the costs
of the work force who are engaged in the due diligence
related processes, the amortisation of the costs relating
to the internally developed IM platform, and any external
costs directly related to the completion of the due diligence
activities. Management regard these items as the direct
costs associated with generating the Open Market IM
revenue; in line with similar fintech companies.
Leases
The Group does not have any material lease arrangements
that would be required to be accounted for under IFRS
16 (\u201cLeases\u201d). In addition, in accordance with IFRS 16
(\u201cLeases\u201d), any short term leases costs are recognised in the
consolidated statement of comprehensive income in the
period which is covered by the term of the lease.
Property, Plant and equipment
Recognition and measurement
All property, plant and equipment is stated at cost less
accumulated depreciation and impairment. The costs of
the plant and equipment is the purchase price plus any
incidental costs of acquisition. Depreciation commences at
the point the asset is brought into use.
If there is any indication that an asset\u2019s value is less than it\u2019s
carrying amount an impairment review is carried out. Where
impairment is identified an asset\u2019s value is reduced to reflect this.
The residual values and useful economic lives of plant and
equipment are reviewed by management on an annual basis
and revised to the extent required.
Depreciation
Depreciation is charged to write off the cost, less estimated
residual values, of all plant and equipment equally over their
expected useful lives. It is calculated at the following rates:
> Computers and IT equipment at 33% per annum.
Tax
The tax expense for the period comprises current tax,
including any associated penalties and late payment charges.
Tax is recognised in profit or loss, except that a charge
attributable to an item of income or expense recognised as
other comprehensive income is also recognised directly in
other comprehensive income.
Deferred tax is recognised on temporary differences
between the carrying amounts of assets and liabilities in the
consolidated financial statements and the corresponding
tax bases used in the computation of taxable profit and
is accounted for using the statement of financial position
method. Deferred tax liabilities are generally recognised for
all taxable temporary differences and deferred tax assets
are recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from goodwill
or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
The carrying amount of any deferred tax assets is reviewed at
each statement of financial position date and reduced to the
extent that it is no longer probable that sufficient taxable profits
will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected
to apply in the period when the liability is settled or the
asset realised based on tax rates that have been enacted or
substantively enacted at the statement of financial position
date. Deferred tax and current tax are charged or credited
to profit or loss, except when it relates to items charged
or credited in other comprehensive income or directly to
equity, in which case the deferred tax is also recognised in
other comprehensive income or equity respectively.
In line with IAS 1 (\u201cPresentation of Financial Statements\u201d) any
deferred tax assets have been classified as non-current assets.
Cash and cash equivalents
Cash and other short-term deposits in the statement of
financial position comprise cash at banks and in hand
and short-term deposits with an original maturity of three
months or less and where there is an insignificant risk of
changes in value. In the consolidated cash flow statement,
cash and cash equivalents consist of cash and cash
equivalents as defined above.
Functional and presentation currencies
The consolidated financial statements are presented in
pounds sterling (\u00a3), the Company\u2019s functional currency.
Foreign currency
The main currencies for the Group are the euro (EUR), pounds
sterling (GBP), US dollars (USD) and Singapore dollars (SGD).
Foreign currency transactions and balances
Items included in the consolidated financial statements of
each of the Group\u2019s subsidiaries are measured using their
functional currency. The functional currency of the parent
and each subsidiary is the currency of the primary economic
environment in which the entity operates.
Foreign currency transactions are translated into the
functional currency using the average exchange rates in the
month. Foreign exchange gains and losses resulting from
the settlement of such transactions and from the translation
at the reporting period end exchange rates of monetary
assets and liabilities denominated in foreign currencies are
recognised in the statement of comprehensive income.
Share capital, share premium and brought forward earnings
are translated using the exchange rates prevailing at the
dates of the transactions.
See applicable exchange rates to GBP used during FY23 and
FY22 below:
2023
2022
Closing
Average
Closing
Average
SGD*
1.7188
1.6684
1.6218
1.7221
EUR
1.1534
1.1495
1.1276
1.1780
USD
1.2732
1.2432
1.2102
1.2495
* The 2023 Singapore dollar (\u201cSGD\u201d) exchange rate shown in the table above
are for the following periods, closing \u2013 30 June 2023, average \u2013 for the six
month period ended 30 June 2023. This reflects the fact that the TradeFlow
Restructuring was finalised and completed on 30 June 2023 and TradeFlow
was deconsolidated from the Group\u2019s results from this date.
Consolidation of foreign entities
On consolidation, results of the foreign entities are
translated from the local functional currency to pounds
sterling, the presentation currency of the Group, using
average exchange rates during the period. All assets and
liabilities are translated from the local functional currency
to pounds sterling using the reporting period end exchange
rates. The exchange differences arising from the translation
of the net investment in foreign entities are recognised
in other comprehensive income and accumulated in a
separate component of equity.
Employee benefits
Short-term employee benefits
The Group accounts for employee benefits in accordance
with IAS 19 (\u201cEmployee Benefits\u201d).
Short-term employee benefits are expensed as the related
service is provided. A liability is recognised for the amount
expected to be paid if the Group has a present legal or
constructive obligation to pay this amount as a result of past
service provided by the employee and the obligation can be
estimated reliably.
Defined contribution pension obligations
The Group accounts for employee benefits in accordance
with IAS 19 (\u201cEmployee Benefits\u201d).
Contributions to the Group\u2019s defined contributions pension
scheme are charged to profit or loss in the period in which
they become payable.
Financial assets
Classification
Financial assets currently comprise trade and other receivables,
receivable from related party and cash and cash equivalents.
Recognition and measurement
Loans and receivables
Loans and receivables are mainly contractual trade
receivables and are non-derivative financial assets with fixed
or determinable payments that do not have a significant
financial component and are not quoted in an active market.
Accordingly, trade and other receivables are recognised at
undiscounted invoice price. Where applicable, a reserve for
credit risk is made at the beginning of each transaction and
adjusted subsequently through profit and loss.
Impairment provisions for trade receivables are recognised
based on the simplified approach within IFRS 9 (\u201cFinancial
Instruments\u201d) using the lifetime expected credit losses.
During this process the probability of the non-payment
of trade receivables is assessed. This probability is then
multiplied by the amount of the expected loss arising from
default to determine the lifetime expected credit loss for the
trade receivables. For trade receivables, which are reported
net, such provisions are reported in a separate provision
account with the loss being recognised within administrative
expenses in the consolidated statement of comprehensive
income. On confirmation that the trade receivable will not be
collectable, the gross carrying value of the asset is written off
against the associated provision.
Financial liabilities
Classification
Financial liabilities comprise trade and other payables, long-
term borrowings, loan notes and convertible loan notes.
Recognition and measurement
Trade and other payables
Trade and other payables are initially recognised at fair value
less transaction costs and thereafter carried at amortised cost.
Long-term borrowings and loan notes
Interest bearing long-term borrowings and loan notes and
are initially recorded at the proceeds received, net of direct
issue costs (including commitment fees, introducer fees
and the fair value of warrants issued to satisfy issue costs).
Finance charges, including direct issue costs, are accounted
for on an amortised cost basis to the consolidated
statement of comprehensive income using the effective
interest method and are added to the carrying amount of
the instrument to the extent that they are not settled in the
period in which they arise. The carrying value of the loan
notes have been adjusted for any principal repayments
made since inception.
Convertible loan notes
Convertible loan notes that were issued by the Group in
the prior period were recorded at the fair value of the
convertible loan notes issued, net of direct issue costs
including commitment fees. Finance charges, including direct
issue costs, were accounted for on an amortised cost basis
to the consolidated statement of comprehensive income
using the effective interest method and are added to the
carrying amount of the instrument to the extent that they
are not settled in the period in which they arise. The carrying
value of the convertible loan notes were adjusted to take
into account the fair value of those notes that have been
converted into new ordinary shares since inception.
Provisions
Provisions are recognised when the Group has a present
legal or constructive obligation as a result of a past event,
it is probable that the Group will be required to settle the
obligation and the amount can be reliably estimated.
Share-based payments
Equity-settled share-based payments relate to the warrants
issued in connection with the cost of issuing new equity, loan
notes and convertible notes during the relevant year, and
acquisition related earn-out payments.
Share warrants
Certain equity-settled share-based payments relate to the
warrants issued in connection with the cost of issuing new
equity, loan notes and convertible loan notes. These equity-
settled share-based payments are measured at the fair value
of the equity instruments at the grant date. The fair value
excludes the effect of non-market-based vesting conditions.
Details regarding the determination of the fair value of these
equity-settled share-based transactions are set out in note 24.
The fair value determined at the grant date of the equity-
settled share-based payments relating to the warrants
issued in connection with the issue of equity are netted off
against the amount of share premium that is recognised in
respect of the share issue to which they directly relate. Any
amounts in excess of the share premium recognised, are
netted off against retained losses.
The fair value determined at the grant date of the equity-settled
share-based payments relating to the warrants issued in
connection with the issue of loan notes, convertible loan notes or
other debt instruments are netted off against the fair value of the
underlying loan notes, convertibles loan notes to which they directly
relate. The fair value is then expensed together with the other related
finance costs on an amortised cost basis to the Group\u2019s statement of
comprehensive income using the effective interest method.
If there are any subsequent modifications made to any of
the terms of equity-settled share-based payments relating
to the warrants issued by the Group, the change in fair value
is calculated as the difference between the fair value of the
modified equity-settled share-based payment and that of the
original equity-shared share-based payment. This calculation
relates to any warrants that are still outstanding and have
not been converted into ordinary shares at the time of the
subsequent modification. The change in the fair value is then
accounted on a consistent basis to the initial fair value.
In respect of the share-based payments, the fair value is not
revised at subsequent reporting dates, however, the fair
value is released from the share-based payment reserve at
the point in time that any of the warrants are exercised by
the third party holder.
Employee share schemes
Grants made to certain employees of the Group will
result in a charge recognised in the Group\u2019s statement of
comprehensive income. Such grants will be measured at fair
value at the date of grant and will be expensed on a straight-
line basis over the vesting period, based on the Group\u2019s
estimate of the shares that will eventually vest. Vesting
assumptions are reviewed during each period to ensure
they reflect current expectations.
Full details of the Group\u2019s share-base payments refer to note 24.
Acquisition related earn-out payments
In addition, the Group previously recognised a share-based
payment reserve in connection with acquisition related
earn-out payments arising from the acquisition of TradeFlow.
The fair value of these earn-out payments were measured
using the same methods as outlined above. Given the
service conditions related to these payments are linked to
one of the Group\u2019s current subsidiaries, the share-based
payment expense is recognised within the consolidated
financial statements as an increase to the share-based
payment reserve and through the Group\u2019s statement of
comprehensive income. The fair value determined at the
grant date of these equity-settled share-based payments
are recognised over the vesting period on a straight-line
basis, based on the estimate of equity instruments that will
eventually vest. Vesting assumptions are reviewed during
each period to ensure they reflect current expectations
and any changes required to true-up the related share- based payment reserve are recognised through the Group\u2019s income statement in the relevant period. Discontinued Operations The Group classifies non-current assets and disposal groups as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying value and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense. The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that decisions to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification. Assets and liabilities classified as held for sale are presented separately in the balance sheet. A disposal group qualifies as a discontinued operation if it is a component of an entity that either has been disposed or, is classified as held for sale, and: > Represents a separate major line of business or geographical area of operations: and > Is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the income statements. All other notes in the financial statements include amounts for continuing operations, unless otherwise mentioned. The Board considered that in light of the TradeFlow Restructuring that commenced during the second half of 2022, the TradeFlow operations meet the criteria to be classified as held for sale at 31 December 2022 as at this date the details of the TradeFlow Restructuring had all been agreed in principle between the parties and was expected to be completed post year end together with the publication of the 2022 Annual Report and Accounts. As a result the TradeFlow operations were available for immediate sale in
its present condition and it was highly probable that that
sale would be completed within 12 months of 31 December
2022. The TradeFlow Restructuring was completed and
finalised on 30 June 2023 at which point the Group reduced
its ownership in TradeFlow from 100% to 19%. Prior to
completion of the TradeFlow Restructuring, the TradeFlow
operations were continued to be classified as held for sale in
the Group\u2019s consolidated financial statements. Following the
30 June 2023, the TradeFlow operates were deconsolidated
from the Group\u2019s financial statements.
Equity
\u201cShare capital\u201d represents the nominal value of equity shares
issued.
\u201cShare premium\u201d represents the excess over nominal value
of the fair value of consideration received for equity shares
net of expenses of the share issue.
\u201cOther reserves\u201d represents legal reserves in respect of
Supply@ME S.r.l. In accordance with Article 2430 of the
Italian Civil Code, Supply@ME S.r.l., a limited liability company
registered in Italy, with a corporate capital of euro 10,000 or
above shall annually allocate as a legal reserve an amount
of 5% of the annual net profit until the legal reserve will be
equal to 20% of corporate capital.
\u201cShare-based payment reserve\u201d represents the adjustments
to equity in respect of the fair value of outstanding share-
based payments including warrants issued in connection
with the cost of issuing new equity or debt instruments
during the relevant period, employee share schemes and
acquisition related earn-out payments.
\u201cMerger relief reserve\u201d represents the excess of the value
of the consideration shares issued to the shareholders of
Supply@ME S.r.l. upon the reverse takeover over the fair
value of the assets acquired.
\u201cReverse takeover reserve\u201d represents the accounting
adjustments required to reflect the reverse takeover
upon consolidation. Specifically, removing the value of the
investment in Supply@ME S.r.l., removing the share capital of
Supply@ME S.r.l. and bringing in the pre-acquisition equity of
Supply@ME Capital plc.
\u201cFX reserves\u201d represents foreign currency translation
differences on consolidation of subsidiaries reporting under
a different functional currency to the parent company.
\u201cRetained losses\u201d represents retained losses of the Group. As a result
of the reverse takeover, the consolidated figures include the retained
losses of the Group only from the date of the reverse takeover
together with the brought forward losses of Supply@ME S.r.l.
Critical accounting judgements and sources of
estimation uncertainty
The preparation of financial information in conformity with
IFRS requires the use of certain critical accounting estimates.
It also requires the Directors to exercise their judgement in
the process of applying the accounting policies which are
detailed above. These judgements are continually evaluated
by the Directors and management and are based on
experience to date and other factors, including reasonable
expectations of future events that are believed to be
reasonable under the circumstances.
The key estimates and underlying assumptions concerning
the future and other key sources of estimation uncertainty
at the statement of financial position date, that have a
significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next
financial period, are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in the period in
which the estimate is revised if the revision affects only that
period, or in the period of the revision and future periods if
the revision affects both current and future periods.
A number of these key estimates and underlying
assumptions have been considered as a result of specific
transactions outlined in these consolidated financial
statements. The Directors have evaluated the estimates
using historical experience and other methods considered
reasonable specific to the circumstances. The Directors
have also but also in consultation with third-party experts
where appropriate. These estimates will be evaluated on an
ongoing basis as required.
The Group believes that the estimates and judgements that
have the most significant impact on the annual results under
IAS are as set out below:
Judgements
Internally developed intangible assets
The cost of an internally generated IM platform comprises all
directly attributable costs necessary to create, produce, and
prepare the asset to be capable of operating in the manner
intended by management. During the period judgement
was required to distinguish those costs that were capable of
being capitalised under IAS 38 (\u201cIntangible assets\u201d) and that
costs that related to research activities, the cost of which has
been recognised as an expense during the relevant period.
Revenue recognition \u2013 assessment of performance obligations
> The Directors are required to make a judgement as
to if the due diligence services represent a distinct
performance obligation under IFRS 15 (\u201cRevenue from
Contracts with Customers\u201d). The Board and management
have concluded that this is indeed the case due to
the distinct beneficial service being provided to client
companies through the delivery of the due diligence
report which provide insight and information into the
business.
> The Directors are required to make a judgement as
to if the receipt of non-refundable origination fees
received from the client companies represent a distinct
performance obligation under IFRS 15 (\u201cRevenue from
Contracts with Customers\u201d). The Board and management
have concluded that no separately identifiable
performance obligation is carried out by the Group
associated with this fee.
Estimates
Valuation of share warrants issued
During the current financial year the Group issued share
warrants in connection with the new equity funding. In the
prior financial year the Company also issued share warrants
in connection with loan notes and certain convertible loan
notes alongside the issue of new equity. As these share
warrants were issued as a cost of securing new equity
investment or funding facilities for the Group, they fall into
the scope of IFRS 2 (\u201cShare-based payments\u201d). As such the
Directors were required to determine the fair value of the
equity-settled share-based payments at the date on which
they were granted. Judgement was required in determining
the most appropriate inputs into the valuation models
(Black Scholes) used and the key judgemental input was
the expected volatility rate of the Company\u2019s share price
over the relevant period and the assumption applied in the
models were between 97% - 88% and were based the actual
volatility of the Company\u2019s share price from the date of the
reverse takeover (being March 2020) to the date at which
the relevant valuation model was run.
The fair value cost of those share warrants that were issued
in connection with new equity funding during the financial
year ended 31 December 2023 were recognised as debits to
equity on the consolidated statement of financial position. If
the expected volatility rate was adjusted by plus 10%, then
the impact on the fair value recognised as the initial debit to
equity in the current year would have been approximately
plus \u00a384,000. If the expected volatility rate was adjusted by
minus 10%, then the impact on the fair value recognised as
the initial debit to equity in the current year would have been
approximately minus \u00a389,000.
The fair value cost of those share warrants that were issued
in connection with new debt funding were recognised in the
consolidated statement of comprehensive income. There
were no share warrants issued in the financial year ended 31
December 2023 that were connected with new debt funding.
During the current year the expiry date of certain of
the share warrants, that had previously been issued in
connection with the issue of new equity during the year
ended 31 December 2022, was extended by 12 months. The
Directors were required to determine the change in the fair
value of these share warrants as a result of the modification
to the expiry date. To do so, the same valuation model
(Black Scholes) was used and the change in fair value was
calculated as the difference between the fair value of the
modified shared warrants and that of the original fair value.
Non-controlling discount
During the current financial year, the Group finalised and
completed the TradeFlow Restructuring in which it disposed
of 81% of its investment in TradeFlow. To determine the
accounting fair value of the retained 19% investment in
TradeFlow, management used the specifics set out in the
TradeFlow share purchase agreement dated 30 June 2023.
Further details of this calculation are set out in note 26 to these
consolidated financial statements. Following this calculation,
management then applied a discount of 25% to this fair value
calculated at 30 June 2023 to take account of the fact that
the Company no longer controls the TradeFlow operations.
This discount applied is a management judgement that will
continue to be reassessed at each reporting date. If the
discount rate was adjusted by plus 10%, then the impact on
the profit on disposal of 81% of TradeFlow recognised in the
statament of comprehensive income in the current financial
year would have been lower by \u00a347,000. If the discount rate
was adjusted by minus 10%, then the impact on the profit on
disposal of 81% of TradeFlow recognised in the statement of
comprehensive income in the current financial year would
have been higher by \u00a347,000.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-444": { "value": "Going concern As at 31 December 2023 the Group had a cash and cash equivalents balance from continuing operations of \u00a35,000 (31 December 2022: \u00a3257,000 cash and cash equivalents from continuing operations, \u00a3324,000 cash and cash equivalents from discontinued operations). The Group\u2019s consolidated net current liabilities of \u00a32,691,000 as at 31 December 2023, compared to a consolidated net current liability position of \u00a3828,000 as at 31 December 2022. The Group has posted a total comprehensive loss for the year ended 31 December 2023 of \u00a34,041,000 (2022: comprehensive loss of \u00a310,417,000) and retained losses as at 31 December 2023 were \u00a332,113,000 (31 December 2022: retained losses \u00a327,649,000). Funding secured during 2023 During the year ended 31 December 2023, the Group continued to source additional funding with the primary aim of allowing it to meet its working capital and growth needs as it focuses on scaling up the Group\u2019s business model and the continued investment into the Group\u2019s Platform. In sourcing this new funding, the focus has been on creating a more stable source of Group funding. These new sources of funding were announced in conjunction with the issue of the 2022 Annual Report on 28 April 2023 and the interim results for the six month period ended 30 June 2023 on 29 September 2023. These new sources of funding included: > the subscription agreement with Venus Capital S.A. (\u201cVenus Capital\u201d) dated 28 April 2023 for the issue of the 4,500,000 new ordinary shares (the \u201cSubscription Shares\u201d) at \u00a30.0005 per Subscription Share (the \u201cSubscription Agreement\u201d). The issue of the Subscription Shares raised gross proceeds of \u00a32,250,000 during the first six months of the year (the \u201c2023 Venus Subscription\u201d); > the fixed term unsecured working capital loan agreement with The AvantGarde Group S.p.A (\u201cTAG\u201d), the Group\u2019s major shareholder, dated 28 April 2023 (the \u201cTAG Unsecured Working Capital facility\u201d), which was then amended on 30 June 2023 in conjunction with the finalisation of the disposal of the 81% stake in ownership of TradeFlow Capital Management Pte. Limited (\u201cTradeFlow\u201d) (the \u201cTradeFlow Restructuring\u201d). On 30 June 2023, the Company issued a draw down notice to TAG under the amended TAG Unsecured Working Facility for the full \u00a3800,000 of funding available under this facility. As at 31 December 2023, \u00a3250,000 had been received from TAG in respect of this facility. As set out in note 30, subsequent to 31 December 2023, and prior to the issue of these financial statements, the remaining \u00a3550,000 had been received from TAG. Additionally, on 26 March 2024, the Company and TAG signed a second deed of amendment agreement, which allowed the full outstanding amount of the amended TAG Unsecured Working Capital facility to be extinguished by the issue of 1,500,000,000 new ordinary shares issued to TAG on 28 March 2024; and > the top up unsecured shareholder loan agreement with TAG, dated 28 September 2023 (\u201cTAG Top-Up Shareholder Loan Agreement\u201d), details of which are set out below: a) The ability of the Company to draw down up to \u00a33.5 million in monthly instalments over the period to 30 June 2025; b) On a monthly basis the Board will assess (acting in good faith and in its sole and absolute discretion) if the Group\u2019s projected cash balance on the last business day of the coming calendar month will be less than \u00a3250,000 following the Group\u2019s scheduled balance of receipts and payments for the next month by reference to, inter alia, the Group\u2019s contracted receivables, revenues and payables due for receipt or payment in the next month, the Group\u2019s contracted fixed operating expenditure and/or capital expenditure due for payment in the next month, the cash inflows in the next month arising from any warrants that have been contractually exercised and any projected unrestricted cash amounts resulting from any contractually agreed alternative equity, debt or hybrid financing (including, but not limited to, pursuant to a pre-emptive offering of ordinary shares and a non-pre- emptive offering of ordinary shares) for such month; c) If the above assessment results in the Group\u2019s projected cash balance on the last business day of the coming calendar month being less than \u00a3250,000, the Company may draw down an amount under the TAG Top-Up Shareholder Loan Agreement which is no greater than the GBP amount to ensure that the Group\u2019s bank balances in the coming month shall be equal to \u00a3250,000; d) Repayment of any sum drawn down under the TAG Top-Up Shareholder Loan Agreement will be due five calendar years (calculated on the basis of a year of 360 days) from the date which funds are received by the Company subject to the relevant draw down request; and e) Any sums drawn down by the Company under the TAG Top-Up Unsecured Shareholder Loan will attract a non-compounding interest rate of 10% per annum, and any principal amount (excluding accrued interest) outstanding on a relevant due date shall attract a compounding rate of 15% per annum thereafter. Interest will be due to be paid annually on 31 March of each relevant calendar year. As at 31 December 2023, the Company had issued draw down notices to TAG for a total amount of \u00a3969,000 under the Top-Up Shareholder Loan Agreement, however the full amount of this draw down was outstanding. As set out in note 30, subsequent to 31 December 2023, and prior to the issue of these financial statements, the Company issued additional draw down notices under the Top-Up Shareholder Loan Agreement to the value of \u00a3779,000 and had received \u00a3nil from TAG in respect of this facility. In addition to the new sources of funding securing during 2023, which have been highlighted above, the Company completed the TradeFlow Restructuring on 30 June 2023 and the remaining cash proceeds that were due from the buyers of TradeFlow (the \u201cBuyers\u201d) as a result of this transaction was \u00a32,000,000. TAG assumed this \u00a32,000,000 obligation of the Buyers by way of a deed of novation also signed on 30 June 2023 (\u201cDeed of Novation\u201d) and in exchange received consideration TAG acquired 1,026,525,520 existing ordinary shares of nominal value \u00a30.00002 each in the capital of the Company from the Buyers. This \u00a32,000,000 was due in tranches and the final tranche was due to be payable by 31 January 2024. As at 31 December 2023, \u00a31,228,000 of the \u00a32,000,000 due under the Deed of Novation had been repaid by TAG to the Company. The payment had been received through a split of \u00a3771,000 in cash, \u00a3421,000 by way of formal debt novation agreements with specific suppliers whereby the debt held by the Group companies was novated to TAG with no recourse to the Group companies, and \u00a336,000 by way of offset against amounts owed by the Group companies to TAG. The Company is now charging a late fee to TAG calculated at a compounding rate of 15% per annum on any amounts of the instalments not transferred to the Company by the relevant due date. As set out in note 30, subsequent to 31 December 2023, and prior to the issue of these financial statements \u00a3655,000 of the \u00a3772,000 outstanding at 31 December 2023 was repaid through the combination of cash payments and the offsetting of amounts due to TAG from the Group, leaving a remaining balance of \u00a3117,000. Taking into consideration the factors above and in order to consider their assessment of the Group as a going concern, the Directors have reviewed the forecast cash flows for the next 12 months from approval of these consolidated financial statements. The cash flow forecasts take into account that the Group meets its day to day working capital requirements through its available and committed cash resources. The Directors have prepared the forecast using their best estimates, information and judgement at this time, including the receipt of cash that is contractually committed under the TAG Top-Up Shareholder Loan Agreement. The Directors have also considered the expected cash flows arising from the use of the Group\u2019s innovative Platform to facilitate Inventory Monetisation transactions. This reflects the fact that the Directors expect the Group to continue to prove the concept of its business model and to fully operationalise in the near future following the progress steps that have made to date. Despite the facts outlined above, there continues to be an absence of a historical recurring track record relating to multiple Inventory Monetisation transactions being facilitated by the Group\u2019s Platform and the Group being cash flow positive. As such the Directors have prudently identified uncertainty in the cash flow model. This uncertainty arises with respect to both the future timing and growth rates of the forecast cash flows arising from the Group\u2019s multiple Inventory Monetisation revenue streams. In this regard, if these future revenues are not secured as the Directors envisage, it is possible that the Group will have a shortfall in cash and require additional funding during the forecast period. In addition the cash inflows arising from the TAG Top-Up Shareholder Loan Agreement have not yet been fully received. These amounts have been factored into the cash flow forecast in line with the contractual commitments received from the counterparty and/ or the latest updates from TAG. As such, there is a risk that these cash flows might not be received or might not reach the Group in the time frame expected despite the contractual commitment in place. On the basis of the factors identified in the above paragraph, the Directors believe there are material uncertainties which may cast significant doubt upon the entities ability to continue as a going concern. The Directors do however remain confident in the business model and believe the Group could be managed in a way to allow it to meet its ongoing commitments and obligations through mitigating actions including cost saving measures and securing alternative sources of funding should this be required. As such the Directors consider it appropriate to prepare these annual consolidated financial statements on a going concern basis and have not included the adjustments that would result if the Company and Group were unable to continue as a going concern. ", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-445": { "value": "Adjusted performance measures Management believes that adjusted performance measures provide meaningful information to the users of the accounts on the operating performance of the business. Accordingly, the adjusted measure of operating profit from continuing operations excludes, where applicable, impairment charges and fair value adjustments. These terms are not defined terms under IFRSs and may therefore not be comparable with similarly titled profit measures reported by other companies. They are not intended to be a substitute for, or superior to, GAAP measures. The items excluded from adjusted results are those items that are charged to the consolidated statement of comprehensive income due to the impairment of the Group\u2019s intangible assets or investments. They are not influenced by the day-to-day operations of the Group. ", "dimensions": { "concept": "supplymecapital:DisclosureOfAdjustedPerformanceMeasures", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-446": { "value": "Basis of consolidation The Group financial statements consolidate those of the Company and its subsidiary undertakings drawn up to 31 December 2023. Subsidiaries are entities over which the Group has control. Control comprises an investor having power over the investee and is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The TradeFlow Restructuring transaction was completed on 30 June 2023 and at this point the Company reduced its ownership in TradeFlow from 100% to 19% by selling 81% of the issued share capital to Tom James and John Collis. As such from 30 June 2023, TradeFlow was no longer consolidated into the Group\u2019s results and the profit on disposal of the 81% of TradeFlow has been recognised in the statement of comprehensive income. Supply@ME Technologies S.r.l. was incorporated by the Company in Italy on 25 March 2022 for the purpose of holding the Group\u2019s intellectual property rights relating to the Platform together with future developments in a dedicated entity. Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. ", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-447": { "value": "New and revised accounting standards and interpretations There are no new and revised standards that have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. New standards, interpretations and amendments not yet effective There are no new standards that are issued but not yet effective which would be expected to have a material impact on the Company in the current or future reporting periods or on foreseeable future transactions. ", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-489": { "value": "Business Combinations The acquisition of subsidiaries and businesses are accounted for using the acquisition method under IFRS 3 (\u201cBusiness Combinations\u201d). Measurement of consideration The consideration for each acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred to former owners and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition related earn-out payments (deemed remuneration) In accordance with the IFRS Interpretations Committee\u2019s interpretation of paragraph B55 of IFRS 3 (\u201cBusiness Combinations\u201d), the cost of the business combination excludes consideration which requires post-acquisition service obligations to be performed by the selling shareholders. In the event that the deemed remuneration is to be equity settled under IFRS 2 (\u201cShare-Based Payments\u201d), the fair value is determined at the grant date and then charged to the consolidated statement of comprehensive income over the period of the service obligations. Fair value assessment Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Where the fair value of the assets and liabilities at acquisition cannot be determined reliably in the initial accounting, these values are considered to be provisional for a period of 12 months from the date of acquisition. If additional information relating to the condition of these assets and liabilities at the acquisition date is obtained within this period, then the provisional values are adjusted retrospectively. This includes the restatement of comparative information for prior periods. Intangible assets arising on business combinations are recognised initially at fair value at the date of acquisition. Subsequently they are carried at cost less accumulated amortisation and impairment charges. Goodwill Goodwill arises where the consideration of the business combination exceeds the Group\u2019s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. This is recognised as an asset and is tested annually for impairment. The identifiable assets and liabilities acquired are incorporated into the consolidated financial statements at their fair value to the Group. Transaction costs Transaction costs associated with the acquisition are recognised in the consolidated statement of comprehensive income as incurred and separately disclosed due to the nature of this expense. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsAndGoodwillExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-448": { "value": "Business Combinations The acquisition of subsidiaries and businesses are accounted for using the acquisition method under IFRS 3 (\u201cBusiness Combinations\u201d). Measurement of consideration The consideration for each acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred to former owners and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition related earn-out payments (deemed remuneration) In accordance with the IFRS Interpretations Committee\u2019s interpretation of paragraph B55 of IFRS 3 (\u201cBusiness Combinations\u201d), the cost of the business combination excludes consideration which requires post-acquisition service obligations to be performed by the selling shareholders. In the event that the deemed remuneration is to be equity settled under IFRS 2 (\u201cShare-Based Payments\u201d), the fair value is determined at the grant date and then charged to the consolidated statement of comprehensive income over the period of the service obligations. Fair value assessment Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Where the fair value of the assets and liabilities at acquisition cannot be determined reliably in the initial accounting, these values are considered to be provisional for a period of 12 months from the date of acquisition. If additional information relating to the condition of these assets and liabilities at the acquisition date is obtained within this period, then the provisional values are adjusted retrospectively. This includes the restatement of comparative information for prior periods. Intangible assets arising on business combinations are recognised initially at fair value at the date of acquisition. Subsequently they are carried at cost less accumulated amortisation and impairment charges. Goodwill Goodwill arises where the consideration of the business combination exceeds the Group\u2019s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. This is recognised as an asset and is tested annually for impairment. The identifiable assets and liabilities acquired are incorporated into the consolidated financial statements at their fair value to the Group. Transaction costs Transaction costs associated with the acquisition are recognised in the consolidated statement of comprehensive income as incurred and separately disclosed due to the nature of this expense. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-515": { "value": "Goodwill Goodwill arises where the consideration of the business combination exceeds the Group\u2019s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. This is recognised as an asset and is tested annually for impairment. The identifiable assets and liabilities acquired are incorporated into the consolidated financial statements at their fair value to the Group. Goodwill Goodwill arising on consolidation is recognised as an asset. Following initial recognition, goodwill is subject to impairment reviews, at least annually, and measured at cost less accumulated impairment losses. Any impairment is recognised immediately in the consolidated statement of comprehensive income and is not subsequently reversed. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGoodwillExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-449": { "value": "Investment in equity instruments The Group measures its investments in equity instruments, where no significant influence or control exists, at fair value with any changes recognised through the statement of comprehensive income. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentsOtherThanInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-450": { "value": "Intangible assets Goodwill Goodwill arising on consolidation is recognised as an asset. Following initial recognition, goodwill is subject to impairment reviews, at least annually, and measured at cost less accumulated impairment losses. Any impairment is recognised immediately in the consolidated statement of comprehensive income and is not subsequently reversed. Other intangible assets a)\u2002Internally developed Inventory Monetisation (\u201cIM\u201d) platform The core activity of the existing Supply@ME business is the creation and marketing of a software-driven secure platform (the \u201cIM Platform\u201d) that can be used for the facilitation, recording and monitoring of Inventory Monetisation (\u201cIM\u201d) transactions between third party client companies and segregated trading companies (known as stock companies). The software modules which form part of the IM Platform can also be used, through a White-Label model, by third party banks in order for them to deploy their own inventory backed financial products. The internally generated IM Platform includes not only the software but also: > the methodologies and business policies underpinning each IM transaction > the legal and accounting frameworks required to support each IM transaction > the technical infrastructure (cloud environment, distributed ledger technology) used to support each IM transaction. Associated with this core activity are significant product development requirements and expenditure in order to develop compliance with legal, regulatory, accounting, valuation and insurance criteria. This expenditure includes software and infrastructure development, intellectual property (\u201cIP\u201d) related costs and professional fees related to the development of legal and accounting infrastructure. Research expenditure is written off in the year in which it is incurred. Expenditure on internally developed products, in particular the IM Platform, is capitalised if it can be demonstrated that: > it is technically and commercially feasible to develop the asset for future economic benefit; > adequate resources are available to maintain and complete the development; > there is the intention to complete and develop the asset for future economic benefit; > the company is able to use the asset; > use of the asset will generate future economic benefit; and > expenditure on the development of the asset can be measured reliably. Where these costs are capitalised, they are initially measured at cost and are amortised over their estimated useful economic lives, considered to be 5 years, on a straight-line basis. Amortisation of this internally developed IM platform is charged within cost of sales in the consolidated statement of comprehensive income. Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate. The carrying amount is reduced by any provision for impairment where necessary. b)\u2002Acquired intangible assets Intangible assets arising on business combinations are recognised initially at fair value at the date of acquisition. Subsequently they are carried at cost less accumulated amortisation. As the acquired intangible assets recognised by the Group during the year ended 31 December 2022 and 31 December 2023 arose on the acquisition of TradeFlow, the amortisation of acquired intangible assets is charged within loss from discontinued operations in the consolidated statement of comprehensive income. The estimated useful lives of the acquired intangible assets are set out below: Customer relationships 13 years Brand (TradeFlow) 5 years Commodity Trade Risk Management (\u201cCTRM\u201d) software 5 years Artificial Intelligence and back-office (\u201cAI\u201d) software 5 years Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate. The carrying amount is reduced by any provision for impairment where necessary. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-490": { "value": "Other intangible assets a)\u2002Internally developed Inventory Monetisation (\u201cIM\u201d) platform The core activity of the existing Supply@ME business is the creation and marketing of a software-driven secure platform (the \u201cIM Platform\u201d) that can be used for the facilitation, recording and monitoring of Inventory Monetisation (\u201cIM\u201d) transactions between third party client companies and segregated trading companies (known as stock companies). The software modules which form part of the IM Platform can also be used, through a White-Label model, by third party banks in order for them to deploy their own inventory backed financial products. The internally generated IM Platform includes not only the software but also: > the methodologies and business policies underpinning each IM transaction > the legal and accounting frameworks required to support each IM transaction > the technical infrastructure (cloud environment, distributed ledger technology) used to support each IM transaction. Associated with this core activity are significant product development requirements and expenditure in order to develop compliance with legal, regulatory, accounting, valuation and insurance criteria. This expenditure includes software and infrastructure development, intellectual property (\u201cIP\u201d) related costs and professional fees related to the development of legal and accounting infrastructure. Research expenditure is written off in the year in which it is incurred. Expenditure on internally developed products, in particular the IM Platform, is capitalised if it can be demonstrated that: > it is technically and commercially feasible to develop the asset for future economic benefit; > adequate resources are available to maintain and complete the development; > there is the intention to complete and develop the asset for future economic benefit; > the company is able to use the asset; > use of the asset will generate future economic benefit; and > expenditure on the development of the asset can be measured reliably. Where these costs are capitalised, they are initially measured at cost and are amortised over their estimated useful economic lives, considered to be 5 years, on a straight-line basis. Amortisation of this internally developed IM platform is charged within cost of sales in the consolidated statement of comprehensive income. Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate. The carrying amount is reduced by any provision for impairment where necessary. b)\u2002Acquired intangible assets Intangible assets arising on business combinations are recognised initially at fair value at the date of acquisition. Subsequently they are carried at cost less accumulated amortisation. As the acquired intangible assets recognised by the Group during the year ended 31 December 2022 and 31 December 2023 arose on the acquisition of TradeFlow, the amortisation of acquired intangible assets is charged within loss from discontinued operations in the consolidated statement of comprehensive income. The estimated useful lives of the acquired intangible assets are set out below: Customer relationships 13 years Brand (TradeFlow) 5 years Commodity Trade Risk Management (\u201cCTRM\u201d) software 5 years Artificial Intelligence and back-office (\u201cAI\u201d) software 5 years Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate. The carrying amount is reduced by any provision for impairment where necessary. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-7": { "value": "The core activity of the existing Supply@ME business is the creation and marketing of a software-driven secure platform (the \u201cIM Platform\u201d) that can be used for the facilitation, recording and monitoring of Inventory Monetisation (\u201cIM\u201d) transactions between third party client companies and segregated trading companies (known as stock companies). ", "dimensions": { "concept": "ifrs-full:DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-451": { "value": "Impairment At each balance sheet date, the Group reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of any impairment loss. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash- generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-452": { "value": "Revenue recognition Revenue for the Group is measured at the fair value of the consideration received or receivable. The Group recognises revenue when the performance obligation is satisfied, the amount of revenue can be reliably measured and it is probable that future economic benefits will flow to the entity. Currently the Group\u2019s revenues are recognised at the point when the relevant performance obligation has been satisfied, this can result in all the revenue being recognised a specific point in time or over time as detailed below. Following the TradeFlow Restructuring the Group is now focussed on its core business lines: > IM transactions from the pipeline originated by the Group and funded by third-party investors (\u201cOpen Market IM\u201d); and > IM deals with local commercial banks and their client companies (\u201cWhite-Label IM\u201d). The Group recognises revenue from the following activities: a)\u2002Open Market IM - Due diligence fees: This revenue arises from due diligence services performed by the Group in relation to the potential client companies. This due diligence covers topics such as the client\u2019s financial information, operations, credit rating and analysis of its inventory. Given the stage of the Group\u2019s development, and the evolution of the Group\u2019s contracting arrangements, the due diligence revenues recognised by the Group to date have been limited. Further details are provided below: Historical contractual arrangements - Prior to June 2020, the Group\u2019s contractual arrangements required the client to make a down payment intended to remunerate the Group for the due diligence services being provided. However, these agreements did not clearly identify the Group\u2019s performance obligation and such down payments were also refundable under certain circumstances and up to the point when the Platform was able to be used for the first time by the client companies. Due to the above circumstances, these down payments have not been recognised as revenue under IFRS 15 (\u201cRevenue from Contracts with Customers\u201d) until the specific performance obligation, being the use of the Group\u2019s Platform for the first time, has been satisfied by the Group. Until such time, these amounts have been recognised as deferred income in the statement of financial position, or as other payables in the case where a refund has been requested (due to the current delays being experienced by the Group), but not yet paid as at the balance sheet date. Current contractual arrangements - Post June 2020, the Group updated its contractual arrangements to specifically identify a separate performance obligation in relation to the completion of the due diligence services being provided by the Group, also considering the actual benefits the client companies can directly obtain from such activities, even in the case where the Inventory Monetisation transaction does not take place. In these contracts, the due diligence fees are paid in advance by the client companies, and the revenue is recognised when the Group has successfully fulfilled its performance obligation, being the completion of the due diligence service and communication to the client in this respect through the issuance of a detailed due diligence report. Prior to the completion of the performance obligation, the due diligence fees received are held on the balance sheet as deferred income. In order to conclude if the performance obligations have been successfully fulfilled, management currently assess this on a client-by-client basis to ensure that the control of the due diligence has been transferred to the client company. In developing this accounting policy management have made the assessment that the due diligence services result in a distinct beneficial service being provided to client companies as the information provides insight into their business which can also be used for alternative purposes as well (such as client companies business and operational optimisation). This is also referred to the critical accounting judgements and sources of estimation uncertainty note. b)\u2002Open Market IM \u2013 Origination fees: This revenue arises from origination of the contracts between the client company wishing to have their Inventory Monetised and the independent stock (trading) company that purchased the inventory from the client company. Given the stage of the Group\u2019s development, and the evolution of the Group\u2019s contracting arrangements, as at 31 December 2023, the Group had facilitated two IM transactions over its IM Platform and therefore had received origination fees from two client companies, one of which took place during the year ended 31 December 2022 and the other during the year ended 31 December 2023. The non-refundable origination fees received from the client company relates to the fee payable to the Group at the point in time the client company enters into binding contracts with the stock (trading) company to purchase its inventory. The Group have recognised the non-refundable origination fee as revenue at the point in time that the fee becomes receivable from the client company. This is consistent with the fact that there are no performance obligations that remain to be completed by the Group relating to this fee at this point in time. c)\u2002Open Market IM \u2013 IM Platform usage fees: This revenue arises from usage of the Group\u2019s IM Platform by the independent stock (trading) company to facilitate the purchase of the inventory from the client company. Given the stage of the Group\u2019s development, and the evolution of the Group\u2019s contracting arrangements, as at 31 December 2023, the Group had facilitated two IM transactions over its IM Platform and therefore had received IM Platform usage fees from the independent stock (trading) company in respect of these two IM transactions only. Management concluded that the usage of the IM Platform granted by the Group to the stock (trading) company represented a Software as a Service (\u201cSaas\u201d) contract and as such the annual IM Platform usage fees are recognised over time in line with the time period covered by the contract as required by IFRS 15 (\u201cRevenue from Contracts with Customers\u201d). As the annual IM Platform usage fees are received by the Group at the beginning of the annual period, any unrecognised amounts are held on the balance sheet as deferred income. d)\u2002Open Market IM \u2013 IM service fees: This revenue arises as a result of the service fees charged by the Group to the independent stock (trading) company as remuneration for the support and administration activities, such as the monitoring of the inventory purchased, the Group performs in connection with the use of the Group\u2019s IM Platform. Given the stage of the Group\u2019s development, and the evolution of the Group\u2019s contracting arrangements, as at 31 December 2023, the Group had facilitated two IM transactions over its IM Platform and therefore had received IM service fees from the independent stock (trading) company in respect of two IM transactions only. Management concluded that the support and administration activities performed in exchange for these fees represent separately identifiable performance obligation and as such the annual fees are recognised over time in line with the time period covered by the contract as required by IFRS 15 (\u201cRevenue from Contracts with Customers\u201d). These service fees are accrued up to the point the fees are received and then any unrecognised amounts are held on the balance sheet as deferred income. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-453": { "value": "Cost of Sales Cost of sales represents those costs that can be directly related to the sales effort. At this early stage in the Group\u2019s development, the cost of sales includes both the costs of the work force who are engaged in the due diligence related processes, the amortisation of the costs relating to the internally developed IM platform, and any external costs directly related to the completion of the due diligence activities. Management regard these items as the direct costs associated with generating the Open Market IM revenue; in line with similar fintech companies. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForExpensesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-454": { "value": "Leases The Group does not have any material lease arrangements that would be required to be accounted for under IFRS 16 (\u201cLeases\u201d). In addition, in accordance with IFRS 16 (\u201cLeases\u201d), any short term leases costs are recognised in the consolidated statement of comprehensive income in the period which is covered by the term of the lease. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-455": { "value": "Property, Plant and equipment Recognition and measurement All property, plant and equipment is stated at cost less accumulated depreciation and impairment. The costs of the plant and equipment is the purchase price plus any incidental costs of acquisition. Depreciation commences at the point the asset is brought into use. If there is any indication that an asset\u2019s value is less than it\u2019s carrying amount an impairment review is carried out. Where impairment is identified an asset\u2019s value is reduced to reflect this. The residual values and useful economic lives of plant and equipment are reviewed by management on an annual basis and revised to the extent required. Depreciation Depreciation is charged to write off the cost, less estimated residual values, of all plant and equipment equally over their expected useful lives. It is calculated at the following rates: > Computers and IT equipment at 33% per annum. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-491": { "value": "Depreciation Depreciation is charged to write off the cost, less estimated residual values, of all plant and equipment equally over their expected useful lives. It is calculated at the following rates: > Computers and IT equipment at 33% per annum. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-456": { "value": "Tax The tax expense for the period comprises current tax, including any associated penalties and late payment charges. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income. Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement of financial position method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. The carrying amount of any deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on tax rates that have been enacted or substantively enacted at the statement of financial position date. Deferred tax and current tax are charged or credited to profit or loss, except when it relates to items charged or credited in other comprehensive income or directly to equity, in which case the deferred tax is also recognised in other comprehensive income or equity respectively. In line with IAS 1 (\u201cPresentation of Financial Statements\u201d) any deferred tax assets have been classified as non-current assets. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-492": { "value": "Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement of financial position method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. The carrying amount of any deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on tax rates that have been enacted or substantively enacted at the statement of financial position date. Deferred tax and current tax are charged or credited to profit or loss, except when it relates to items charged or credited in other comprehensive income or directly to equity, in which case the deferred tax is also recognised in other comprehensive income or equity respectively. In line with IAS 1 (\u201cPresentation of Financial Statements\u201d) any deferred tax assets have been classified as non-current assets. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-457": { "value": "Cash and cash equivalents Cash and other short-term deposits in the statement of financial position comprise cash at banks and in hand and short-term deposits with an original maturity of three months or less and where there is an insignificant risk of changes in value. In the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-493": { "value": "Functional and presentation currencies The consolidated financial statements are presented in pounds sterling (\u00a3), the Company\u2019s functional currency. Foreign currency The main currencies for the Group are the euro (EUR), pounds sterling (GBP), US dollars (USD) and Singapore dollars (SGD). Foreign currency transactions and balances Items included in the consolidated financial statements of each of the Group\u2019s subsidiaries are measured using their functional currency. The functional currency of the parent and each subsidiary is the currency of the primary economic environment in which the entity operates. Foreign currency transactions are translated into the functional currency using the average exchange rates in the month. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the reporting period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income. Share capital, share premium and brought forward earnings are translated using the exchange rates prevailing at the dates of the transactions. See applicable exchange rates to GBP used during FY23 and FY22 below:
2023
2022
Closing
Average
Closing
Average
SGD*
1.7188
1.6684
1.6218
1.7221
EUR
1.1534
1.1495
1.1276
1.1780
USD
1.2732
1.2432
1.2102
1.2495
* The 2023 Singapore dollar (\u201cSGD\u201d) exchange rate shown in the table above are for the following periods, closing \u2013 30 June 2023, average \u2013 for the six month period ended 30 June 2023. This reflects the fact that the TradeFlow Restructuring was finalised and completed on 30 June 2023 and TradeFlow was deconsolidated from the Group\u2019s results from this date. Consolidation of foreign entities On consolidation, results of the foreign entities are translated from the local functional currency to pounds sterling, the presentation currency of the Group, using average exchange rates during the period. All assets and liabilities are translated from the local functional currency to pounds sterling using the reporting period end exchange rates. The exchange differences arising from the translation of the net investment in foreign entities are recognised in other comprehensive income and accumulated in a separate component of equity. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-458": { "value": "Functional and presentation currencies The consolidated financial statements are presented in pounds sterling (\u00a3), the Company\u2019s functional currency. Foreign currency The main currencies for the Group are the euro (EUR), pounds sterling (GBP), US dollars (USD) and Singapore dollars (SGD). Foreign currency transactions and balances Items included in the consolidated financial statements of each of the Group\u2019s subsidiaries are measured using their functional currency. The functional currency of the parent and each subsidiary is the currency of the primary economic environment in which the entity operates. Foreign currency transactions are translated into the functional currency using the average exchange rates in the month. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the reporting period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income. Share capital, share premium and brought forward earnings are translated using the exchange rates prevailing at the dates of the transactions. See applicable exchange rates to GBP used during FY23 and FY22 below:
2023
2022
Closing
Average
Closing
Average
SGD*
1.7188
1.6684
1.6218
1.7221
EUR
1.1534
1.1495
1.1276
1.1780
USD
1.2732
1.2432
1.2102
1.2495
* The 2023 Singapore dollar (\u201cSGD\u201d) exchange rate shown in the table above are for the following periods, closing \u2013 30 June 2023, average \u2013 for the six month period ended 30 June 2023. This reflects the fact that the TradeFlow Restructuring was finalised and completed on 30 June 2023 and TradeFlow was deconsolidated from the Group\u2019s results from this date. Consolidation of foreign entities On consolidation, results of the foreign entities are translated from the local functional currency to pounds sterling, the presentation currency of the Group, using average exchange rates during the period. All assets and liabilities are translated from the local functional currency to pounds sterling using the reporting period end exchange rates. The exchange differences arising from the translation of the net investment in foreign entities are recognised in other comprehensive income and accumulated in a separate component of equity. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-459": { "value": "Employee benefits Short-term employee benefits The Group accounts for employee benefits in accordance with IAS 19 (\u201cEmployee Benefits\u201d). Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Defined contribution pension obligations The Group accounts for employee benefits in accordance with IAS 19 (\u201cEmployee Benefits\u201d). Contributions to the Group\u2019s defined contributions pension scheme are charged to profit or loss in the period in which they become payable. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-494": { "value": "Financial assets Classification Financial assets currently comprise trade and other receivables, receivable from related party and cash and cash equivalents. Recognition and measurement Loans and receivables Loans and receivables are mainly contractual trade receivables and are non-derivative financial assets with fixed or determinable payments that do not have a significant financial component and are not quoted in an active market. Accordingly, trade and other receivables are recognised at undiscounted invoice price. Where applicable, a reserve for credit risk is made at the beginning of each transaction and adjusted subsequently through profit and loss. Impairment provisions for trade receivables are recognised based on the simplified approach within IFRS 9 (\u201cFinancial Instruments\u201d) using the lifetime expected credit losses. During this process the probability of the non-payment of trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are reported in a separate provision account with the loss being recognised within administrative expenses in the consolidated statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-460": { "value": "Financial assets Classification Financial assets currently comprise trade and other receivables, receivable from related party and cash and cash equivalents. Recognition and measurement Loans and receivables Loans and receivables are mainly contractual trade receivables and are non-derivative financial assets with fixed or determinable payments that do not have a significant financial component and are not quoted in an active market. Accordingly, trade and other receivables are recognised at undiscounted invoice price. Where applicable, a reserve for credit risk is made at the beginning of each transaction and adjusted subsequently through profit and loss. Impairment provisions for trade receivables are recognised based on the simplified approach within IFRS 9 (\u201cFinancial Instruments\u201d) using the lifetime expected credit losses. During this process the probability of the non-payment of trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are reported in a separate provision account with the loss being recognised within administrative expenses in the consolidated statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. Financial liabilities Classification Financial liabilities comprise trade and other payables, long- term borrowings, loan notes and convertible loan notes. Recognition and measurement Trade and other payables Trade and other payables are initially recognised at fair value less transaction costs and thereafter carried at amortised cost. Long-term borrowings and loan notes Interest bearing long-term borrowings and loan notes and are initially recorded at the proceeds received, net of direct issue costs (including commitment fees, introducer fees and the fair value of warrants issued to satisfy issue costs). Finance charges, including direct issue costs, are accounted for on an amortised cost basis to the consolidated statement of comprehensive income using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. The carrying value of the loan notes have been adjusted for any principal repayments made since inception. Convertible loan notes Convertible loan notes that were issued by the Group in the prior period were recorded at the fair value of the convertible loan notes issued, net of direct issue costs including commitment fees. Finance charges, including direct issue costs, were accounted for on an amortised cost basis to the consolidated statement of comprehensive income using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. The carrying value of the convertible loan notes were adjusted to take into account the fair value of those notes that have been converted into new ordinary shares since inception. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-516": { "value": "Loans and receivables Loans and receivables are mainly contractual trade receivables and are non-derivative financial assets with fixed or determinable payments that do not have a significant financial component and are not quoted in an active market. Accordingly, trade and other receivables are recognised at undiscounted invoice price. Where applicable, a reserve for credit risk is made at the beginning of each transaction and adjusted subsequently through profit and loss. Impairment provisions for trade receivables are recognised based on the simplified approach within IFRS 9 (\u201cFinancial Instruments\u201d) using the lifetime expected credit losses. During this process the probability of the non-payment of trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are reported in a separate provision account with the loss being recognised within administrative expenses in the consolidated statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLoansAndReceivablesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-495": { "value": "Financial liabilities Classification Financial liabilities comprise trade and other payables, long- term borrowings, loan notes and convertible loan notes. Recognition and measurement Trade and other payables Trade and other payables are initially recognised at fair value less transaction costs and thereafter carried at amortised cost. Long-term borrowings and loan notes Interest bearing long-term borrowings and loan notes and are initially recorded at the proceeds received, net of direct issue costs (including commitment fees, introducer fees and the fair value of warrants issued to satisfy issue costs). Finance charges, including direct issue costs, are accounted for on an amortised cost basis to the consolidated statement of comprehensive income using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. The carrying value of the loan notes have been adjusted for any principal repayments made since inception. Convertible loan notes Convertible loan notes that were issued by the Group in the prior period were recorded at the fair value of the convertible loan notes issued, net of direct issue costs including commitment fees. Finance charges, including direct issue costs, were accounted for on an amortised cost basis to the consolidated statement of comprehensive income using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. The carrying value of the convertible loan notes were adjusted to take into account the fair value of those notes that have been converted into new ordinary shares since inception. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-517": { "value": "Trade and other payables Trade and other payables are initially recognised at fair value less transaction costs and thereafter carried at amortised cost. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-518": { "value": "Long-term borrowings and loan notes Interest bearing long-term borrowings and loan notes and are initially recorded at the proceeds received, net of direct issue costs (including commitment fees, introducer fees and the fair value of warrants issued to satisfy issue costs). Finance charges, including direct issue costs, are accounted for on an amortised cost basis to the consolidated statement of comprehensive income using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. The carrying value of the loan notes have been adjusted for any principal repayments made since inception. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-461": { "value": "Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that the Group will be required to settle the obligation and the amount can be reliably estimated. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForProvisionsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-462": { "value": "Share-based payments Equity-settled share-based payments relate to the warrants issued in connection with the cost of issuing new equity, loan notes and convertible notes during the relevant year, and acquisition related earn-out payments. Share warrants Certain equity-settled share-based payments relate to the warrants issued in connection with the cost of issuing new equity, loan notes and convertible loan notes. These equity- settled share-based payments are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions. Details regarding the determination of the fair value of these equity-settled share-based transactions are set out in note 24. The fair value determined at the grant date of the equity- settled share-based payments relating to the warrants issued in connection with the issue of equity are netted off against the amount of share premium that is recognised in respect of the share issue to which they directly relate. Any amounts in excess of the share premium recognised, are netted off against retained losses. The fair value determined at the grant date of the equity-settled share-based payments relating to the warrants issued in connection with the issue of loan notes, convertible loan notes or other debt instruments are netted off against the fair value of the underlying loan notes, convertibles loan notes to which they directly relate. The fair value is then expensed together with the other related finance costs on an amortised cost basis to the Group\u2019s statement of comprehensive income using the effective interest method. If there are any subsequent modifications made to any of the terms of equity-settled share-based payments relating to the warrants issued by the Group, the change in fair value is calculated as the difference between the fair value of the modified equity-settled share-based payment and that of the original equity-shared share-based payment. This calculation relates to any warrants that are still outstanding and have not been converted into ordinary shares at the time of the subsequent modification. The change in the fair value is then accounted on a consistent basis to the initial fair value. In respect of the share-based payments, the fair value is not revised at subsequent reporting dates, however, the fair value is released from the share-based payment reserve at the point in time that any of the warrants are exercised by the third party holder. Employee share schemes Grants made to certain employees of the Group will result in a charge recognised in the Group\u2019s statement of comprehensive income. Such grants will be measured at fair value at the date of grant and will be expensed on a straight- line basis over the vesting period, based on the Group\u2019s estimate of the shares that will eventually vest. Vesting assumptions are reviewed during each period to ensure they reflect current expectations. Full details of the Group\u2019s share-base payments refer to note 24. Acquisition related earn-out payments In addition, the Group previously recognised a share-based payment reserve in connection with acquisition related earn-out payments arising from the acquisition of TradeFlow. The fair value of these earn-out payments were measured using the same methods as outlined above. Given the service conditions related to these payments are linked to one of the Group\u2019s current subsidiaries, the share-based payment expense is recognised within the consolidated financial statements as an increase to the share-based payment reserve and through the Group\u2019s statement of comprehensive income. The fair value determined at the grant date of these equity-settled share-based payments are recognised over the vesting period on a straight-line basis, based on the estimate of equity instruments that will eventually vest. Vesting assumptions are reviewed during each period to ensure they reflect current expectations
and any changes required to true-up the related share-
based payment reserve are recognised through the Group\u2019s
income statement in the relevant period.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-496": { "value": "Share warrants Certain equity-settled share-based payments relate to the warrants issued in connection with the cost of issuing new equity, loan notes and convertible loan notes. These equity- settled share-based payments are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions. Details regarding the determination of the fair value of these equity-settled share-based transactions are set out in note 24. The fair value determined at the grant date of the equity- settled share-based payments relating to the warrants issued in connection with the issue of equity are netted off against the amount of share premium that is recognised in respect of the share issue to which they directly relate. Any amounts in excess of the share premium recognised, are netted off against retained losses. The fair value determined at the grant date of the equity-settled share-based payments relating to the warrants issued in connection with the issue of loan notes, convertible loan notes or other debt instruments are netted off against the fair value of the underlying loan notes, convertibles loan notes to which they directly relate. The fair value is then expensed together with the other related finance costs on an amortised cost basis to the Group\u2019s statement of comprehensive income using the effective interest method. If there are any subsequent modifications made to any of the terms of equity-settled share-based payments relating to the warrants issued by the Group, the change in fair value is calculated as the difference between the fair value of the modified equity-settled share-based payment and that of the original equity-shared share-based payment. This calculation relates to any warrants that are still outstanding and have not been converted into ordinary shares at the time of the subsequent modification. The change in the fair value is then accounted on a consistent basis to the initial fair value. In respect of the share-based payments, the fair value is not revised at subsequent reporting dates, however, the fair value is released from the share-based payment reserve at the point in time that any of the warrants are exercised by the third party holder. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForWarrantsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-519": { "value": "Discontinued Operations The Group classifies non-current assets and disposal groups as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying value and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense. The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that decisions to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification. Assets and liabilities classified as held for sale are presented separately in the balance sheet. A disposal group qualifies as a discontinued operation if it is a component of an entity that either has been disposed or, is classified as held for sale, and: > Represents a separate major line of business or geographical area of operations: and > Is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the income statements. All other notes in the financial statements include amounts for continuing operations, unless otherwise mentioned. The Board considered that in light of the TradeFlow Restructuring that commenced during the second half of 2022, the TradeFlow operations meet the criteria to be classified as held for sale at 31 December 2022 as at this date the details of the TradeFlow Restructuring had all been agreed in principle between the parties and was expected to be completed post year end together with the publication of the 2022 Annual Report and Accounts. As a result the TradeFlow operations were available for immediate sale in its present condition and it was highly probable that that sale would be completed within 12 months of 31 December 2022. The TradeFlow Restructuring was completed and finalised on 30 June 2023 at which point the Group reduced its ownership in TradeFlow from 100% to 19%. Prior to completion of the TradeFlow Restructuring, the TradeFlow operations were continued to be classified as held for sale in the Group\u2019s consolidated financial statements. Following the 30 June 2023, the TradeFlow operates were deconsolidated from the Group\u2019s financial statements. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForNoncurrentAssetsOrDisposalGroupsClassifiedAsHeldForSaleExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-463": { "value": "Discontinued Operations The Group classifies non-current assets and disposal groups as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying value and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense. The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that decisions to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification. Assets and liabilities classified as held for sale are presented separately in the balance sheet. A disposal group qualifies as a discontinued operation if it is a component of an entity that either has been disposed or, is classified as held for sale, and: > Represents a separate major line of business or geographical area of operations: and > Is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the income statements. All other notes in the financial statements include amounts for continuing operations, unless otherwise mentioned. The Board considered that in light of the TradeFlow Restructuring that commenced during the second half of 2022, the TradeFlow operations meet the criteria to be classified as held for sale at 31 December 2022 as at this date the details of the TradeFlow Restructuring had all been agreed in principle between the parties and was expected to be completed post year end together with the publication of the 2022 Annual Report and Accounts. As a result the TradeFlow operations were available for immediate sale in its present condition and it was highly probable that that sale would be completed within 12 months of 31 December 2022. The TradeFlow Restructuring was completed and finalised on 30 June 2023 at which point the Group reduced its ownership in TradeFlow from 100% to 19%. Prior to completion of the TradeFlow Restructuring, the TradeFlow operations were continued to be classified as held for sale in the Group\u2019s consolidated financial statements. Following the 30 June 2023, the TradeFlow operates were deconsolidated from the Group\u2019s financial statements. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForNoncurrentAssetsOrDisposalGroupsClassifiedAsHeldForSaleAndDiscontinuedOperationsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-497": { "value": "Discontinued Operations The Group classifies non-current assets and disposal groups as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying value and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense. The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that decisions to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification. Assets and liabilities classified as held for sale are presented separately in the balance sheet. A disposal group qualifies as a discontinued operation if it is a component of an entity that either has been disposed or, is classified as held for sale, and: > Represents a separate major line of business or geographical area of operations: and > Is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the income statements. All other notes in the financial statements include amounts for continuing operations, unless otherwise mentioned. The Board considered that in light of the TradeFlow Restructuring that commenced during the second half of 2022, the TradeFlow operations meet the criteria to be classified as held for sale at 31 December 2022 as at this date the details of the TradeFlow Restructuring had all been agreed in principle between the parties and was expected to be completed post year end together with the publication of the 2022 Annual Report and Accounts. As a result the TradeFlow operations were available for immediate sale in its present condition and it was highly probable that that sale would be completed within 12 months of 31 December 2022. The TradeFlow Restructuring was completed and finalised on 30 June 2023 at which point the Group reduced its ownership in TradeFlow from 100% to 19%. Prior to completion of the TradeFlow Restructuring, the TradeFlow operations were continued to be classified as held for sale in the Group\u2019s consolidated financial statements. Following the 30 June 2023, the TradeFlow operates were deconsolidated from the Group\u2019s financial statements. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDiscontinuedOperationsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-464": { "value": "Equity \u201cShare capital\u201d represents the nominal value of equity shares issued. \u201cShare premium\u201d represents the excess over nominal value of the fair value of consideration received for equity shares net of expenses of the share issue. \u201cOther reserves\u201d represents legal reserves in respect of Supply@ME S.r.l. In accordance with Article 2430 of the Italian Civil Code, Supply@ME S.r.l., a limited liability company registered in Italy, with a corporate capital of euro 10,000 or above shall annually allocate as a legal reserve an amount of 5% of the annual net profit until the legal reserve will be equal to 20% of corporate capital. \u201cShare-based payment reserve\u201d represents the adjustments to equity in respect of the fair value of outstanding share- based payments including warrants issued in connection with the cost of issuing new equity or debt instruments during the relevant period, employee share schemes and acquisition related earn-out payments. \u201cMerger relief reserve\u201d represents the excess of the value of the consideration shares issued to the shareholders of Supply@ME S.r.l. upon the reverse takeover over the fair value of the assets acquired. \u201cReverse takeover reserve\u201d represents the accounting adjustments required to reflect the reverse takeover upon consolidation. Specifically, removing the value of the investment in Supply@ME S.r.l., removing the share capital of Supply@ME S.r.l. and bringing in the pre-acquisition equity of Supply@ME Capital plc. \u201cFX reserves\u201d represents foreign currency translation differences on consolidation of subsidiaries reporting under a different functional currency to the parent company. \u201cRetained losses\u201d represents retained losses of the Group. As a result of the reverse takeover, the consolidated figures include the retained losses of the Group only from the date of the reverse takeover together with the brought forward losses of Supply@ME S.r.l. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-465": { "value": "Critical accounting judgements and sources of estimation uncertainty The preparation of financial information in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgement in the process of applying the accounting policies which are detailed above. These judgements are continually evaluated by the Directors and management and are based on experience to date and other factors, including reasonable expectations of future events that are believed to be reasonable under the circumstances. The key estimates and underlying assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial position date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period, are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. A number of these key estimates and underlying assumptions have been considered as a result of specific transactions outlined in these consolidated financial statements. The Directors have evaluated the estimates using historical experience and other methods considered reasonable specific to the circumstances. The Directors have also but also in consultation with third-party experts where appropriate. These estimates will be evaluated on an ongoing basis as required. The Group believes that the estimates and judgements that have the most significant impact on the annual results under IAS are as set out below: Judgements Internally developed intangible assets The cost of an internally generated IM platform comprises all directly attributable costs necessary to create, produce, and prepare the asset to be capable of operating in the manner intended by management. During the period judgement was required to distinguish those costs that were capable of being capitalised under IAS 38 (\u201cIntangible assets\u201d) and that costs that related to research activities, the cost of which has been recognised as an expense during the relevant period. Revenue recognition \u2013 assessment of performance obligations > The Directors are required to make a judgement as to if the due diligence services represent a distinct performance obligation under IFRS 15 (\u201cRevenue from Contracts with Customers\u201d). The Board and management have concluded that this is indeed the case due to the distinct beneficial service being provided to client companies through the delivery of the due diligence report which provide insight and information into the business. > The Directors are required to make a judgement as to if the receipt of non-refundable origination fees received from the client companies represent a distinct performance obligation under IFRS 15 (\u201cRevenue from Contracts with Customers\u201d). The Board and management have concluded that no separately identifiable performance obligation is carried out by the Group associated with this fee. Estimates Valuation of share warrants issued During the current financial year the Group issued share warrants in connection with the new equity funding. In the prior financial year the Company also issued share warrants in connection with loan notes and certain convertible loan notes alongside the issue of new equity. As these share warrants were issued as a cost of securing new equity investment or funding facilities for the Group, they fall into the scope of IFRS 2 (\u201cShare-based payments\u201d). As such the Directors were required to determine the fair value of the equity-settled share-based payments at the date on which they were granted. Judgement was required in determining the most appropriate inputs into the valuation models (Black Scholes) used and the key judgemental input was the expected volatility rate of the Company\u2019s share price over the relevant period and the assumption applied in the models were between 97% - 88% and were based the actual volatility of the Company\u2019s share price from the date of the reverse takeover (being March 2020) to the date at which the relevant valuation model was run. The fair value cost of those share warrants that were issued in connection with new equity funding during the financial year ended 31 December 2023 were recognised as debits to equity on the consolidated statement of financial position. If the expected volatility rate was adjusted by plus 10%, then the impact on the fair value recognised as the initial debit to equity in the current year would have been approximately plus \u00a384,000. If the expected volatility rate was adjusted by minus 10%, then the impact on the fair value recognised as the initial debit to equity in the current year would have been approximately minus \u00a389,000. The fair value cost of those share warrants that were issued in connection with new debt funding were recognised in the consolidated statement of comprehensive income. There were no share warrants issued in the financial year ended 31 December 2023 that were connected with new debt funding. During the current year the expiry date of certain of the share warrants, that had previously been issued in connection with the issue of new equity during the year ended 31 December 2022, was extended by 12 months. The Directors were required to determine the change in the fair value of these share warrants as a result of the modification to the expiry date. To do so, the same valuation model (Black Scholes) was used and the change in fair value was calculated as the difference between the fair value of the modified shared warrants and that of the original fair value. Non-controlling discount During the current financial year, the Group finalised and completed the TradeFlow Restructuring in which it disposed of 81% of its investment in TradeFlow. To determine the accounting fair value of the retained 19% investment in TradeFlow, management used the specifics set out in the TradeFlow share purchase agreement dated 30 June 2023. Further details of this calculation are set out in note 26 to these consolidated financial statements. Following this calculation, management then applied a discount of 25% to this fair value calculated at 30 June 2023 to take account of the fact that the Company no longer controls the TradeFlow operations. This discount applied is a management judgement that will continue to be reassessed at each reporting date. If the discount rate was adjusted by plus 10%, then the impact on the profit on disposal of 81% of TradeFlow recognised in the statament of comprehensive income in the current financial year would have been lower by \u00a347,000. If the discount rate was adjusted by minus 10%, then the impact on the profit on disposal of 81% of TradeFlow recognised in the statement of comprehensive income in the current financial year would have been higher by \u00a347,000.", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-466": { "value": "
3 Segmental reporting
IFRS 8 (\u201cOperating segments\u201d) requires the Group\u2019s operating segments to be established on the basis of the components of
the Group that are evaluated regularly by the chief operating decision maker, which has been determined to be the Board of
Directors. At this early stage of development, the Group\u2019s structure and internal reporting is continually developing. Prior to
the acquisition of TradeFlow on 1 July 2021, the Board considered that the Group operated in a single business segment of
due diligence and all activities were undertaken in Italy.
Following the acquisition of TradeFlow, the Board of Directors managed the Group as two operating segments being
Inventory Monetisation (currently comprising largely of the Group\u2019s Supply@ME operating subsidiary) and investment advisory
(comprising the TradeFlow operations), alongside the head office costs (comprising the Company). To date the Inventory
Monetisation segment has been focused on the development of the IM platform, the provision of due diligence services and
the facilitation of the initial IM transaction that took place during 2022 and 2023.
During 2022, the management team and the Board of Directors of the Company began work in respect of the TradeFlow
Restructuring and as a result, the TradeFlow operations have been classified as a discontinued operation under IFRS 5 (\u201cNon-
current assets held for sale and discontinued operations\u201d) for the purposes of the consolidated annual financial statement
for the year ended 31 December 2022 and for the year ended 31 December 2023. Further to the above, the TradeFlow
Restructuring transaction was finalised on 30 June 2023 resulting in the Group reducing its ownership in TradeFlow from
100% to 19% through the disposal of 81% of the issued share capital in TradeFlow. As such the Group has reverted back to
a single segment from its continuing operations for the financial year ended 31 December 2022 and for the year ended 31
December 2023, being Inventory Monetisation, alongside the head office costs (largely compromising the Company).
The key metrics assessed by the Board of Directors include revenue and adjusted operating profit (before impairment
charges and fair value adjustments) which is presented below. Revenue is presented by basis of IFRS 15 (\u201cRevenue from
Contracts with Customers\u201d) revenue recognition and by service line.
Inventory Head Consolidated Group \u2013
Monetisation office continuing operations
Year ended 31 December 2023 \u00a3 000 \u00a3 000 \u00a3 000
Revenue from continuing operations
Due diligence fees
94
-
94
Inventory Monetisation fees
64
-
64
Revenue from continuing operations
158
-
158
Operating loss from continuing operations before impairment charges
and fair value adjustments
(1,061)
(2,564)
(3,625)
All the Group\u2019s revenue from due diligence fees is recognised at a point in time. Of the revenue generated from Inventory
Monetisation fees, \u00a311,000 is generated from origination fees which is recognised at a point in time, and the remaining
\u00a353,000 is generated from usage of the Group\u2019s IM Platform and services provided by the Group in connection with the IM
transaction. This \u00a353,000 of revenue is recognised over time and the amount recognised in the current financial year relates
to the performance obligations satisfied prior to 31 December 2023.
Inventory Head Consolidated Group \u2013
Monetisation office continuing operations
Year ended 31 December 2023 \u00a3 000 \u00a3 000 \u00a3 000
Balance sheet
Assets
971
1,213
2,184
Liabilities
(4,321)
(1,670)
(5,991)
Net (liabilities)
(3,350)
(457)
(3,807)
Geographical analysis
The Group\u2019s Inventory Monetisation operation is currently predominately located in Europe, while the investment advisory
operations (classified as a discontinued operation) were predominately located in Singapore for the six month period from 1
January to 30 June 2023.
Comparative segmental reporting
Inventory Head Consolidated Group \u2013
Monetisation office continuing operations
Year ended 31 December 2022 \u00a3 000 \u00a3 000 \u00a3 000
Revenue
Due diligence fees
102
-
102
Inventory Monetisation fees
36
-
36
Revenue by operating segment
138
-
138
Operating loss from continuing operations before impairment charges
(1,308)
(3,343)
(4,651)
All the Group\u2019s revenue from due diligence fees is recognised at a point in time. Of the revenue generated from Inventory
Monetisation fees, \u00a320,000 is generated from origination fees which is recognised at a point in time, and the remaining
\u00a316,000 is generated from usage of the Group\u2019s IM Platform and services provided by the Group in connection with the IM
transaction. This \u00a316,000 of revenue is recognised over time and the amount recognised in the prior financial year relates to
the performance obligations satisfied prior to 31 December 2022.
Inventory Head Consolidated Group \u2013
Monetisation office continuing operations
Year ended 31 December 2022 \u00a3 000 \u00a3 000 \u00a3 000
Balance sheet
Assets
635
867
1,502
Liabilities
(4,773)
(1,037)
(5,810)
Net (liabilities)
(4,138)
(170)
(4,308)
Geographical analysis
The Group\u2019s Inventory Monetisation operation is currently predominately located in Europe, while the investment advisory operations
(classified as a discontinued operation) were predominately located in Singapore for the year ended 31 December 2022.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-498": { "value": "Geographical analysis The Group\u2019s Inventory Monetisation operation is currently predominately located in Europe, while the investment advisory operations (classified as a discontinued operation) were predominately located in Singapore for the six month period from 1 January to 30 June 2023. Geographical analysis The Group\u2019s Inventory Monetisation operation is currently predominately located in Europe, while the investment advisory operations (classified as a discontinued operation) were predominately located in Singapore for the year ended 31 December 2022.", "dimensions": { "concept": "ifrs-full:DisclosureOfGeographicalAreasExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-467": { "value": "
4 Finance costs from continuing operations
2023 2022
\u00a3 000 \u00a3 000
Interest expense \u2013 long-term borrowings
38
13
Interest expense \u2013 loan notes / convertible loan notes
-
1,969
Other interest expense
45
-
Total finance costs
83
1,982
Included within the interest expense related to long-term borrowings is an amount of \u00a37,000 (2022: \u00a3nil) accrued in relation
to the TAG Unsecured Working Capital facility.
5 Other operating income from continuing operations
2023 2022
\u00a3 000 \u00a3 000
Gain arising on settlement of outstanding creditor balance
376
-
Interest income
31
6
Other operating income
91
3
498
9
The gain arising on settlement of outstanding creditor balance relates to the settlement agreement, dated 2 May 2023, with
an existing creditor of the Group. This settlement agreement reduced the total amount that was owed by the Group, to
this supplier, in exchange for payment of the new agreed amount by a specific date. The total amount owed to this specific
creditor prior to the settlement agreement being signed was \u20ac1,130,250. This amount was reduced to \u20ac700,000 as a result of
the negotiations proceeding the signing of the settlement agreement. This resulted in a difference of \u20ac420,250 or \u00a3376,000
which has been recorded as other operating income in the consolidated statement of comprehensive income for the year
ended 31 December 2023.
Included within the interest income is an amount of \u00a322,000 (2022: \u00a3nil) accrued as receivable from TAG in relation to late
payments received in connection with the TAG Top-Up Shareholder Loan Agreement and the Deed of Novation signed with
TAG in connection with the TradeFlow Restructuring.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-532": { "value": "4 Finance costs from continuing operations
2023 2022
\u00a3 000 \u00a3 000
Interest expense \u2013 long-term borrowings
38
13
Interest expense \u2013 loan notes / convertible loan notes
-
1,969
Other interest expense
45
-
Total finance costs
83
1,982
Included within the interest expense related to long-term borrowings is an amount of \u00a37,000 (2022: \u00a3nil) accrued in relation to the TAG Unsecured Working Capital facility. ", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestExpenseExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-520": { "value": "4 Finance costs from continuing operations
2023 2022
\u00a3 000 \u00a3 000
Interest expense \u2013 long-term borrowings
38
13
Interest expense \u2013 loan notes / convertible loan notes
-
1,969
Other interest expense
45
-
Total finance costs
83
1,982
Included within the interest expense related to long-term borrowings is an amount of \u00a37,000 (2022: \u00a3nil) accrued in relation to the TAG Unsecured Working Capital facility. 5 Other operating income from continuing operations
2023 2022
\u00a3 000 \u00a3 000
Gain arising on settlement of outstanding creditor balance
376
-
Interest income
31
6
Other operating income
91
3
498
9
The gain arising on settlement of outstanding creditor balance relates to the settlement agreement, dated 2 May 2023, with an existing creditor of the Group. This settlement agreement reduced the total amount that was owed by the Group, to this supplier, in exchange for payment of the new agreed amount by a specific date. The total amount owed to this specific creditor prior to the settlement agreement being signed was \u20ac1,130,250. This amount was reduced to \u20ac700,000 as a result of the negotiations proceeding the signing of the settlement agreement. This resulted in a difference of \u20ac420,250 or \u00a3376,000 which has been recorded as other operating income in the consolidated statement of comprehensive income for the year ended 31 December 2023. Included within the interest income is an amount of \u00a322,000 (2022: \u00a3nil) accrued as receivable from TAG in relation to late payments received in connection with the TAG Top-Up Shareholder Loan Agreement and the Deed of Novation signed with TAG in connection with the TradeFlow Restructuring.", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExpenseExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-499": { "value": "4 Finance costs from continuing operations
2023 2022
\u00a3 000 \u00a3 000
Interest expense \u2013 long-term borrowings
38
13
Interest expense \u2013 loan notes / convertible loan notes
-
1,969
Other interest expense
45
-
Total finance costs
83
1,982
Included within the interest expense related to long-term borrowings is an amount of \u00a37,000 (2022: \u00a3nil) accrued in relation to the TAG Unsecured Working Capital facility. ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceCostExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-541": { "value": "5 Other operating income from continuing operations
2023 2022
\u00a3 000 \u00a3 000
Gain arising on settlement of outstanding creditor balance
376
-
Interest income
31
6
Other operating income
91
3
498
9
The gain arising on settlement of outstanding creditor balance relates to the settlement agreement, dated 2 May 2023, with an existing creditor of the Group. This settlement agreement reduced the total amount that was owed by the Group, to this supplier, in exchange for payment of the new agreed amount by a specific date. The total amount owed to this specific creditor prior to the settlement agreement being signed was \u20ac1,130,250. This amount was reduced to \u20ac700,000 as a result of the negotiations proceeding the signing of the settlement agreement. This resulted in a difference of \u20ac420,250 or \u00a3376,000 which has been recorded as other operating income in the consolidated statement of comprehensive income for the year ended 31 December 2023. Included within the interest income is an amount of \u00a322,000 (2022: \u00a3nil) accrued as receivable from TAG in relation to late payments received in connection with the TAG Top-Up Shareholder Loan Agreement and the Deed of Novation signed with TAG in connection with the TradeFlow Restructuring.", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExpenseExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-539": { "value": "5 Other operating income from continuing operations
2023 2022
\u00a3 000 \u00a3 000
Gain arising on settlement of outstanding creditor balance
376
-
Interest income
31
6
Other operating income
91
3
498
9
The gain arising on settlement of outstanding creditor balance relates to the settlement agreement, dated 2 May 2023, with an existing creditor of the Group. This settlement agreement reduced the total amount that was owed by the Group, to this supplier, in exchange for payment of the new agreed amount by a specific date. The total amount owed to this specific creditor prior to the settlement agreement being signed was \u20ac1,130,250. This amount was reduced to \u20ac700,000 as a result of the negotiations proceeding the signing of the settlement agreement. This resulted in a difference of \u20ac420,250 or \u00a3376,000 which has been recorded as other operating income in the consolidated statement of comprehensive income for the year ended 31 December 2023. Included within the interest income is an amount of \u00a322,000 (2022: \u00a3nil) accrued as receivable from TAG in relation to late payments received in connection with the TAG Top-Up Shareholder Loan Agreement and the Deed of Novation signed with TAG in connection with the TradeFlow Restructuring.", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-533": { "value": "5 Other operating income from continuing operations
2023 2022
\u00a3 000 \u00a3 000
Gain arising on settlement of outstanding creditor balance
376
-
Interest income
31
6
Other operating income
91
3
498
9
The gain arising on settlement of outstanding creditor balance relates to the settlement agreement, dated 2 May 2023, with an existing creditor of the Group. This settlement agreement reduced the total amount that was owed by the Group, to this supplier, in exchange for payment of the new agreed amount by a specific date. The total amount owed to this specific creditor prior to the settlement agreement being signed was \u20ac1,130,250. This amount was reduced to \u20ac700,000 as a result of the negotiations proceeding the signing of the settlement agreement. This resulted in a difference of \u20ac420,250 or \u00a3376,000 which has been recorded as other operating income in the consolidated statement of comprehensive income for the year ended 31 December 2023. Included within the interest income is an amount of \u00a322,000 (2022: \u00a3nil) accrued as receivable from TAG in relation to late payments received in connection with the TAG Top-Up Shareholder Loan Agreement and the Deed of Novation signed with TAG in connection with the TradeFlow Restructuring.", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-500": { "value": "5 Other operating income from continuing operations
2023 2022
\u00a3 000 \u00a3 000
Gain arising on settlement of outstanding creditor balance
376
-
Interest income
31
6
Other operating income
91
3
498
9
The gain arising on settlement of outstanding creditor balance relates to the settlement agreement, dated 2 May 2023, with an existing creditor of the Group. This settlement agreement reduced the total amount that was owed by the Group, to this supplier, in exchange for payment of the new agreed amount by a specific date. The total amount owed to this specific creditor prior to the settlement agreement being signed was \u20ac1,130,250. This amount was reduced to \u20ac700,000 as a result of the negotiations proceeding the signing of the settlement agreement. This resulted in a difference of \u20ac420,250 or \u00a3376,000 which has been recorded as other operating income in the consolidated statement of comprehensive income for the year ended 31 December 2023. Included within the interest income is an amount of \u00a322,000 (2022: \u00a3nil) accrued as receivable from TAG in relation to late payments received in connection with the TAG Top-Up Shareholder Loan Agreement and the Deed of Novation signed with TAG in connection with the TradeFlow Restructuring.", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-468": { "value": "
6 Operating loss
The Group\u2019s operating loss from continuing operations for the year has been arrived at after charging (crediting):
2023 2022
\u00a3 000 \u00a3 000
Amortisation of internally developed IM platform (note 12)
74
47
Depreciation
4
4
Staff costs (note 8)
1,850
2,061
Professional and legal fees
1,551
2,194
Contractor costs
215
274
Insurance
98
100
Training and recruitment costs
5
4
Long-term incentive plan costs (\u201cLTIP\u2019s\u201d)
131
11
In addition to the above, the Group incurred the following costs from continuing operations relating to impairment charges
and fair value adjustments as detailed below:
2023 2022
\u00a3 000 \u00a3 000
Impairment charges (note 12)
384
1,078
Fair value adjustments on investments (note 26)
68
-
Total impairment charges and fair value adjustments
452
1,078
The following acquisition related costs, impairment charges, and costs/(gains) relating to the restructuring of the TradeFlow
ownership, have been recognised in the discontinued operations:
2023 2022
\u00a3 000 \u00a3 000
Amortisation of intangible assets arising on acquisition (note 12)*
442
846
Acquisition related earn-out payments (note 24)
-
(710)
Impairment charges (note 12)
-
765
Foreign currency translation gain reclassified to comprehensive income
62
-
Profit on disposal of 81% of TradeFlow (note 26)
(718)
-
(214)
901
* The amortisation of intangible assets arising on acquisition in FY23 reflects the charge recognised during the period from
1 January 2023 to 30 June 2023, compared to in FY22 where the charge recognised reflects a full year of amortisation.
This reflects the fact that the TradeFlow Restructuring was finalised and completed on 30 June 2023 and TradeFlow was
deconsolidated from the Group\u2019s results from this date.
", "dimensions": { "concept": "ifrs-full:DisclosureOfProfitLossFromOperatingActivitiesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-501": { "value": "6 Operating loss The Group\u2019s operating loss from continuing operations for the year has been arrived at after charging (crediting):
2023 2022
\u00a3 000 \u00a3 000
Amortisation of internally developed IM platform (note 12)
74
47
Depreciation
4
4
Staff costs (note 8)
1,850
2,061
Professional and legal fees
1,551
2,194
Contractor costs
215
274
Insurance
98
100
Training and recruitment costs
5
4
Long-term incentive plan costs (\u201cLTIP\u2019s\u201d)
131
11
In addition to the above, the Group incurred the following costs from continuing operations relating to impairment charges and fair value adjustments as detailed below:
2023 2022
\u00a3 000 \u00a3 000
Impairment charges (note 12)
384
1,078
Fair value adjustments on investments (note 26)
68
-
Total impairment charges and fair value adjustments
452
1,078
The following acquisition related costs, impairment charges, and costs/(gains) relating to the restructuring of the TradeFlow ownership, have been recognised in the discontinued operations:
2023 2022
\u00a3 000 \u00a3 000
Amortisation of intangible assets arising on acquisition (note 12)*
442
846
Acquisition related earn-out payments (note 24)
-
(710)
Impairment charges (note 12)
-
765
Foreign currency translation gain reclassified to comprehensive income
62
-
Profit on disposal of 81% of TradeFlow (note 26)
(718)
-
(214)
901
* The amortisation of intangible assets arising on acquisition in FY23 reflects the charge recognised during the period from 1 January 2023 to 30 June 2023, compared to in FY22 where the charge recognised reflects a full year of amortisation. This reflects the fact that the TradeFlow Restructuring was finalised and completed on 30 June 2023 and TradeFlow was deconsolidated from the Group\u2019s results from this date. 7 Auditors\u2019 remuneration During the year, the Group obtained the following services from the Group\u2019s auditor, at the costs detailed below:
2023 2022
\u00a3 000 \u00a3 000
Fees payable to the Company\u2019s auditors for the audit of the consolidated
financial statements
110
100
Fees payable to the Company\u2019s auditors and its associates for other services to
the Group:
Audit of the Companies subsidiaries
20
34
Audit fees relating to prior periods
6
24
Total audit fees
136
158
Non-audit assurance services
-
25
Total audit and non-audit assurance related services
136
183
8 Staff costs The aggregate payroll costs (including directors\u2019 remuneration) included within continuing operations were as follows:
2023 2022
\u00a3 000 \u00a3 000
Wages, salaries and other short term employee benefits
1,590
1,783
Social security costs
190
203
Post-employment benefits
70
76
Total staff costs
1,850
2,061
The aggregate payroll costs (including directors\u2019 remuneration) included within discontinued operations were as follows:
2023 2022
\u00a3 000 \u00a3 000
Wages, salaries and other short term employee benefits
337
680
Social security costs
11
27
Total staff costs \u2013 discontinued operations*
348
706
* The aggregate payroll costs in FY23 included within discontinued operations reflects the costs recognised during the period from 1 January 2023 to 30 June 2023, compared to in FY22 where the aggregate payroll costs included within discontinued operations reflect a full year of costs. This reflects the fact that the TradeFlow Restructuring was finalised and completed on 30 June 2023 and TradeFlow was deconsolidated from the Group\u2019s results from this date. The average number of persons employed by the Group (including Executive Directors) during the year, analysed by category was as follows:
2023 2022
No. No.
Executive Directors
2
3
Finance, Risk and HR
4
5
Sales and marketing
3
4
Legal
1
1
Operations and Platform development
11
13
Total average number of people employed*
21
26
* The average number of people employed in FY23 reflects the TradeFlow staff employed for the period from 1 January 2023 to 30 June 2023, compared to in FY22 where the number of people employed reflect a full year of TradeFlow staff. This reflects the fact that the TradeFlow Restructuring was finalised and completed on 30 June 2023 and TradeFlow was deconsolidated from the Group\u2019s results from this date. The average number of people employed during the year ended 31 December 2023, includes three TradeFlow staff members classified within \u201cOperations and Platform development\u201d (2022: five) and one TradeFlow staff member classified within \u201cExecutive Directors\u201d (2022: two).
9 Key management personnel
Key management compensation (including directors):
2023 2022
\u00a3 000 \u00a3 000
Wages, salaries and short-term employee benefits
1,254
1,521
Social security costs
115
111
Post-employment benefits
44
42
Total key management compensation
1,413
1,674
Key management personnel consist of the Company leadership team and the Directors.
No retirement benefits are accruing to Company Directors under a defined contribution scheme (2022: \u00a3nil), however the
Chief Executive Officer received cash in lieu of payments to a defined contribution pension scheme of \u00a312,420 during the
year (2022: \u00a312,420). This was allowable under his director\u2019s employment contract.
The Directors\u2019 emoluments are detailed in the Remuneration Report of the Annual Report and Accounts for the year ended
31 December 2023.
", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-534": { "value": "The Group\u2019s operating loss from continuing operations for the year has been arrived at after charging (crediting):
2023 2022
\u00a3 000 \u00a3 000
Amortisation of internally developed IM platform (note 12)
74
47
Depreciation
4
4
Staff costs (note 8)
1,850
2,061
Professional and legal fees
1,551
2,194
Contractor costs
215
274
Insurance
98
100
Training and recruitment costs
5
4
Long-term incentive plan costs (\u201cLTIP\u2019s\u201d)
131
11
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralAndAdministrativeExpenseExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-521": { "value": "The Group\u2019s operating loss from continuing operations for the year has been arrived at after charging (crediting):
2023 2022
\u00a3 000 \u00a3 000
Amortisation of internally developed IM platform (note 12)
74
47
Depreciation
4
4
Staff costs (note 8)
1,850
2,061
Professional and legal fees
1,551
2,194
Contractor costs
215
274
Insurance
98
100
Training and recruitment costs
5
4
Long-term incentive plan costs (\u201cLTIP\u2019s\u201d)
131
11
", "dimensions": { "concept": "ifrs-full:DisclosureOfDepreciationAndAmortisationExpenseExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-522": { "value": "In addition to the above, the Group incurred the following costs from continuing operations relating to impairment charges and fair value adjustments as detailed below:
2023 2022
\u00a3 000 \u00a3 000
Impairment charges (note 12)
384
1,078
Fair value adjustments on investments (note 26)
68
-
Total impairment charges and fair value adjustments
452
1,078
The following acquisition related costs, impairment charges, and costs/(gains) relating to the restructuring of the TradeFlow ownership, have been recognised in the discontinued operations:
2023 2022
\u00a3 000 \u00a3 000
Amortisation of intangible assets arising on acquisition (note 12)*
442
846
Acquisition related earn-out payments (note 24)
-
(710)
Impairment charges (note 12)
-
765
Foreign currency translation gain reclassified to comprehensive income
62
-
Profit on disposal of 81% of TradeFlow (note 26)
(718)
-
(214)
901
* The amortisation of intangible assets arising on acquisition in FY23 reflects the charge recognised during the period from 1 January 2023 to 30 June 2023, compared to in FY22 where the charge recognised reflects a full year of amortisation. This reflects the fact that the TradeFlow Restructuring was finalised and completed on 30 June 2023 and TradeFlow was deconsolidated from the Group\u2019s results from this date. ", "dimensions": { "concept": "ifrs-full:DisclosureOfImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-469": { "value": "7 Auditors\u2019 remuneration During the year, the Group obtained the following services from the Group\u2019s auditor, at the costs detailed below:
2023 2022
\u00a3 000 \u00a3 000
Fees payable to the Company\u2019s auditors for the audit of the consolidated
financial statements
110
100
Fees payable to the Company\u2019s auditors and its associates for other services to
the Group:
Audit of the Companies subsidiaries
20
34
Audit fees relating to prior periods
6
24
Total audit fees
136
158
Non-audit assurance services
-
25
Total audit and non-audit assurance related services
136
183
", "dimensions": { "concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-470": { "value": "
8 Staff costs
The aggregate payroll costs (including directors\u2019 remuneration) included within continuing operations were as follows:
2023 2022
\u00a3 000 \u00a3 000
Wages, salaries and other short term employee benefits
1,590
1,783
Social security costs
190
203
Post-employment benefits
70
76
Total staff costs
1,850
2,061
The aggregate payroll costs (including directors\u2019 remuneration) included within discontinued operations were as follows:
2023 2022
\u00a3 000 \u00a3 000
Wages, salaries and other short term employee benefits
337
680
Social security costs
11
27
Total staff costs \u2013 discontinued operations*
348
706
* The aggregate payroll costs in FY23 included within discontinued operations reflects the costs recognised during the period
from 1 January 2023 to 30 June 2023, compared to in FY22 where the aggregate payroll costs included within discontinued
operations reflect a full year of costs. This reflects the fact that the TradeFlow Restructuring was finalised and completed on 30
June 2023 and TradeFlow was deconsolidated from the Group\u2019s results from this date.
The average number of persons employed by the Group (including Executive Directors) during the year, analysed by category
was as follows:
2023 2022
No. No.
Executive Directors
2
3
Finance, Risk and HR
4
5
Sales and marketing
3
4
Legal
1
1
Operations and Platform development
11
13
Total average number of people employed*
21
26
* The average number of people employed in FY23 reflects the TradeFlow staff employed for the period from 1 January 2023 to
30 June 2023, compared to in FY22 where the number of people employed reflect a full year of TradeFlow staff. This reflects the
fact that the TradeFlow Restructuring was finalised and completed on 30 June 2023 and TradeFlow was deconsolidated from
the Group\u2019s results from this date. The average number of people employed during the year ended 31 December 2023, includes
three TradeFlow staff members classified within \u201cOperations and Platform development\u201d (2022: five) and one TradeFlow staff
member classified within \u201cExecutive Directors\u201d (2022: two).
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-471": { "value": "9 Key management personnel Key management compensation (including directors):
2023 2022
\u00a3 000 \u00a3 000
Wages, salaries and short-term employee benefits
1,254
1,521
Social security costs
115
111
Post-employment benefits
44
42
Total key management compensation
1,413
1,674
Key management personnel consist of the Company leadership team and the Directors. No retirement benefits are accruing to Company Directors under a defined contribution scheme (2022: \u00a3nil), however the Chief Executive Officer received cash in lieu of payments to a defined contribution pension scheme of \u00a312,420 during the year (2022: \u00a312,420). This was allowable under his director\u2019s employment contract. The Directors\u2019 emoluments are detailed in the Remuneration Report of the Annual Report and Accounts for the year ended 31 December 2023.", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-472": { "value": "
10 Income tax
Tax charged in the income statement:
2023 2022
\u00a3 000 \u00a3 000
Current Taxation
UK Corporation tax
-
-
Foreign taxation paid/(receivable) by subsidiaries \u2013 continuing operations
-
-
-
-
The tax on loss before tax for the period is more than (2022 - more than) the standard rate of corporation tax in the UK of
23.5% (2022 - 19%).
The differences are reconciled below:
2023 2022
\u00a3 000 \u00a3 000
Loss before tax
(4,345)
(9,877)
Corporation tax at standard rate \u2013 23.5% (2022:19%)
(1,022)
(1,877)
Effect of expenses not deductible in determining taxable profit (tax loss)
82
817
Increase in tax losses carried forward which were unutilised in the current year
912
1,612
Tax adjustments in respect of foreign subsidiaries (timing differences)
-
-
Over provision of deferred tax in prior years
-
(1)
Income not taxable
-
(452)
Deferred tax not recognised
28
(131)
Differences between UK and foreign tax legislation
-
31
Total tax charge
-
(1)
In addition, unrecognised deferred tax assets relating to tax losses carried forward across the Group have not been
recognised due to uncertainty over the timing and extent of future taxable profits. The losses can be carried forward
indefinitely and have no expiry date. The total approximate tax losses carried forward across the Group as at 31 December
2023 was \u00a320.8 million (31 December 2022: \u00a316.8 million)
", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-473": { "value": "
11 Earnings/(loss) per share
The calculation of the basic earnings/(loss) per share (\u201cEPS\u201d) is based on the total loss for the year of \u00a34,345,000 (2022 \u2014 loss
\u00a39,878,000) and on a weighted average number of ordinary shares in issue of 59,880,078,004 (2022 \u2014 43,240,915,594). The
basic EPS is (0.0073) pence (2022 \u2013 (0.0228) pence).
The calculation of the basic earnings/(loss) per share (\u201cEPS\u201d) from continuing operations is based on the total loss for the year
from continuing operations of \u00a34,160,000 (2022 \u2014 loss \u00a37,711,000) and on a weighted average number of ordinary shares
in issue of 59,880,078,004 (2022 \u201443,240,915,594). The basic EPS from continuing operations is (0.0070) pence (2022 \u2013
(0.0178) pence).
The calculation of the Basic earnings/(loss) per share (\u201cEPS\u201d) from discontinued operations is based on the total loss for the
year discontinued operations of \u00a3185,000 (2022 \u2014 loss \u00a32,167,000) and on a weighted average number of ordinary shares
in issue of 59,880,078,004 (2022 \u2014 43,240,915,594). The basic EPS from discontinued operations is (0.0003) pence (2022 \u2013
(0.0050) pence).
The Company has share warrants and employee share scheme options in issue as at 31 December 2023, which would dilute
the earnings per share if or when they are exercised in the future. A summary of these is set out below and further details of
these share warrants and employee share options can be found in note 24.
31 December 2023 31 December 2022
No. No.
Share warrants - issued
9,297,651,062
9,408,179,441
Share warrants \u2013 to be issued
2,250,000,000
-
Long-term incentive plan (\u201cLTIP\u201d) options
1,095,753,404
874,783,094
Total
12,643,404,466
10,282,962,535
No dilution per share was calculated for 2023 and 2022 as with the reported loss they are all anti-dilutive.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-474": { "value": "
12 Intangible assets
Internally
developed
Customer CTRM AI IM
Relationships Brand Software Software Goodwill platform Total
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Cost or valuation
At 1 January 2022
4,829
205
1,429
425
2,199
2,544
11,631
Additions
-
-
-
-
-
1,125
1,125
Reclassified to assets of disposal group held for sale
(4,829)
(205)
(1,429)
(425)
(2,199)
-
(9,087)
At 31 December 2022
-
-
-
-
-
3,669
3,669
Additions
-
-
-
-
-
458
458
At 31 December 2023
-
-
-
-
-
4,127
4,127
Amortisation
At 1 January 2022
186
20
143
43
-
771
1,163
Amortisation charge
401
44
309
92
-
47
893
Reclassified to assets of disposal group held for sale
(587)
(64)
(452)
(135)
-
-
(1,238)
At 31 December 2022
-
-
-
-
-
818
818
Amortisation charge
-
-
-
-
-
74
74
At 31 December 2023
-
-
-
-
-
892
892
Impairment
At 1 January 2022
-
-
-
-
800
1,773
2,573
Impairment charge
-
-
-
-
765
1,078
1,843
Reclassified to assets of disposal group held for sale
-
-
-
-
(1,565)
-
(1,565)
At 31 December 2022
-
-
-
-
-
2,851
2,851
Impairment charge
-
-
-
-
-
384
384
At 31 December 2023
-
-
-
-
-
3,235
3,235
Net Book Value
At 31 December 2023
-
-
-
-
-
-
-
At 31 December 2022
-
-
-
-
-
-
-
The following intangible assets arose on the acquisition of TradeFlow during the year ended 31 December 2021; Customer
relationships, Brand, Commodity Trade Risk Management (\u201cCTRM\u201d) software, Artificial Intelligence and back-office (\u201cAI\u201d)
software and Goodwill. The carrying value of these assets at the date of acquisition is shown in the table above. As at 31
December 2022, the TradeFlow operations were reclassified as discontinued operations and as such the net book value
of the intangible assets relating to the TradeFlow operations have been reclassified to assets of the disposal group held for
sale at this date. On 30 June 2023, the Group completed the TradeFlow Restructuring and as such the assets and liabilities
of TradeFlow, including the intangible assets referred to above, are no longer consolidated by the Group as of 30 June 2023.
Further details are set out in note 26.
Impairment assessment \u2013 Internally developed IM Platform
The Directors considered the continued current year losses of the Group\u2019s Italian subsidiary, to which the Internally developed
IM platform relates, and the full impairment of this intangible asset in the prior year, as an impairment indicators and therefore,
in accordance to IAS 36 (\u201cImpairment of Assets\u201d), considered if as at 31 December 2023, this intangible asset required further
impairment in relation the additions made during the year, or if some of the prior year impairment could be reversed.
The full going concern statement, set out in note 2, noted there is currently an absence of a historical recurring track record
relating to Inventory Monetisation transactions being facilitated by the Group\u2019s Platform, the generation of the full range of
fees from the use of its Platform from more than a limited number of Inventory Monetisation transactions, and the Group
being cash flow positive. As such the Directors have prudently identified a material uncertainty in relation to the going
concern statement. The Directors have also concluded that these uncertainties also apply to the discounted cash flow model
used in this impairment test also. In particular, there is uncertainty that arises with respect to both the future timing and growth
rates of the forecast discounted cash flows arising from the use of the Internally developed IM Platform intangible asset.
As such, the Directors have prudently decided to continue to impair the full carrying amount of this asset as at 31 December
2023. This impairment loss may subsequently be reversed and if so, the carrying amount of the asset will be increased to the
revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognised for the investment in prior years.
Impairment assessment \u2013 TradeFlow
The finalisation of the TradeFlow Restructuring occurred on 30 June 2023 and as a result from this date the assets and liabilities
of TradeFlow, including the intangible assets acquired in connection with the acquisition of TradeFlow in July 2021, are no
longer consolidated by the Group. As such the Group did not recognise any additional impairment charges with respect to the
TradeFlow goodwill and other acquired intangible assets during the year ended 31 December 2023. The details of the calculation
of the profit on disposal of 81% of TradeFlow recognised in these consolidated financial statements can be found in note 26.
The impairment charges recognised in the prior periods resulted from impairment tests carried out by the Directors at
previous balance sheet dates. These tests were required in accordance with IAS 36 (\u201cImpairment of Assets\u201d) given the Directors
had identified indicators of impairment of the TradeFlow Cash Generating Unit (\u201cCGU\u201d) at the respective prior balance sheet dates.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-523": { "value": "12 Intangible assets
Internally
developed
Customer CTRM AI IM
Relationships Brand Software Software Goodwill platform Total
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Cost or valuation
At 1 January 2022
4,829
205
1,429
425
2,199
2,544
11,631
Additions
-
-
-
-
-
1,125
1,125
Reclassified to assets of disposal group held for sale
(4,829)
(205)
(1,429)
(425)
(2,199)
-
(9,087)
At 31 December 2022
-
-
-
-
-
3,669
3,669
Additions
-
-
-
-
-
458
458
At 31 December 2023
-
-
-
-
-
4,127
4,127
Amortisation
At 1 January 2022
186
20
143
43
-
771
1,163
Amortisation charge
401
44
309
92
-
47
893
Reclassified to assets of disposal group held for sale
(587)
(64)
(452)
(135)
-
-
(1,238)
At 31 December 2022
-
-
-
-
-
818
818
Amortisation charge
-
-
-
-
-
74
74
At 31 December 2023
-
-
-
-
-
892
892
Impairment
At 1 January 2022
-
-
-
-
800
1,773
2,573
Impairment charge
-
-
-
-
765
1,078
1,843
Reclassified to assets of disposal group held for sale
-
-
-
-
(1,565)
-
(1,565)
At 31 December 2022
-
-
-
-
-
2,851
2,851
Impairment charge
-
-
-
-
-
384
384
At 31 December 2023
-
-
-
-
-
3,235
3,235
Net Book Value
At 31 December 2023
-
-
-
-
-
-
-
At 31 December 2022
-
-
-
-
-
-
-
The following intangible assets arose on the acquisition of TradeFlow during the year ended 31 December 2021; Customer relationships, Brand, Commodity Trade Risk Management (\u201cCTRM\u201d) software, Artificial Intelligence and back-office (\u201cAI\u201d) software and Goodwill. The carrying value of these assets at the date of acquisition is shown in the table above. As at 31 December 2022, the TradeFlow operations were reclassified as discontinued operations and as such the net book value of the intangible assets relating to the TradeFlow operations have been reclassified to assets of the disposal group held for sale at this date. On 30 June 2023, the Group completed the TradeFlow Restructuring and as such the assets and liabilities of TradeFlow, including the intangible assets referred to above, are no longer consolidated by the Group as of 30 June 2023. Further details are set out in note 26. Impairment assessment \u2013 Internally developed IM Platform The Directors considered the continued current year losses of the Group\u2019s Italian subsidiary, to which the Internally developed IM platform relates, and the full impairment of this intangible asset in the prior year, as an impairment indicators and therefore, in accordance to IAS 36 (\u201cImpairment of Assets\u201d), considered if as at 31 December 2023, this intangible asset required further impairment in relation the additions made during the year, or if some of the prior year impairment could be reversed. The full going concern statement, set out in note 2, noted there is currently an absence of a historical recurring track record relating to Inventory Monetisation transactions being facilitated by the Group\u2019s Platform, the generation of the full range of fees from the use of its Platform from more than a limited number of Inventory Monetisation transactions, and the Group being cash flow positive. As such the Directors have prudently identified a material uncertainty in relation to the going concern statement. The Directors have also concluded that these uncertainties also apply to the discounted cash flow model used in this impairment test also. In particular, there is uncertainty that arises with respect to both the future timing and growth rates of the forecast discounted cash flows arising from the use of the Internally developed IM Platform intangible asset. As such, the Directors have prudently decided to continue to impair the full carrying amount of this asset as at 31 December 2023. This impairment loss may subsequently be reversed and if so, the carrying amount of the asset will be increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the investment in prior years. Impairment assessment \u2013 TradeFlow The finalisation of the TradeFlow Restructuring occurred on 30 June 2023 and as a result from this date the assets and liabilities of TradeFlow, including the intangible assets acquired in connection with the acquisition of TradeFlow in July 2021, are no longer consolidated by the Group. As such the Group did not recognise any additional impairment charges with respect to the TradeFlow goodwill and other acquired intangible assets during the year ended 31 December 2023. The details of the calculation of the profit on disposal of 81% of TradeFlow recognised in these consolidated financial statements can be found in note 26. The impairment charges recognised in the prior periods resulted from impairment tests carried out by the Directors at previous balance sheet dates. These tests were required in accordance with IAS 36 (\u201cImpairment of Assets\u201d) given the Directors had identified indicators of impairment of the TradeFlow Cash Generating Unit (\u201cCGU\u201d) at the respective prior balance sheet dates.", "dimensions": { "concept": "ifrs-full:DisclosureOfGoodwillExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-502": { "value": "12 Intangible assets
Internally
developed
Customer CTRM AI IM
Relationships Brand Software Software Goodwill platform Total
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Cost or valuation
At 1 January 2022
4,829
205
1,429
425
2,199
2,544
11,631
Additions
-
-
-
-
-
1,125
1,125
Reclassified to assets of disposal group held for sale
(4,829)
(205)
(1,429)
(425)
(2,199)
-
(9,087)
At 31 December 2022
-
-
-
-
-
3,669
3,669
Additions
-
-
-
-
-
458
458
At 31 December 2023
-
-
-
-
-
4,127
4,127
Amortisation
At 1 January 2022
186
20
143
43
-
771
1,163
Amortisation charge
401
44
309
92
-
47
893
Reclassified to assets of disposal group held for sale
(587)
(64)
(452)
(135)
-
-
(1,238)
At 31 December 2022
-
-
-
-
-
818
818
Amortisation charge
-
-
-
-
-
74
74
At 31 December 2023
-
-
-
-
-
892
892
Impairment
At 1 January 2022
-
-
-
-
800
1,773
2,573
Impairment charge
-
-
-
-
765
1,078
1,843
Reclassified to assets of disposal group held for sale
-
-
-
-
(1,565)
-
(1,565)
At 31 December 2022
-
-
-
-
-
2,851
2,851
Impairment charge
-
-
-
-
-
384
384
At 31 December 2023
-
-
-
-
-
3,235
3,235
Net Book Value
At 31 December 2023
-
-
-
-
-
-
-
At 31 December 2022
-
-
-
-
-
-
-
The following intangible assets arose on the acquisition of TradeFlow during the year ended 31 December 2021; Customer relationships, Brand, Commodity Trade Risk Management (\u201cCTRM\u201d) software, Artificial Intelligence and back-office (\u201cAI\u201d) software and Goodwill. The carrying value of these assets at the date of acquisition is shown in the table above. As at 31 December 2022, the TradeFlow operations were reclassified as discontinued operations and as such the net book value of the intangible assets relating to the TradeFlow operations have been reclassified to assets of the disposal group held for sale at this date. On 30 June 2023, the Group completed the TradeFlow Restructuring and as such the assets and liabilities of TradeFlow, including the intangible assets referred to above, are no longer consolidated by the Group as of 30 June 2023. Further details are set out in note 26. Impairment assessment \u2013 Internally developed IM Platform The Directors considered the continued current year losses of the Group\u2019s Italian subsidiary, to which the Internally developed IM platform relates, and the full impairment of this intangible asset in the prior year, as an impairment indicators and therefore, in accordance to IAS 36 (\u201cImpairment of Assets\u201d), considered if as at 31 December 2023, this intangible asset required further impairment in relation the additions made during the year, or if some of the prior year impairment could be reversed. The full going concern statement, set out in note 2, noted there is currently an absence of a historical recurring track record relating to Inventory Monetisation transactions being facilitated by the Group\u2019s Platform, the generation of the full range of fees from the use of its Platform from more than a limited number of Inventory Monetisation transactions, and the Group being cash flow positive. As such the Directors have prudently identified a material uncertainty in relation to the going concern statement. The Directors have also concluded that these uncertainties also apply to the discounted cash flow model used in this impairment test also. In particular, there is uncertainty that arises with respect to both the future timing and growth rates of the forecast discounted cash flows arising from the use of the Internally developed IM Platform intangible asset. As such, the Directors have prudently decided to continue to impair the full carrying amount of this asset as at 31 December 2023. This impairment loss may subsequently be reversed and if so, the carrying amount of the asset will be increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the investment in prior years. Impairment assessment \u2013 TradeFlow The finalisation of the TradeFlow Restructuring occurred on 30 June 2023 and as a result from this date the assets and liabilities of TradeFlow, including the intangible assets acquired in connection with the acquisition of TradeFlow in July 2021, are no longer consolidated by the Group. As such the Group did not recognise any additional impairment charges with respect to the TradeFlow goodwill and other acquired intangible assets during the year ended 31 December 2023. The details of the calculation of the profit on disposal of 81% of TradeFlow recognised in these consolidated financial statements can be found in note 26. The impairment charges recognised in the prior periods resulted from impairment tests carried out by the Directors at previous balance sheet dates. These tests were required in accordance with IAS 36 (\u201cImpairment of Assets\u201d) given the Directors had identified indicators of impairment of the TradeFlow Cash Generating Unit (\u201cCGU\u201d) at the respective prior balance sheet dates.", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-475": { "value": "
13 Trade and other receivables
As at 31 December 2023 As at 31 December 2022
\u00a3 000 \u00a3 000
Trade receivables
15
7
Other receivables
976
1,179
Prepayments
35
33
Total trade and other receivables
1,026
1,219
14 Receivable from related party
As at 31 December 2023 As at 31 December 2022
\u00a3 000 \u00a3 000
Receivable from related party
772
-
Interest receivable from related party
22
-
Other related party receivable
53
-
Total receivable from related party
847
-
Receivable from related party
This balance represents the amount receivable from TAG under the Deed of Novation which created the obligation for TAG to
settle the \u00a32,000,000 cash payment that was due from the buyers to the Company, as a result of the sale of the 81% majority
stake in TradeFlow.
As at 31 December 2023, \u00a31,228,000 of the \u00a32,000,000 has been repaid by TAG to the Company. The payment has been
received through a split of \u00a3771,000 in cash, \u00a3421,000 by way of formal debt novation agreements with specific suppliers
whereby the debt held by the Group companies was novated to TAG with no recourse to the Group companies, and \u00a336,000
by way of offset against amounts owed by the Group companies to TAG.
As set out in note 30, subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had
repaid \u00a3655,000 of the remaining amounts that were outstanding at 31 December 2023 through the receipt of cash
payments and further offsets against amounts owed to TAG by the Group, leaving a remaining balance of \u00a3117,000.
Interest receivable from related party
This represents the interest that is receivable from TAG as at 30 December 2023 relating to the late payments of both the
TAG Top-Up Shareholder Loan Agreement and the Deed of Novation. These interest amounts have been calculated at a
compounding rate of 15% per annum on the overdue amounts. As at 31 December 2023, the full amount of this interest
revenue remained outstanding.
Other related party receivable
In relation to the Group debt that was formally novated to TAG in lieu of a cash payment under the Deed of Novation, as at 31
December 2023 the Group held an amount receivable from TAG on its balance sheet for the value of \u00a353,000 (31 December
2022: \u00a3nil). This primarily related to VAT amounts on certain \u201cproforma\u201d invoices that were formally novated, as the VAT receivable
was yet to be recorded in the Group\u2019s statement of financial position. As such, this amount has been recorded as being receivable
from TAG and when the \u201cformal\u201d invoices are issued from the supplier, this amount will be reclassified as a VAT receivable.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-524": { "value": "13 Trade and other receivables
As at 31 December 2023 As at 31 December 2022
\u00a3 000 \u00a3 000
Trade receivables
15
7
Other receivables
976
1,179
Prepayments
35
33
Total trade and other receivables
1,026
1,219
14 Receivable from related party
As at 31 December 2023 As at 31 December 2022
\u00a3 000 \u00a3 000
Receivable from related party
772
-
Interest receivable from related party
22
-
Other related party receivable
53
-
Total receivable from related party
847
-
Receivable from related party This balance represents the amount receivable from TAG under the Deed of Novation which created the obligation for TAG to settle the \u00a32,000,000 cash payment that was due from the buyers to the Company, as a result of the sale of the 81% majority stake in TradeFlow. As at 31 December 2023, \u00a31,228,000 of the \u00a32,000,000 has been repaid by TAG to the Company. The payment has been received through a split of \u00a3771,000 in cash, \u00a3421,000 by way of formal debt novation agreements with specific suppliers whereby the debt held by the Group companies was novated to TAG with no recourse to the Group companies, and \u00a336,000 by way of offset against amounts owed by the Group companies to TAG. As set out in note 30, subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had repaid \u00a3655,000 of the remaining amounts that were outstanding at 31 December 2023 through the receipt of cash payments and further offsets against amounts owed to TAG by the Group, leaving a remaining balance of \u00a3117,000. Interest receivable from related party This represents the interest that is receivable from TAG as at 30 December 2023 relating to the late payments of both the TAG Top-Up Shareholder Loan Agreement and the Deed of Novation. These interest amounts have been calculated at a compounding rate of 15% per annum on the overdue amounts. As at 31 December 2023, the full amount of this interest revenue remained outstanding. Other related party receivable In relation to the Group debt that was formally novated to TAG in lieu of a cash payment under the Deed of Novation, as at 31 December 2023 the Group held an amount receivable from TAG on its balance sheet for the value of \u00a353,000 (31 December 2022: \u00a3nil). This primarily related to VAT amounts on certain \u201cproforma\u201d invoices that were formally novated, as the VAT receivable was yet to be recorded in the Group\u2019s statement of financial position. As such, this amount has been recorded as being receivable from TAG and when the \u201cformal\u201d invoices are issued from the supplier, this amount will be reclassified as a VAT receivable. ", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherAssetsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-503": { "value": "13 Trade and other receivables
As at 31 December 2023 As at 31 December 2022
\u00a3 000 \u00a3 000
Trade receivables
15
7
Other receivables
976
1,179
Prepayments
35
33
Total trade and other receivables
1,026
1,219
", "dimensions": { "concept": "ifrs-full:DisclosureOfPrepaymentsAndOtherAssetsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-540": { "value": "14 Receivable from related party
As at 31 December 2023 As at 31 December 2022
\u00a3 000 \u00a3 000
Receivable from related party
772
-
Interest receivable from related party
22
-
Other related party receivable
53
-
Total receivable from related party
847
-
Receivable from related party This balance represents the amount receivable from TAG under the Deed of Novation which created the obligation for TAG to settle the \u00a32,000,000 cash payment that was due from the buyers to the Company, as a result of the sale of the 81% majority stake in TradeFlow. As at 31 December 2023, \u00a31,228,000 of the \u00a32,000,000 has been repaid by TAG to the Company. The payment has been received through a split of \u00a3771,000 in cash, \u00a3421,000 by way of formal debt novation agreements with specific suppliers whereby the debt held by the Group companies was novated to TAG with no recourse to the Group companies, and \u00a336,000 by way of offset against amounts owed by the Group companies to TAG. As set out in note 30, subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had repaid \u00a3655,000 of the remaining amounts that were outstanding at 31 December 2023 through the receipt of cash payments and further offsets against amounts owed to TAG by the Group, leaving a remaining balance of \u00a3117,000. Interest receivable from related party This represents the interest that is receivable from TAG as at 30 December 2023 relating to the late payments of both the TAG Top-Up Shareholder Loan Agreement and the Deed of Novation. These interest amounts have been calculated at a compounding rate of 15% per annum on the overdue amounts. As at 31 December 2023, the full amount of this interest revenue remained outstanding. Other related party receivable In relation to the Group debt that was formally novated to TAG in lieu of a cash payment under the Deed of Novation, as at 31 December 2023 the Group held an amount receivable from TAG on its balance sheet for the value of \u00a353,000 (31 December 2022: \u00a3nil). This primarily related to VAT amounts on certain \u201cproforma\u201d invoices that were formally novated, as the VAT receivable was yet to be recorded in the Group\u2019s statement of financial position. As such, this amount has been recorded as being receivable from TAG and when the \u201cformal\u201d invoices are issued from the supplier, this amount will be reclassified as a VAT receivable. 28 Related Party Transactions During the year ended 31 December 2023, the following are treated as related parties: Alessandro Zamboni Alessandro Zamboni is the Chief Executive Officer of the Group and is also the sole director of the AvantGarde Group S.p.A (\u201cTAG\u201d) as well as holding numerous directorships across companies including RegTech Open Project plc. Both of these entities are related parties due the following transactions that took place over the current or prior financial years. TAG and the Group\u2019s operating subsidiaries Alessandro Zamboni is the CEO of the Group and is also the sole director of TAG. As at 31 December 2023, TAG held 24.00% of the total ordinary shares issued in Supply@ ME Capital plc (as at 31 December 2022: 22.5%). Following the reverse takeover in March 2020, the Group entered into a Master Service Agreement with TAG in respect of certain shared services to be provided to the Group. During the year ended 31 December 2023, the Group incurred expenses of \u00a339,000 (2022: \u00a370,000) to TAG in respect of this agreement. Additionally, during the year ended 31 December 2023, the Group incurred costs of \u00a322,000 from TAG (2022: \u00a3nil) in relation certain ICT services provided, reimbursed TAG for an amount of \u00a32,400 relating to ICT costs that TAG initially incurred on behalf of the Group (2022: \u00a3nil), and had recognised \u00a345,000 of capitalised legal costs which had been incurred on behalf of the Group by TAG (2022: \u00a3nil). In relation to the amounts detailed above, as at 31 December 2023 the following amounts were recognised in the consolidated statement of financial position: > no amounts were included in either trade receivable or trade payables as being owed by the Group to TAG (31 December 2022: \u00a39,000 net Receivable); and > an amount of \u00a358,000 (2022: \u00a3nil) had been accrued as other payables in respect of those costs that had been incurred but not yet invoiced by TAG as at 31 December 2023. TAG and TradeFlow Restructuring On 30 June 2023, TAG assumed the remaining \u00a32,000,000 consideration arising from the TradeFlow Restructuring, to be receivable by the Group from the Buyers, by way of a debt novation deed. The \u00a32,000,000 was to be repaid by TAG to the Company in multiple tranches, with the final tranche being due by 31 January 2024. As at 31 December 2023 an amount of \u00a3772,000 remained outstanding from TAG in relation to this amount (31 December 2022: \u00a3nil), of which \u00a3227,000 was overdue and \u00a3500,000 was due for payment on 31 January 2024. The payment of the \u00a31,228,000 received prior to 31 December 2023, was paid through a split of \u00a3771,000 in cash, \u00a3421,000 by way of formal debt novation agreements with specific suppliers whereby the debt held by the Group was novated to TAG with no recourse to the Group, and \u00a336,000 by way of offset against amounts owed by the Group to TAG. In relation to the Group debt that was novated to TAG in lieu of a cash payment, as at 31 December 2023 the Group held an amount receivable from TAG on its balance sheet for the value of \u00a353,000 (31 December 2022: \u00a3nil). This primarily related to VAT amounts on certain \u201cproforma\u201d invoices that had been novated, as the VAT receivable was yet to be recorded in the Group\u2019s statement of financial position. As such, this amount has been recorded as being receivable from TAG and when the \u201cformal\u201d invoices are issued from the supplier, this amount will be reclassified as a VAT receivable. The Company has been charging a late fee to TAG in terms of overdue payments of this particular receivable balance, and this late fee is calculated at a compounding rate of 15% per annum on any amounts of the instalments not transferred to the Company by the relevant due date, in accordance with the contractual arrangements. During the year ended 31 December 2023, the Group recognised \u00a311,000 of interest revenue (2022: \u00a3nil) in relation to the late payments by TAG in respect of this particular receivable balance. As at 31 December 2023, the full amount of this interest revenue remained outstanding. As set out in note 30, subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had repaid \u00a3655,000 of the \u00a3772,000 outstanding at 31 December 2023, through the receipt of cash payments and further offsets against amounts owed to TAG. The related late payment interest remained unpaid and continues to accrue interest. TAG Unsecured Working Facility On the 28 April 2023, the Company and TAG entered into a fixed term unsecured working capital loan agreement (the \u201cTAG Unsecured Working Capital facility\u201d). Under the TAG Unsecured Working Capital facility, TAG agreed to provide, subject to customary restrictions, a facility of up to \u00a32,800,000, in tranches up to 31 January 2024, to cover the Company\u2019s interim working capital and growth needs. In conjunction with the TradeFlow Restructuring, which was completed on 30 June 2023, the \u00a32,000,000 receivable by the Company that was assumed by TAG from the Buyers, was offset against the current obligations of TAG under TAG Unsecured Working Capital facility. The amendment to the TAG Unsecured Working Capital facility was agreed on 30 June 2023 and this reduced the obligations to the Company under the TAG Unsecured Working Capital facility to up to \u00a3800,000 (the \u201camended TAG Unsecured Working Capital facility\u201d). The due date for repayment by the Company of amounts drawn under the TAG Unsecured Working Capital facility is 1 February 2028. Any sums drawn under the TAG Unsecured Working Capital facility will attract a non-compounding interest rate of 10% per
annum, and any principal amount (excluding accrued interest) outstanding on 1 February 2028 will attract a compounding interest
rate of 15% per annum thereafter. Interest will be due to be paid annually on 31 March of each relevant calendar year.
On 30 June 2023, the Company issued a draw down notice to TAG under the amended TAG Unsecured Working Facility for
the full \u00a3800,000 available. As at 31 December 2023, \u00a3250,000 had been received from TAG in respect of this facility (31
December 2022: \u00a3nil). In respect of these amounts received from TAG, the Group recognised an interest expense of \u00a37,000
(2022: \u00a3nil), which all remained unpaid as at 31 December 2023.
As set out in note 30, subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had
provided the remaining \u00a3550,000 in order to satisfy the full amount of \u00a3800,000 drawn down by the Company under the
amended TAG Unsecured Working Capital facility. Additionally on 26 March 2024, the Company and TAG signed a second
deed of amendment agreement, which allowed the full outstanding amount of the amended TAG Unsecured Working Capital
facility to be extinguished by the issue of 1,500,000,000 new ordinary shares which were issued to TAG on 28 March 2024.
Top-Up Shareholder Loan Agreement
On 28 September 2023, the Company and TAG entered into an English law governed top-up unsecured shareholder loan
agreement (the \u201cTop-Up Shareholder Loan Agreement\u201d), pursuant to which TAG agreed to provide the Company with a
further facility of up to \u00a33,500,000 to cover the Company\u2019s working capital and growth needs up to 30 June 2025 (the \u201cTop-Up
Facility\u201d).
Details of this Top-Up Facility are set out below:
> The Company has the ability to draw down up to \u00a33.5 million in monthly instalments over the period to 30 June 2025;
> On a monthly basis the Board will assess (acting in good faith and in its sole and absolute discretion) if the Group\u2019s
projected cash balance on the last business day of the coming calendar month will be less than \u00a3250,000 following the
Group\u2019s scheduled balance of receipts and payments for the next month by reference to, inter alia, the Group\u2019s contracted
receivables, revenues and payables due for receipt or payment in the next month, the Group\u2019s contracted fixed operating
expenditure and/or capital expenditure due for payment in the next month, the cash inflows in the next month arising
from any warrants that have been contractually exercised and any projected unrestricted cash amounts resulting from any
contractually agreed alternative equity, debt or hybrid financing (including, but not limited to, pursuant to a pre-emptive
offering of ordinary shares and a non-pre-emptive offering of ordinary shares) for such month;
> If the above assessment results in the Group\u2019s projected cash balance on the last business day of the coming calendar
month being less than \u00a3250,000, the Company may draw down an amount under the TAG Top-Up Shareholder Loan
Agreement which is no greater than the GBP amount to ensure that the Group\u2019s bank balances in the coming month shall
be equal to \u00a3250,000;
> Repayment of any sum drawn down under the TAG Top-Up Shareholder Loan Agreement will be due five calendar years
(calculated on the basis of a year of 360 days) from the date which funds are received by the Company subject to the
relevant draw down request;
> Any sums drawn down by the Company under the TAG Top-Up Unsecured Shareholder Loan will attract a non-
compounding interest rate of 10% per annum, and any principal amount (excluding accrued interest) outstanding on a
relevant due date shall attract a compounding rate of 15% per annum thereafter. Interest will be due to be paid annually
on 31 March of each relevant calendar year.
As at 31 December 2023, the Group had issued draw down notices to the value of \u00a3969,000 to TAG, however these
amounts had not yet been received by the Group (31 December 2022: \u00a3nil). As a result of the late payment of the amounts
drawn down by TAG, the Group recognised an interest revenue of \u00a311,000 (2022: \u00a3nil), which all remained unpaid as at 31
December 2023.
As set out in note 30, subsequent to 31 December 2023, and prior to the issue of these financial statements, the Company
issued additional draw down notices under the Top-Up Shareholder Loan Agreement to the value of \u00a3779,000 and had
received \u00a3nil from TAG.
RegTech Open Project S.p.A (\u201cRTOP S.p.A\u201d) and RegTech Open Project plc (\u201cRTOP plc\u201d)
RTOP plc is a regulatory technology company focussed on the development of an integrated risk management platform
for Banks, Insurance Companies and Large Corporations. Alessandro Zamboni is a Non-Executive Director of RTOP plc and
Albert Ganyushin is the Chair of the Board of directors of RTOP plc. TAG also is the majority ultimate beneficial shareholder of
RTOP plc. Prior to RTOP plc\u2019s listing of its ordinary shares on the standard segment of the Official List of the Financial Conduct
Authority and to trading on the main market for listed securities of London Stock Exchange plc in August 2023, the operations
of this RTOP plc were run through RTOP S.p.A and Alessandro Zamboni was the sole director of RTOP S.p.A.
In July 2022, the Company entered into an agreement with RegTech S.p.A, pursuant to which RTOP S.p.A was engaged to build
and create a number of modules for the Company, including \u201cdata factory\u201d (i.e., data ingestion and business rule application),
and, during the year ended 31 December 2022, \u00a3270,000 has been paid by the Company to RTOP S.p.A pursuant to that
agreement. As at 31 December 2022 there is an outstanding amount accrued by the Group of \u00a358,000 to RTOP S.p.A in
relation to this specific agreement.
During the year ended 31 December 2023, no further activities were undertaken with RTOP S.p.A, with the exception of the
payment of the amounts that had been accrued at 31 December 2022. As such no amounts were outstanding with RTOP
S.p.A at 31 December 2023 (31 December 2022: \u00a3nil).
As part of RTOP Plc\u2019s listing onto the main market of the London Stock Exchange in August 2023, the contract referred to
above was novated to RTOP plc.
TradeFlow Capital Management Pte. Ltd. (TradeFlow)
On 30 June 2023, TradeFlow entered into a three-year White-Label licence agreement with Supply@ME Technologies S.r.l., a
wholly owned subsidiary of the Group, with respect to use of the Platform, on a non-exclusive basis and limited to the Asia-
Pacific region, for a total consideration of \u00a31,000,000 payable over a three-year period. As at 31 December 2023, no amounts
have been billed in respect of this contract, and no revenues have been recognised, as the two parties have been undergoing
discussions regarding the point in time when the access to the Platform will be activated.
Eight Capital Partners Plc
David Bull, an Independent Non-Executive Director and Audit Committee Chair was the CEO of Eight Capital Partners Plc from
22 June 2021 until 12 August 2022. Following the reverse takeover in March 2020, the Company entered into a Master Service
Agreement with Eight Capital Partners Plc in respect of certain shared service to be provided to the Group. This agreement
was terminated in early 2022 and as such there were no expenses in respect of this agreement with Eight Capital Partners Plc
were incurred during the year ended 31 December 2023 (year ended 31 December 2022: \u00a33,000).
SFE Soci\u00e9t\u00e9 Financi\u00e8re Europ\u00e9enne SA
During the current financial year, the Group has been collaborating with a group of private investors and subject matter
experts of working capital solutions to launch an independent Swiss-based trading business (the \u201cthe CH Trading Hub\u201d) to
replace the Cayman-based global inventory fund (\u201cGIF\u201d), previously advised by TradeFlow Capital Management Pte. Ltd. The
CH Trading Hub, owned by Soci\u00e9t\u00e9 Financi\u00e8re Europ\u00e9enne S.A. (\u201cSFE\u201d), is also expected to assume control of the independent
stock companies from the GIF once this restructuring is completed, and has purchased / set up additional stock companies
in order to manage the overall trading businesses using the Platform and the associated services provided by the Group.
Alessandro Zamboni, the CEO of SYME Group, has, along with a number of other investors, a personal non-controlling
interest in SFE. During the year ended 31 December 2023, no transactions were directly entered into between the Group and
SFE, however subsequent to 31 December 2023, and prior to the release of these financial statements, both the Group and
SFE where parties to the term sheet that was signed with respect to the commitment for the first White-Label transaction.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTransactionsBetweenRelatedPartiesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-535": { "value": "14 Receivable from related party
As at 31 December 2023 As at 31 December 2022
\u00a3 000 \u00a3 000
Receivable from related party
772
-
Interest receivable from related party
22
-
Other related party receivable
53
-
Total receivable from related party
847
-
Receivable from related party This balance represents the amount receivable from TAG under the Deed of Novation which created the obligation for TAG to settle the \u00a32,000,000 cash payment that was due from the buyers to the Company, as a result of the sale of the 81% majority stake in TradeFlow. As at 31 December 2023, \u00a31,228,000 of the \u00a32,000,000 has been repaid by TAG to the Company. The payment has been received through a split of \u00a3771,000 in cash, \u00a3421,000 by way of formal debt novation agreements with specific suppliers whereby the debt held by the Group companies was novated to TAG with no recourse to the Group companies, and \u00a336,000 by way of offset against amounts owed by the Group companies to TAG. As set out in note 30, subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had repaid \u00a3655,000 of the remaining amounts that were outstanding at 31 December 2023 through the receipt of cash payments and further offsets against amounts owed to TAG by the Group, leaving a remaining balance of \u00a3117,000. Interest receivable from related party This represents the interest that is receivable from TAG as at 30 December 2023 relating to the late payments of both the TAG Top-Up Shareholder Loan Agreement and the Deed of Novation. These interest amounts have been calculated at a compounding rate of 15% per annum on the overdue amounts. As at 31 December 2023, the full amount of this interest revenue remained outstanding. Other related party receivable In relation to the Group debt that was formally novated to TAG in lieu of a cash payment under the Deed of Novation, as at 31 December 2023 the Group held an amount receivable from TAG on its balance sheet for the value of \u00a353,000 (31 December 2022: \u00a3nil). This primarily related to VAT amounts on certain \u201cproforma\u201d invoices that were formally novated, as the VAT receivable was yet to be recorded in the Group\u2019s statement of financial position. As such, this amount has been recorded as being receivable from TAG and when the \u201cformal\u201d invoices are issued from the supplier, this amount will be reclassified as a VAT receivable. 28 Related Party Transactions During the year ended 31 December 2023, the following are treated as related parties: Alessandro Zamboni Alessandro Zamboni is the Chief Executive Officer of the Group and is also the sole director of the AvantGarde Group S.p.A (\u201cTAG\u201d) as well as holding numerous directorships across companies including RegTech Open Project plc. Both of these entities are related parties due the following transactions that took place over the current or prior financial years. TAG and the Group\u2019s operating subsidiaries Alessandro Zamboni is the CEO of the Group and is also the sole director of TAG. As at 31 December 2023, TAG held 24.00% of the total ordinary shares issued in Supply@ ME Capital plc (as at 31 December 2022: 22.5%). Following the reverse takeover in March 2020, the Group entered into a Master Service Agreement with TAG in respect of certain shared services to be provided to the Group. During the year ended 31 December 2023, the Group incurred expenses of \u00a339,000 (2022: \u00a370,000) to TAG in respect of this agreement. Additionally, during the year ended 31 December 2023, the Group incurred costs of \u00a322,000 from TAG (2022: \u00a3nil) in relation certain ICT services provided, reimbursed TAG for an amount of \u00a32,400 relating to ICT costs that TAG initially incurred on behalf of the Group (2022: \u00a3nil), and had recognised \u00a345,000 of capitalised legal costs which had been incurred on behalf of the Group by TAG (2022: \u00a3nil). In relation to the amounts detailed above, as at 31 December 2023 the following amounts were recognised in the consolidated statement of financial position: > no amounts were included in either trade receivable or trade payables as being owed by the Group to TAG (31 December 2022: \u00a39,000 net Receivable); and > an amount of \u00a358,000 (2022: \u00a3nil) had been accrued as other payables in respect of those costs that had been incurred but not yet invoiced by TAG as at 31 December 2023. TAG and TradeFlow Restructuring On 30 June 2023, TAG assumed the remaining \u00a32,000,000 consideration arising from the TradeFlow Restructuring, to be receivable by the Group from the Buyers, by way of a debt novation deed. The \u00a32,000,000 was to be repaid by TAG to the Company in multiple tranches, with the final tranche being due by 31 January 2024. As at 31 December 2023 an amount of \u00a3772,000 remained outstanding from TAG in relation to this amount (31 December 2022: \u00a3nil), of which \u00a3227,000 was overdue and \u00a3500,000 was due for payment on 31 January 2024. The payment of the \u00a31,228,000 received prior to 31 December 2023, was paid through a split of \u00a3771,000 in cash, \u00a3421,000 by way of formal debt novation agreements with specific suppliers whereby the debt held by the Group was novated to TAG with no recourse to the Group, and \u00a336,000 by way of offset against amounts owed by the Group to TAG. In relation to the Group debt that was novated to TAG in lieu of a cash payment, as at 31 December 2023 the Group held an amount receivable from TAG on its balance sheet for the value of \u00a353,000 (31 December 2022: \u00a3nil). This primarily related to VAT amounts on certain \u201cproforma\u201d invoices that had been novated, as the VAT receivable was yet to be recorded in the Group\u2019s statement of financial position. As such, this amount has been recorded as being receivable from TAG and when the \u201cformal\u201d invoices are issued from the supplier, this amount will be reclassified as a VAT receivable. The Company has been charging a late fee to TAG in terms of overdue payments of this particular receivable balance, and this late fee is calculated at a compounding rate of 15% per annum on any amounts of the instalments not transferred to the Company by the relevant due date, in accordance with the contractual arrangements. During the year ended 31 December 2023, the Group recognised \u00a311,000 of interest revenue (2022: \u00a3nil) in relation to the late payments by TAG in respect of this particular receivable balance. As at 31 December 2023, the full amount of this interest revenue remained outstanding. As set out in note 30, subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had repaid \u00a3655,000 of the \u00a3772,000 outstanding at 31 December 2023, through the receipt of cash payments and further offsets against amounts owed to TAG. The related late payment interest remained unpaid and continues to accrue interest. TAG Unsecured Working Facility On the 28 April 2023, the Company and TAG entered into a fixed term unsecured working capital loan agreement (the \u201cTAG Unsecured Working Capital facility\u201d). Under the TAG Unsecured Working Capital facility, TAG agreed to provide, subject to customary restrictions, a facility of up to \u00a32,800,000, in tranches up to 31 January 2024, to cover the Company\u2019s interim working capital and growth needs. In conjunction with the TradeFlow Restructuring, which was completed on 30 June 2023, the \u00a32,000,000 receivable by the Company that was assumed by TAG from the Buyers, was offset against the current obligations of TAG under TAG Unsecured Working Capital facility. The amendment to the TAG Unsecured Working Capital facility was agreed on 30 June 2023 and this reduced the obligations to the Company under the TAG Unsecured Working Capital facility to up to \u00a3800,000 (the \u201camended TAG Unsecured Working Capital facility\u201d). The due date for repayment by the Company of amounts drawn under the TAG Unsecured Working Capital facility is 1 February 2028. Any sums drawn under the TAG Unsecured Working Capital facility will attract a non-compounding interest rate of 10% per annum, and any principal amount (excluding accrued interest) outstanding on 1 February 2028 will attract a compounding interest rate of 15% per annum thereafter. Interest will be due to be paid annually on 31 March of each relevant calendar year. On 30 June 2023, the Company issued a draw down notice to TAG under the amended TAG Unsecured Working Facility for the full \u00a3800,000 available. As at 31 December 2023, \u00a3250,000 had been received from TAG in respect of this facility (31 December 2022: \u00a3nil). In respect of these amounts received from TAG, the Group recognised an interest expense of \u00a37,000 (2022: \u00a3nil), which all remained unpaid as at 31 December 2023. As set out in note 30, subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had provided the remaining \u00a3550,000 in order to satisfy the full amount of \u00a3800,000 drawn down by the Company under the amended TAG Unsecured Working Capital facility. Additionally on 26 March 2024, the Company and TAG signed a second deed of amendment agreement, which allowed the full outstanding amount of the amended TAG Unsecured Working Capital facility to be extinguished by the issue of 1,500,000,000 new ordinary shares which were issued to TAG on 28 March 2024. Top-Up Shareholder Loan Agreement On 28 September 2023, the Company and TAG entered into an English law governed top-up unsecured shareholder loan agreement (the \u201cTop-Up Shareholder Loan Agreement\u201d), pursuant to which TAG agreed to provide the Company with a further facility of up to \u00a33,500,000 to cover the Company\u2019s working capital and growth needs up to 30 June 2025 (the \u201cTop-Up Facility\u201d). Details of this Top-Up Facility are set out below: > The Company has the ability to draw down up to \u00a33.5 million in monthly instalments over the period to 30 June 2025; > On a monthly basis the Board will assess (acting in good faith and in its sole and absolute discretion) if the Group\u2019s projected cash balance on the last business day of the coming calendar month will be less than \u00a3250,000 following the Group\u2019s scheduled balance of receipts and payments for the next month by reference to, inter alia, the Group\u2019s contracted receivables, revenues and payables due for receipt or payment in the next month, the Group\u2019s contracted fixed operating expenditure and/or capital expenditure due for payment in the next month, the cash inflows in the next month arising from any warrants that have been contractually exercised and any projected unrestricted cash amounts resulting from any contractually agreed alternative equity, debt or hybrid financing (including, but not limited to, pursuant to a pre-emptive offering of ordinary shares and a non-pre-emptive offering of ordinary shares) for such month; > If the above assessment results in the Group\u2019s projected cash balance on the last business day of the coming calendar month being less than \u00a3250,000, the Company may draw down an amount under the TAG Top-Up Shareholder Loan Agreement which is no greater than the GBP amount to ensure that the Group\u2019s bank balances in the coming month shall be equal to \u00a3250,000; > Repayment of any sum drawn down under the TAG Top-Up Shareholder Loan Agreement will be due five calendar years (calculated on the basis of a year of 360 days) from the date which funds are received by the Company subject to the relevant draw down request; > Any sums drawn down by the Company under the TAG Top-Up Unsecured Shareholder Loan will attract a non- compounding interest rate of 10% per annum, and any principal amount (excluding accrued interest) outstanding on a relevant due date shall attract a compounding rate of 15% per annum thereafter. Interest will be due to be paid annually on 31 March of each relevant calendar year. As at 31 December 2023, the Group had issued draw down notices to the value of \u00a3969,000 to TAG, however these amounts had not yet been received by the Group (31 December 2022: \u00a3nil). As a result of the late payment of the amounts drawn down by TAG, the Group recognised an interest revenue of \u00a311,000 (2022: \u00a3nil), which all remained unpaid as at 31 December 2023. As set out in note 30, subsequent to 31 December 2023, and prior to the issue of these financial statements, the Company issued additional draw down notices under the Top-Up Shareholder Loan Agreement to the value of \u00a3779,000 and had received \u00a3nil from TAG. RegTech Open Project S.p.A (\u201cRTOP S.p.A\u201d) and RegTech Open Project plc (\u201cRTOP plc\u201d) RTOP plc is a regulatory technology company focussed on the development of an integrated risk management platform for Banks, Insurance Companies and Large Corporations. Alessandro Zamboni is a Non-Executive Director of RTOP plc and Albert Ganyushin is the Chair of the Board of directors of RTOP plc. TAG also is the majority ultimate beneficial shareholder of RTOP plc. Prior to RTOP plc\u2019s listing of its ordinary shares on the standard segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of London Stock Exchange plc in August 2023, the operations of this RTOP plc were run through RTOP S.p.A and Alessandro Zamboni was the sole director of RTOP S.p.A. In July 2022, the Company entered into an agreement with RegTech S.p.A, pursuant to which RTOP S.p.A was engaged to build and create a number of modules for the Company, including \u201cdata factory\u201d (i.e., data ingestion and business rule application), and, during the year ended 31 December 2022, \u00a3270,000 has been paid by the Company to RTOP S.p.A pursuant to that agreement. As at 31 December 2022 there is an outstanding amount accrued by the Group of \u00a358,000 to RTOP S.p.A in relation to this specific agreement. During the year ended 31 December 2023, no further activities were undertaken with RTOP S.p.A, with the exception of the payment of the amounts that had been accrued at 31 December 2022. As such no amounts were outstanding with RTOP S.p.A at 31 December 2023 (31 December 2022: \u00a3nil). As part of RTOP Plc\u2019s listing onto the main market of the London Stock Exchange in August 2023, the contract referred to above was novated to RTOP plc. TradeFlow Capital Management Pte. Ltd. (TradeFlow) On 30 June 2023, TradeFlow entered into a three-year White-Label licence agreement with Supply@ME Technologies S.r.l., a wholly owned subsidiary of the Group, with respect to use of the Platform, on a non-exclusive basis and limited to the Asia- Pacific region, for a total consideration of \u00a31,000,000 payable over a three-year period. As at 31 December 2023, no amounts have been billed in respect of this contract, and no revenues have been recognised, as the two parties have been undergoing discussions regarding the point in time when the access to the Platform will be activated. Eight Capital Partners Plc David Bull, an Independent Non-Executive Director and Audit Committee Chair was the CEO of Eight Capital Partners Plc from 22 June 2021 until 12 August 2022. Following the reverse takeover in March 2020, the Company entered into a Master Service Agreement with Eight Capital Partners Plc in respect of certain shared service to be provided to the Group. This agreement was terminated in early 2022 and as such there were no expenses in respect of this agreement with Eight Capital Partners Plc were incurred during the year ended 31 December 2023 (year ended 31 December 2022: \u00a33,000). SFE Soci\u00e9t\u00e9 Financi\u00e8re Europ\u00e9enne SA During the current financial year, the Group has been collaborating with a group of private investors and subject matter experts of working capital solutions to launch an independent Swiss-based trading business (the \u201cthe CH Trading Hub\u201d) to replace the Cayman-based global inventory fund (\u201cGIF\u201d), previously advised by TradeFlow Capital Management Pte. Ltd. The CH Trading Hub, owned by Soci\u00e9t\u00e9 Financi\u00e8re Europ\u00e9enne S.A. (\u201cSFE\u201d), is also expected to assume control of the independent stock companies from the GIF once this restructuring is completed, and has purchased / set up additional stock companies in order to manage the overall trading businesses using the Platform and the associated services provided by the Group. Alessandro Zamboni, the CEO of SYME Group, has, along with a number of other investors, a personal non-controlling interest in SFE. During the year ended 31 December 2023, no transactions were directly entered into between the Group and SFE, however subsequent to 31 December 2023, and prior to the release of these financial statements, both the Group and SFE where parties to the term sheet that was signed with respect to the commitment for the first White-Label transaction.", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-476": { "value": "
15 Share capital
Allotted, called up and fully paid shares
As at 31 December 2023
As at 31 December 2022
No. 000
\u00a3 000
No. 000
\u00a3 000
Equity
Ordinary shares of \u00a30.00002 each
61,232,096
1,224
56,621,568
1,132
Deferred shares of \u00a30.04000 each
63,084
2,523
63,084
2,523
2018
Deferred shares of \u00a30.01000 each
224,194
2,242
224,194
2,242
Total
61,519,374
5,989
56,908,846
5,897
Reconciliation of allotted, called up and fully paid shares
As at 31 December 2023
As at 31 December 2022
No. 000
\u00a3 000
No. 000
\u00a3 000
Ordinary shares as at 1 January
56,908,846
5,897
36,355,720
5,486
New ordinary shares issued to Venus Capital in connection with
2023
Venus Subscription
4,500,000
90
-
-
New ordinary shares issued to fulfil the conversion of Open
Offer warrants
110,528
2
49,508
1
New ordinary shares issued to fulfil the conversion of Mercator
Capital Management Fund LP convertible loan notes
-
-
1,400,898
28
New ordinary shares issued to Venus Capital in connection with
the Capital Enhancement Plan
-
-
14,350,000
287
New ordinary shares issued to settle the FY21 acquisition
related earn-out payments
-
-
213,526
4
New ordinary shares issued in connection with Open Offer
completed during the year
-
-
641,710
13
New ordinary shares issued to fulfil the conversion of Venus
Capital convertible loan notes
-
-
3,897,484
78
Total at 31 December
61,519,374
5,989
56,908,846
5,897
Details of new shares allotted during the current financial year
New ordinary shares issued to Venus Capital in connection with 2023 Venus Subscription
On 28 April 2023, the Company and Venus Capital entered into the new Subscription Agreement, pursuant to which Venus
Capital committed to subscribe for 4,500,000,000 new Subscription Shares at \u00a30.0005 per Subscription Share. The issue of
the Subscription Shares was made over two tranches (in line with the 2023 Venus Subscription) as set out below:
> an initial tranche of 3,375,000,000 Subscription Shares for gross proceeds of \u00a31,687,500 (or \u00a31,603,125 net of a 5%
commission chargeable by Venus Capital). This tranche of Subscription Shares were admitted to trading on the Main
Market of the London Stock Exchange on 5 May 2023; and
> a second tranche of 1,125,000,000 Subscription Shares for proceeds of \u00a3562,500 gross (or \u00a3534,375 net a 5% commission
chargeable by Venus Capital). This tranche of Subscription Shares were admitted to trading on the Main Market of the
London Stock Exchange on 30 May 2023.
New ordinary shares issued to fulfil the conversion of Open Offer warrants
Further to the issue of new ordinary shares on the 18 August 2022 as a result of the Open Offer, the Company also issued
320,855,008 warrants to certain qualifying shareholders who participated in its open offer (the \u201cOpen Offer Warrants\u201d).
Following the issue of the Open Offer Warrants, certain holders have elected to exercise their Open Offer Warrants and this
resulted in a total of 110,528,379 new ordinary shares being issued during the year ended 31 December 2023 in relation to
Open Offer Warrant conversion.
Rights, preferences and restrictions
Ordinary shares have the following rights, preferences, and restrictions:
The Ordinary shares carry rights to participate in dividends and distributions declared by the Company and each share carries
the right to one vote at any general meeting. There are no rights of redemption attaching to the Ordinary shares.
Deferred shares have the following rights, preferences, and restrictions:
The deferred shares carry no rights to receive any dividend or distribution and carry no rights to vote at any general meeting.
On a return of capital, the Deferred shareholders are entitled to receive the amount paid up on them after the Ordinary
shareholders have received \u00a3100,000,000 in respect of each share held by them. The Company may purchase all or any of
the Deferred shares at an appropriate consideration of \u00a31.
2018 Deferred shares have the following rights, preferences, and restrictions:
The deferred shares carry no rights to receive any dividend or distribution and carry no rights to vote at any general meeting.
", "dimensions": { "concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-504": { "value": "15 Share capital Allotted, called up and fully paid shares
As at 31 December 2023
As at 31 December 2022
No. 000
\u00a3 000
No. 000
\u00a3 000
Equity
Ordinary shares of \u00a30.00002 each
61,232,096
1,224
56,621,568
1,132
Deferred shares of \u00a30.04000 each
63,084
2,523
63,084
2,523
2018
Deferred shares of \u00a30.01000 each
224,194
2,242
224,194
2,242
Total
61,519,374
5,989
56,908,846
5,897
Reconciliation of allotted, called up and fully paid shares
As at 31 December 2023
As at 31 December 2022
No. 000
\u00a3 000
No. 000
\u00a3 000
Ordinary shares as at 1 January
56,908,846
5,897
36,355,720
5,486
New ordinary shares issued to Venus Capital in connection with
2023
Venus Subscription
4,500,000
90
-
-
New ordinary shares issued to fulfil the conversion of Open
Offer warrants
110,528
2
49,508
1
New ordinary shares issued to fulfil the conversion of Mercator
Capital Management Fund LP convertible loan notes
-
-
1,400,898
28
New ordinary shares issued to Venus Capital in connection with
the Capital Enhancement Plan
-
-
14,350,000
287
New ordinary shares issued to settle the FY21 acquisition
related earn-out payments
-
-
213,526
4
New ordinary shares issued in connection with Open Offer
completed during the year
-
-
641,710
13
New ordinary shares issued to fulfil the conversion of Venus
Capital convertible loan notes
-
-
3,897,484
78
Total at 31 December
61,519,374
5,989
56,908,846
5,897
Details of new shares allotted during the current financial year New ordinary shares issued to Venus Capital in connection with 2023 Venus Subscription On 28 April 2023, the Company and Venus Capital entered into the new Subscription Agreement, pursuant to which Venus Capital committed to subscribe for 4,500,000,000 new Subscription Shares at \u00a30.0005 per Subscription Share. The issue of the Subscription Shares was made over two tranches (in line with the 2023 Venus Subscription) as set out below: > an initial tranche of 3,375,000,000 Subscription Shares for gross proceeds of \u00a31,687,500 (or \u00a31,603,125 net of a 5% commission chargeable by Venus Capital). This tranche of Subscription Shares were admitted to trading on the Main Market of the London Stock Exchange on 5 May 2023; and > a second tranche of 1,125,000,000 Subscription Shares for proceeds of \u00a3562,500 gross (or \u00a3534,375 net a 5% commission chargeable by Venus Capital). This tranche of Subscription Shares were admitted to trading on the Main Market of the London Stock Exchange on 30 May 2023. New ordinary shares issued to fulfil the conversion of Open Offer warrants Further to the issue of new ordinary shares on the 18 August 2022 as a result of the Open Offer, the Company also issued 320,855,008 warrants to certain qualifying shareholders who participated in its open offer (the \u201cOpen Offer Warrants\u201d). Following the issue of the Open Offer Warrants, certain holders have elected to exercise their Open Offer Warrants and this resulted in a total of 110,528,379 new ordinary shares being issued during the year ended 31 December 2023 in relation to Open Offer Warrant conversion. Rights, preferences and restrictions Ordinary shares have the following rights, preferences, and restrictions: The Ordinary shares carry rights to participate in dividends and distributions declared by the Company and each share carries the right to one vote at any general meeting. There are no rights of redemption attaching to the Ordinary shares. Deferred shares have the following rights, preferences, and restrictions: The deferred shares carry no rights to receive any dividend or distribution and carry no rights to vote at any general meeting. On a return of capital, the Deferred shareholders are entitled to receive the amount paid up on them after the Ordinary shareholders have received \u00a3100,000,000 in respect of each share held by them. The Company may purchase all or any of the Deferred shares at an appropriate consideration of \u00a31. 2018 Deferred shares have the following rights, preferences, and restrictions: The deferred shares carry no rights to receive any dividend or distribution and carry no rights to vote at any general meeting.", "dimensions": { "concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-477": { "value": "
16 Trade and other payables
As at 31 December 2023 As at 31 December 2022
\u00a3 000 \u00a3 000
Trade payables
1,314
2,209
Other payables
943
747
Current portion of long-term bank borrowings
192
158
Social security and other payroll taxes due
1,566
977
Accruals
488
402
Contract liabilities
59
94
Accrued interest payable to related party
7
-
Total trade and other payables
4,569
4,587
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-536": { "value": "16 Trade and other payables
As at 31 December 2023 As at 31 December 2022
\u00a3 000 \u00a3 000
Trade payables
1,314
2,209
Other payables
943
747
Current portion of long-term bank borrowings
192
158
Social security and other payroll taxes due
1,566
977
Accruals
488
402
Contract liabilities
59
94
Accrued interest payable to related party
7
-
Total trade and other payables
4,569
4,587
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-505": { "value": "16 Trade and other payables
As at 31 December 2023 As at 31 December 2022
\u00a3 000 \u00a3 000
Trade payables
1,314
2,209
Other payables
943
747
Current portion of long-term bank borrowings
192
158
Social security and other payroll taxes due
1,566
977
Accruals
488
402
Contract liabilities
59
94
Accrued interest payable to related party
7
-
Total trade and other payables
4,569
4,587
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccruedExpensesAndOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-478": { "value": "
17 Long-term borrowings
As at 31 December 2023 As at 31 December 2022
\u00a3 000 \u00a3 000
Non-current portion of long-term bank borrowings
590
748
Working capital loan due to TAG
250
-
Total long-term borrowings
840
748
Non- current portion of long-term bank borrowings
On 12 October 2022, Supply@ME Technologies S.r.l. entered into a new long term loan facility with Banco BPM S.p.A (the
\u201cBanco BPM Facility\u201d). The obligations of Supply@ME Technologies S.r.l. under the Banco BPM Facility are guaranteed by the
Company. The key commercial terms of the Banco BPM Facility include:
a) \u20ac1 million in principal amount;
b) 275 basis points over Euribor interest rate; and
c) a five-year repayment term (the final payment to be made on 11 October 2027), including an initial six months of interest
only repayments, followed by 54 months of combined principal and interest repayments.
Fees totalling \u20ac52,000 were incurred in connection with the arrangement of the Banco BPM Facility. These costs have been
capitalised and will be spread over the term of the Banco BPM Facility. The amount include in the table above represents the
non-current portion of the Banco BPM Facility. The current portion is set out in note 16 above.
Working capital loan due to TAG
On the 28 April 2 023, the Company and TAG entered into a fixed term unsecured working capital loan agreement (the
\u201cTAG Unsecured Working Capital facility\u201d). Under the TAG Unsecured Working Capital facility, TAG agreed to provide, subject
to customary restrictions, a facility of up to \u00a32,800,000, in tranches up to 31 January 2024, to cover the Company\u2019s interim
working capital and growth needs.
In conjunction with the TradeFlow Restructuring, which was completed on 30 June 2023, the \u00a32,000,000 receivable by the
Company that was assumed by TAG from the Buyers, was offset against the current obligations of TAG under TAG Unsecured
Working Capital facility. The amendment to the TAG Unsecured Working Capital facility was agreed on 30 June 2023 and this
reduced the obligations to the Company under the TAG Unsecured Working Capital facility to up to \u00a3800,000 (the \u201camended
TAG Unsecured Working Capital facility\u201d).
On 30 June 2023, the Company issued a draw down notice to TAG under the amended TAG Unsecured Working Facility for
the full \u00a3800,000 available. As at 31 December 2023, \u00a3250,000 had been received from TAG in respect of this facility (31
December 2022: \u00a3nil). The due date for repayment by the Company of amounts drawn under the amended TAG Unsecured
Working Capital facility is 1 February 2028.
Any sums drawn under the amended TAG Unsecured Working Capital facility will attract a non-compounding interest rate
of 10% per annum, and any principal amount (excluding accrued interest) outstanding on 1 February 2028 will attract a
compounding interest rate of 15% per annum thereafter. Interest will be due to be paid annually on 31 March of each
relevant calendar year. In respect of these amounts received from TAG for the year ended 31 December 2023, the Group
recognised an interest expense of \u00a37,000 (2022:\u00a3nil), which all remained unpaid as at 31 December 2023.
As set out in note 30, subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had
provided the remaining \u00a3550,000 in order to satisfy the full amount of \u00a3800,000 drawn down by the Company under the
amended TAG Unsecured Working Capital facility. Additionally on 26 March 2024, the Company and TAG signed a second
deed of amendment agreement, which allowed the full outstanding amount of the amended TAG Unsecured Working Capital
facility to be extinguished by the issue of 1,500,000,000 new ordinary shares which were issued to TAG on 28 March 2024.
Loan notes and convertible loan notes
During the prior financial year ended 31 December 2022, the Group also had borrowings in the form of loan notes and
convertible loan notes. While both of these had been fully repaid as at 31 December 2022, there was activity in relation to
these balances during FY22. A summary of this activity is set out below.
Loan notes
On 29 September 2021, the Company announced it had entered into a loan note facility with Mercator Capital Management
Fund LP (\u201cMercator\u201d). The balance of this loan note facilities as at 1 January 2022 was \u00a35,732,000 and this was fully settled
during 2022 through a combination of repayments made in cash for \u00a32,191,000 and through the issue of convertible notes
worth \u00a34,592,000. Additionally, the Group recognised finance costs in relation to these loan notes during the year ended 31
December 2022 of \u00a31,051,000. These finance costs were recognised on an amortised cost basis using the effective interest
rate method where the interest rate applied was 47.5%.
Convertible loan notes
The convertible loan note liability arose during FY22 as a result of the partial repayment of the loan notes of \u00a34,592,000
through the issue of convertible loan notes. Additionally an amount of \u00a3145,000 which represented an additional interest
charge relating to the loan notes was also settled through the issue of convertible loan notes during the prior financial year
In connection with the 2023 Venus Subscription, total convertible loan notes of \u00a3418,000 were issued and Venus Capital
provided the Group with debt financing of \u00a31,500,000 which was repayable via a convertible loan note. A total of \u00a332,000 in
interest costs were recognised in relation to the Venus Capital convertible loan notes during FY22.
The total convertible loan note balance of \u00a36,687,000 was then fully settled prior to 31 December 2022 through cash
repayments of \u00a33,381,000 and the remaining balance of \u00a33,3,06,000 being converted into ordinary shares of the Company.
22 Financial instruments
Financial assets
Carrying value Carrying value Fair value Fair value
As at As at As at As at
31 December 2023 31 December 2022 31 December 2023 31 December 2022
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Financial assets at amortised cost:
Cash and cash equivalents
5
257
5
257
Trade receivables
15
7
15
7
Receivable from related party
847
-
847
-
Other receivables
974
1,179
974
1,179
1,841
1,443
1,841
1,443
Valuation methods and assumptions: The directors believe due to their short term nature, the fair value approximates to the
carrying amount.
Financial liabilities
Carrying value Carrying value Fair value Fair value
As at As at As at As at
31 December 2023 31 December 2022 31 December 2023 31 December 2022
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Financial liabilities at amortised cost:
Long-term borrowings
1,032
906
1,032
906
Trade payables
1,314
2,209
1,314
2,209
Other payables
943
747
943
747
3,289
3,862
3,289
3,862
Valuation methods and assumptions: The directors believe that the fair value of trade and other payables approximates to the
carrying value.
There are no financial liabilities that are carried at fair value through the profit and loss as at 31 December 2023 (31
December 2022: \u00a3nil).
Risk management
The Group is exposed through its operations to the following financial risks: credit risk, foreign exchange risk, and liquidity risk.
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note
describes the Group\u2019s objectives, policies and processes for managing these risks and the methods used to measure them.
Further quantitative information in respect of these risks is presented throughout these financial statements. There have
been no substantive changes in the Group\u2019s exposure to financial instrument risks, its objectives, policies and processes for
managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, were as follows:
> trade receivables and other receivables;
> cash at bank;
> receivables from related parties;
> trade and other payables; and
> long-term borrowings.
General objectives, policies and processes
The Board had overall responsibility for the determination of the Group\u2019s risk management objectives and policies and, whilst
retaining ultimate responsibility for them, it had delegated the authority for designing and operating processes that ensure
the effective implementation of the objectives and policies to the Group\u2019s finance function. The Board received monthly
reports from the Chief Financial Officer through which it reviewed the effectiveness of the processes put in place and the
appropriateness of the objectives and policies it had set. The overall objective of the Board was to set polices that sought to
reduce risk as far as possible without unduly affecting the Group\u2019s competitiveness and flexibility. Further details regarding
these policies are set out below.
Interest rate risk
At present the Directors do not believe that the Group has significant interest rate risk and consequently does not hedge
against such risk. Cash balances earn interest at variable rates.
The Group\u2019s interest generating financial assets from continuing operations as at 31 December 2023 comprised cash and
cash equivalents of \u00a35,000 (2022: \u00a3257,000). Interest is paid on cash at floating rates in line with prevailing market rates. In
addition, late payment interest of \u00a322,000 was recognised during the year ended 31 December 2023 (2022: \u00a3nil) relating to
the late payments of both the TAG Top-Up Shareholder Loan Agreement and the Deed of Novation. These interest amounts
have been calculated at a compounding rate of 15% per annum on the overdue amounts. As at 31 December 2023, the full
amount of this interest revenue remained outstanding.
The Group\u2019s interest generating financial liabilities from continuing operations as at 31 December 2023 comprised long-term
borrowings of \u00a31,032,000 (2022: \u00a3906,000)
Sensitivity analysis
At 31 December 2023, had the LIBOR 3 MONTH rate of 4.968 (2022 \u2013 2.015) increased by 1% with all other variables held
constant, the increase in interest receivable on financial assets would amount to approximately \u00a3nil (2022 - \u00a3nil). Similarly,
a 1% decrease in the LIBOR 3 MONTH rate with all other variables held constant would result in a decrease in interest
receivable on financial assets of approximately \u00a3nil (2022 - \u00a3nil).
At 31 December 2023, had the EURIBOR 3 MONTH rate of 3.905 (2022 \u2013 2.162) increased by 1% with all other variables
held constant, the increase in interest payable on financial liabilities would amount to approximately \u00a37,000 (2022 - \u00a39,000).
Similarly, a 1% decrease in the EURIBOR 3 MONTH rate with all other variables held constant would result in a decrease in
interest receivable on financial assets of approximately \u00a37,000 (2022 - \u00a39,000).
Credit risk and impairment
Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet its
contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally,
to assess the credit risk of new customers before entering contracts. Such credit ratings take into account local business
practices. The Group has a credit policy under which each new customer is analysed individually for creditworthiness before
the Group\u2019s standard payment and delivery terms and conditions are offered.
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. To manage this, the
Group has made sure that they use reputable banks.
In connection with the completion of the TradeFlow Restructuring, the balance of the consideration payable to the Company was
\u00a32,000,000 and this debt to the Company was assumed by TAG from the Buyers of the 81% stake in TradeFlow. This receivable
was to be received in multiple tranches with the final payment due on 31 January 2024. Prior to agreeing to this receivable
being assumed by TAG and for it to be repaid over multiple tranches, the Board analysed the creditworthiness of TAG and
carried out due diligence including how TAG intended to source funds to make the required payments. As at 31 December 2023,
an amount of \u00a3772,000 was still outstanding in connection with this receivable from TAG, of which \u00a3272,000 was overdue
and \u00a3500,000 was due at the end of January 2024. Due to certain late payments of this receivable, the Board are closely
monitoring the creditworthiness of TAG to ensure that payments continued to be received, albeit on a delayed schedule.
The Group\u2019s Chief Financial Officer monitors the utilisation of the credit limits regularly.
The Group\u2019s maximum exposure to credit by class of individual financial instrument is shown in the table below:
Carrying value Maximum exposure Carrying value Maximum exposure
as at as at as at as at
31 December 2023 31 December 2023 31 December 2022 31 December 2022
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Cash and cash equivalents
5
5
257
257
Trade receivables
15
15
7
7
Receivable from related party
847
847
-
-
867
867
264
264
As at 31 December 2023, the assets held by the Group have not been impaired, in particular the trade receivables and
receivable from related party are all considered to be low risk. Subsequent to 31 December 2023, 77% of the receivable from
related party has been repaid.
Foreign exchange risk
Foreign exchange risk arises because the Group has operations located in various parts of the world whose functional
currency is not the same as the functional currency in which the Group operates. Although its global market penetration
reduces the Group\u2019s operational risk, in that it has diversified into several markets, the Group\u2019s net assets arising from such
overseas operations are exposed to currency risk resulting in gains or losses on retranslation into sterling. Only in exceptional
circumstances would the Group consider hedging its net investments in overseas operations as generally it does not consider
that the reduction in foreign currency exposure warrants the cash flow risk created from such hedging techniques.
The Group\u2019s policy is, where possible, to allow Group entities to settle liabilities denominated in their functional currency (primarily
Euros or Pound Sterling) with the cash generated from their own operations in that currency. Where Group entities have liabilities
denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle them)
cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group.
Currency profile as at 31 December 2023
As at 31 December 2023 As at 31 December 2022
Financial assets \u00a3000 \u00a3000
Cash and cash equivalents: Sterling
3
229
Cash: Euro
2
28
Cash: US Dollar
-
-
Cash: Singapore Dollar
-
324
Trade receivables: Sterling
-
-
Trade receivables: Euro
15
7
Trade receivables: Singapore Dollar
-
1
As at 31 December 2023 As at 31 December 2022
Financial liabilities \u00a3000 \u00a3000
Trade payables: Sterling
865
482
Trade payables: Euro
449
1,727
Trade payables: Singapore Dollar
-
6
Long-term borrowings: Sterling
250
-
Long-term borrowings: Euro
782
906
Long-term borrowings: Singapore
-
3,171
The comparative currency profile information above includes TradeFlow financial assets and liabilities as at 31 December
2022, which formed part of the of the assets/liabilities held for disposal groups within the consolidated statement of financial
position as at 31 December 2022.
Sensitivity analysis
At 31 December 2023, if Sterling had strengthened by 10% against the below currencies with all other variables held constant,
loss before tax for the year would have been approximately
> EUR: \u00a319,000 higher (2022 - \u00a360,000 higher)
> Singapore Dollar: \u00a3nil (2022 - \u00a369,000 higher)
Conversely, if the below currencies had weakened by 10% with all other variables held constant, loss before tax for the year
would have been approximately:
> EURO: \u00a319,000 lower (2022 - \u00a360,000 lower)
> Singapore Dollar: \u00a3nil lower (2022 - \u00a369,000 lower)
Liquidity risk
Liquidity risk arises from the Group\u2019s management of working capital and the finance charges and principal repayments on its
debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
The Group\u2019s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due.
The Board receives rolling 12-month cash flow projections on a regular basis as well as information regarding cash balances.
At the statement of financial position date, these projections indicated that the Group expects to have sufficient liquid
resources to meet its obligations under all reasonably expected circumstances.
As set out in note 28, the TAG Top-Up Shareholder Loan Agreement gives the Company the ability to draw down up to \u00a33.5
million in line with specific conditions. As at 31 December 2023, the Company had issued draw down notices for \u00a3969,000
and subsequent to 31 December 2023, additional draw down notices to the value of \u00a3779,000 were issued. As such, \u00a31.8
million remains undrawn. As at 31 December 2022, the Group had no undrawn facilities.
Between Between Between
Up to 3 months 3 and 12 months 1 and 2 years 2 and 5 years Over 5 years
At 31 December 2023 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Liabilities
Long-term borrowings
76
182
223
676
-
Trade and other payables
1,511
746
-
-
-
Social security and other taxes
1,566
-
-
-
-
Total liabilities
3,153
928
223
676
-
Between Between Between
Up to 3 months 3 and 12 months 1 and 2 years 2 and 5 years Over 5 years
At 31 December 2022 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Liabilities
Long-term borrowings
-
158
189
559
-
Trade and other payables
2,209
747
-
-
-
Social security and other taxes
977
-
-
-
-
Total liabilities
3,186
905
189
559
-
Capital risk management
The Group\u2019s capital management objectives are to ensure the Group is appropriately funded to continue as a going concern
and to provide an adequate return to shareholders commensurate with risk. The Group defines capital as being issued share
capital, share premium and all other equity reserves attributable to the equity holders of the parent.The Group\u2019s capital
structure is periodically reviewed and, if appropriate, adjustments are made in the light of expected future funding needs,
changes in economic conditions, financial performance and changes in Group structure. As explained in note 28, the Group
has currently entered into financing facilities from TAG during the year ended 31 December 2023.
The Group adheres to the capital maintenance requirements as set out in the Companies Act.
Capital for the reporting periods under review is summarised as follows:
> Net liabilities: (\u00a33,807,000) (2022: (\u00a32,025,000))
> Cash and cash equivalents: \u00a35,000 (2022: \u00a3257,000)
> Share Capital \u00a35,989,000 (2022: \u00a35,897,000)
23 Net debt
The Group reconciliation of the movement in net debt from continuing operations is set out below:
Total
long-term borrowings
(current and
non-current portion)
\u00a3 000
At 1 January 2023
(906)
Net cash flows
(145)
Foreign exchange
19
As at 31 December 2023
(1,032)
Total
long-term borrowings
Convertible (current and
Loan notes loan notes non-current portion) Total
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
At 1 January 2022
(5,732)
-
(1,284)
(7,016)
Net cash flows
-
(1,500)
(2,403)
(3,903)
Convertible loan notes issued as repayment of loan
notes, share issue costs and/or interest
-
(5,187)
-
(5,187)
Amortisation of finance costs
(1,051)
-
(356)
(1,407)
Cash repayments made during the year
2,191
3,381
-
5,572
Repayment of convertible loan notes via share issues
-
3,306
-
3,306
Repayment of loan notes via issue of convertible loan
notes
4,592
-
-
4,592
Reclassification of disposal group held for sale
-
-
3,171
3,171
Foreign exchange
-
-
(34)
(34)
As at 31 December 2022
-
-
(906)
(906)
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-506": { "value": "17 Long-term borrowings
As at 31 December 2023 As at 31 December 2022
\u00a3 000 \u00a3 000
Non-current portion of long-term bank borrowings
590
748
Working capital loan due to TAG
250
-
Total long-term borrowings
840
748
Non- current portion of long-term bank borrowings On 12 October 2022, Supply@ME Technologies S.r.l. entered into a new long term loan facility with Banco BPM S.p.A (the \u201cBanco BPM Facility\u201d). The obligations of Supply@ME Technologies S.r.l. under the Banco BPM Facility are guaranteed by the Company. The key commercial terms of the Banco BPM Facility include: a) \u20ac1 million in principal amount; b) 275 basis points over Euribor interest rate; and c) a five-year repayment term (the final payment to be made on 11 October 2027), including an initial six months of interest only repayments, followed by 54 months of combined principal and interest repayments. Fees totalling \u20ac52,000 were incurred in connection with the arrangement of the Banco BPM Facility. These costs have been capitalised and will be spread over the term of the Banco BPM Facility. The amount include in the table above represents the non-current portion of the Banco BPM Facility. The current portion is set out in note 16 above. Working capital loan due to TAG On the 28 April 2 023, the Company and TAG entered into a fixed term unsecured working capital loan agreement (the \u201cTAG Unsecured Working Capital facility\u201d). Under the TAG Unsecured Working Capital facility, TAG agreed to provide, subject to customary restrictions, a facility of up to \u00a32,800,000, in tranches up to 31 January 2024, to cover the Company\u2019s interim working capital and growth needs. In conjunction with the TradeFlow Restructuring, which was completed on 30 June 2023, the \u00a32,000,000 receivable by the Company that was assumed by TAG from the Buyers, was offset against the current obligations of TAG under TAG Unsecured Working Capital facility. The amendment to the TAG Unsecured Working Capital facility was agreed on 30 June 2023 and this reduced the obligations to the Company under the TAG Unsecured Working Capital facility to up to \u00a3800,000 (the \u201camended TAG Unsecured Working Capital facility\u201d). On 30 June 2023, the Company issued a draw down notice to TAG under the amended TAG Unsecured Working Facility for the full \u00a3800,000 available. As at 31 December 2023, \u00a3250,000 had been received from TAG in respect of this facility (31 December 2022: \u00a3nil). The due date for repayment by the Company of amounts drawn under the amended TAG Unsecured Working Capital facility is 1 February 2028. Any sums drawn under the amended TAG Unsecured Working Capital facility will attract a non-compounding interest rate of 10% per annum, and any principal amount (excluding accrued interest) outstanding on 1 February 2028 will attract a compounding interest rate of 15% per annum thereafter. Interest will be due to be paid annually on 31 March of each relevant calendar year. In respect of these amounts received from TAG for the year ended 31 December 2023, the Group recognised an interest expense of \u00a37,000 (2022:\u00a3nil), which all remained unpaid as at 31 December 2023. As set out in note 30, subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had provided the remaining \u00a3550,000 in order to satisfy the full amount of \u00a3800,000 drawn down by the Company under the amended TAG Unsecured Working Capital facility. Additionally on 26 March 2024, the Company and TAG signed a second deed of amendment agreement, which allowed the full outstanding amount of the amended TAG Unsecured Working Capital facility to be extinguished by the issue of 1,500,000,000 new ordinary shares which were issued to TAG on 28 March 2024. Loan notes and convertible loan notes During the prior financial year ended 31 December 2022, the Group also had borrowings in the form of loan notes and convertible loan notes. While both of these had been fully repaid as at 31 December 2022, there was activity in relation to these balances during FY22. A summary of this activity is set out below. Loan notes On 29 September 2021, the Company announced it had entered into a loan note facility with Mercator Capital Management Fund LP (\u201cMercator\u201d). The balance of this loan note facilities as at 1 January 2022 was \u00a35,732,000 and this was fully settled during 2022 through a combination of repayments made in cash for \u00a32,191,000 and through the issue of convertible notes worth \u00a34,592,000. Additionally, the Group recognised finance costs in relation to these loan notes during the year ended 31 December 2022 of \u00a31,051,000. These finance costs were recognised on an amortised cost basis using the effective interest rate method where the interest rate applied was 47.5%. Convertible loan notes The convertible loan note liability arose during FY22 as a result of the partial repayment of the loan notes of \u00a34,592,000 through the issue of convertible loan notes. Additionally an amount of \u00a3145,000 which represented an additional interest charge relating to the loan notes was also settled through the issue of convertible loan notes during the prior financial year In connection with the 2023 Venus Subscription, total convertible loan notes of \u00a3418,000 were issued and Venus Capital provided the Group with debt financing of \u00a31,500,000 which was repayable via a convertible loan note. A total of \u00a332,000 in interest costs were recognised in relation to the Venus Capital convertible loan notes during FY22. The total convertible loan note balance of \u00a36,687,000 was then fully settled prior to 31 December 2022 through cash repayments of \u00a33,381,000 and the remaining balance of \u00a33,3,06,000 being converted into ordinary shares of the Company. ", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-479": { "value": "
18 Provisions
Post-employment Provision for risks Provision for VAT
benefits and charges and penalties Total
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
At 1 January 2022
46
92
221
359
Released to profit and loss
-
(19)
(20)
(39)
Provided for in the year
22
12
144
178
Payments
(8)
-
-
(8)
Actuarial (gain)/loss
(22)
-
-
(22)
At 31 December 2022
38
85
345
468
Forex retranslation adjustment
(1)
(2)
(8)
(11)
At 1 January 2023
37
83
337
457
Released to profit and loss
-
(28)
-
(28)
Provided for in the year
17
139
-
156
Payments
(13)
-
-
(13)
Acturial (gain)/loss
3
-
-
3
At 31 December 2023
44
194
337
575
Post-employment benefits
Post-employment benefits include severance pay and liabilities relating to future commitments to be disbursed to employees
based on their permanence in the Company. This entirely relates to the Italian subsidiary where severance indemnities
are due to each employee at the end of the employment relationship. Post-employment benefits relating to severance
indemnities are calculated by estimating the amount of the future benefit that employees have accrued in the current
period and in previous years using actuarial techniques. The calculation is carried out by an independent actuary using the
\u201cProjected Unit Credit Method\u201d.
Provision for risks and charges
Provision for risks and charges includes the estimated amounts of penalties and interest for payment delays referring the tax
and social security payables recorded in the Italian subsidiary financial statements which, at the closing date, are overdue. The
increase in the current financial year is primarily due to the interest component as the interest rates in Italy have risen during
FY23 to an average at 5% during 2023 (2022: 1.5% in 2022).
Provision for VAT and penalties
In advance of the Group\u2019s first monetisation transaction, a number of advance payments have been received by the Group\u2019s
Italian subsidiary from potential client companies in accordance with agreed contractual terms. These payments have been
recognised as revenue in accordance with local accounting rules. These advance payments, for which an invoice has not yet
been issued, have been made exclusive of VAT. As at 31 December 2023, the Group has included a provision relating to a
potential VAT liability, including penalties, in respect of these advance payments of \u00a3196,000 (31 December 2022: \u00a3201,000).
At the point in the future when the associated monetisation transaction takes place, the potential VAT liability will be settled
by the Group. At this same point in time, the Directors expect to be able to recover the VAT from the client companies as
invoices in respect of the monetisation transactions are issued. The timing of these future monetisation transactions currently
remains uncertain and as such no corresponding VAT receivable has been recognised as at 31 December 2023, however
there is a contingent asset of \u00a3140,000 as at 31 December 2023 (31 December 2022: \u00a3143,000) in respect of this.
An additional amount of \u00a3144,000 was added to the provision during the second half of 2022 to reflect the fact that the Italian
intercompany invoice was issued late and this balance reflects potential VAT penalties that may arise due to the timing of the invoice.
This balance remains provided for at 31 December 2023, however has been revalued to \u00a3141,000 as at 31 December 2023.
From time to time, during the course of business, the Group maybe subject to disputes which may give rise to claims. The
Group will defend such claims vigorously and provision for such matters are made when costs relating to defending and
concluding such matters can be measured reliably. There were no cases outstanding as at 31 December 2023 that meet the
criteria for a provision to be recognised.
", "dimensions": { "concept": "ifrs-full:DisclosureOfProvisionsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-507": { "value": "18 Provisions
Post-employment Provision for risks Provision for VAT
benefits and charges and penalties Total
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
At 1 January 2022
46
92
221
359
Released to profit and loss
-
(19)
(20)
(39)
Provided for in the year
22
12
144
178
Payments
(8)
-
-
(8)
Actuarial (gain)/loss
(22)
-
-
(22)
At 31 December 2022
38
85
345
468
Forex retranslation adjustment
(1)
(2)
(8)
(11)
At 1 January 2023
37
83
337
457
Released to profit and loss
-
(28)
-
(28)
Provided for in the year
17
139
-
156
Payments
(13)
-
-
(13)
Acturial (gain)/loss
3
-
-
3
At 31 December 2023
44
194
337
575
Post-employment benefits Post-employment benefits include severance pay and liabilities relating to future commitments to be disbursed to employees based on their permanence in the Company. This entirely relates to the Italian subsidiary where severance indemnities are due to each employee at the end of the employment relationship. Post-employment benefits relating to severance indemnities are calculated by estimating the amount of the future benefit that employees have accrued in the current period and in previous years using actuarial techniques. The calculation is carried out by an independent actuary using the \u201cProjected Unit Credit Method\u201d. Provision for risks and charges Provision for risks and charges includes the estimated amounts of penalties and interest for payment delays referring the tax and social security payables recorded in the Italian subsidiary financial statements which, at the closing date, are overdue. The increase in the current financial year is primarily due to the interest component as the interest rates in Italy have risen during FY23 to an average at 5% during 2023 (2022: 1.5% in 2022). Provision for VAT and penalties In advance of the Group\u2019s first monetisation transaction, a number of advance payments have been received by the Group\u2019s Italian subsidiary from potential client companies in accordance with agreed contractual terms. These payments have been recognised as revenue in accordance with local accounting rules. These advance payments, for which an invoice has not yet been issued, have been made exclusive of VAT. As at 31 December 2023, the Group has included a provision relating to a potential VAT liability, including penalties, in respect of these advance payments of \u00a3196,000 (31 December 2022: \u00a3201,000). At the point in the future when the associated monetisation transaction takes place, the potential VAT liability will be settled by the Group. At this same point in time, the Directors expect to be able to recover the VAT from the client companies as invoices in respect of the monetisation transactions are issued. The timing of these future monetisation transactions currently remains uncertain and as such no corresponding VAT receivable has been recognised as at 31 December 2023, however there is a contingent asset of \u00a3140,000 as at 31 December 2023 (31 December 2022: \u00a3143,000) in respect of this. An additional amount of \u00a3144,000 was added to the provision during the second half of 2022 to reflect the fact that the Italian intercompany invoice was issued late and this balance reflects potential VAT penalties that may arise due to the timing of the invoice. This balance remains provided for at 31 December 2023, however has been revalued to \u00a3141,000 as at 31 December 2023. From time to time, during the course of business, the Group maybe subject to disputes which may give rise to claims. The Group will defend such claims vigorously and provision for such matters are made when costs relating to defending and concluding such matters can be measured reliably. There were no cases outstanding as at 31 December 2023 that meet the criteria for a provision to be recognised.
21 Contingent liabilities
There were no contingent liabilities for the Group at 31 December 2023 or 31 December 2022.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherProvisionsContingentLiabilitiesAndContingentAssetsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-480": { "value": "
19 Pension and other schemes
Defined contribution pension scheme
The Group operates a defined contribution pension scheme. The assets of the scheme are recognised as being held
separately from those of the Group and Company and will be paid over to an independently administered fund. The pension
cost charge represents contributions payable by the Group to the fund.
The total pension charge for the year represents contributions payable by the Group to the scheme and amounted to
\u00a353,000 for continuing operations (2022: \u00a355,000).
Contributions totalling \u00a316,000 (2022: \u00a39,000) were payable to the scheme at the end of the year and are included in
creditors. This has been paid post year end.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-508": { "value": "Defined contribution pension scheme The Group operates a defined contribution pension scheme. The assets of the scheme are recognised as being held separately from those of the Group and Company and will be paid over to an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund. The total pension charge for the year represents contributions payable by the Group to the scheme and amounted to \u00a353,000 for continuing operations (2022: \u00a355,000). Contributions totalling \u00a316,000 (2022: \u00a39,000) were payable to the scheme at the end of the year and are included in creditors. This has been paid post year end.", "dimensions": { "concept": "ifrs-full:DisclosureOfDefinedContributionPlansExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-525": { "value": "
20 Capital commitments
There were no capital commitments for the Group at 31 December 2023 or 31 December 2022.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-481": { "value": "20 Capital commitments There were no capital commitments for the Group at 31 December 2023 or 31 December 2022. 21 Contingent liabilities There were no contingent liabilities for the Group at 31 December 2023 or 31 December 2022.", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsAndContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-526": { "value": "21 Contingent liabilities There were no contingent liabilities for the Group at 31 December 2023 or 31 December 2022.", "dimensions": { "concept": "ifrs-full:DisclosureOfContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-537": { "value": "Financial assets
Carrying value Carrying value Fair value Fair value
As at As at As at As at
31 December 2023 31 December 2022 31 December 2023 31 December 2022
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Financial assets at amortised cost:
Cash and cash equivalents
5
257
5
257
Trade receivables
15
7
15
7
Receivable from related party
847
-
847
-
Other receivables
974
1,179
974
1,179
1,841
1,443
1,841
1,443
Valuation methods and assumptions: The directors believe due to their short term nature, the fair value approximates to the carrying amount. Financial liabilities
Carrying value Carrying value Fair value Fair value
As at As at As at As at
31 December 2023 31 December 2022 31 December 2023 31 December 2022
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Financial liabilities at amortised cost:
Long-term borrowings
1,032
906
1,032
906
Trade payables
1,314
2,209
1,314
2,209
Other payables
943
747
943
747
3,289
3,862
3,289
3,862
Valuation methods and assumptions: The directors believe that the fair value of trade and other payables approximates to the carrying value. There are no financial liabilities that are carried at fair value through the profit and loss as at 31 December 2023 (31 December 2022: \u00a3nil). ", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-527": { "value": "Financial assets
Carrying value Carrying value Fair value Fair value
As at As at As at As at
31 December 2023 31 December 2022 31 December 2023 31 December 2022
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Financial assets at amortised cost:
Cash and cash equivalents
5
257
5
257
Trade receivables
15
7
15
7
Receivable from related party
847
-
847
-
Other receivables
974
1,179
974
1,179
1,841
1,443
1,841
1,443
Valuation methods and assumptions: The directors believe due to their short term nature, the fair value approximates to the carrying amount. Financial liabilities
Carrying value Carrying value Fair value Fair value
As at As at As at As at
31 December 2023 31 December 2022 31 December 2023 31 December 2022
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Financial liabilities at amortised cost:
Long-term borrowings
1,032
906
1,032
906
Trade payables
1,314
2,209
1,314
2,209
Other payables
943
747
943
747
3,289
3,862
3,289
3,862
Valuation methods and assumptions: The directors believe that the fair value of trade and other payables approximates to the carrying value. There are no financial liabilities that are carried at fair value through the profit and loss as at 31 December 2023 (31 December 2022: \u00a3nil). ", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-509": { "value": "Financial assets
Carrying value Carrying value Fair value Fair value
As at As at As at As at
31 December 2023 31 December 2022 31 December 2023 31 December 2022
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Financial assets at amortised cost:
Cash and cash equivalents
5
257
5
257
Trade receivables
15
7
15
7
Receivable from related party
847
-
847
-
Other receivables
974
1,179
974
1,179
1,841
1,443
1,841
1,443
Valuation methods and assumptions: The directors believe due to their short term nature, the fair value approximates to the carrying amount. ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-510": { "value": "Financial liabilities
Carrying value Carrying value Fair value Fair value
As at As at As at As at
31 December 2023 31 December 2022 31 December 2023 31 December 2022
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Financial liabilities at amortised cost:
Long-term borrowings
1,032
906
1,032
906
Trade payables
1,314
2,209
1,314
2,209
Other payables
943
747
943
747
3,289
3,862
3,289
3,862
Valuation methods and assumptions: The directors believe that the fair value of trade and other payables approximates to the carrying value. There are no financial liabilities that are carried at fair value through the profit and loss as at 31 December 2023 (31 December 2022: \u00a3nil). ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-511": { "value": "Risk management The Group is exposed through its operations to the following financial risks: credit risk, foreign exchange risk, and liquidity risk. In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group\u2019s objectives, policies and processes for managing these risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the Group\u2019s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. Principal financial instruments The principal financial instruments used by the Group, from which financial instrument risk arises, were as follows: > trade receivables and other receivables; > cash at bank; > receivables from related parties; > trade and other payables; and > long-term borrowings. General objectives, policies and processes The Board had overall responsibility for the determination of the Group\u2019s risk management objectives and policies and, whilst retaining ultimate responsibility for them, it had delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group\u2019s finance function. The Board received monthly reports from the Chief Financial Officer through which it reviewed the effectiveness of the processes put in place and the appropriateness of the objectives and policies it had set. The overall objective of the Board was to set polices that sought to reduce risk as far as possible without unduly affecting the Group\u2019s competitiveness and flexibility. Further details regarding these policies are set out below. Interest rate risk At present the Directors do not believe that the Group has significant interest rate risk and consequently does not hedge against such risk. Cash balances earn interest at variable rates. The Group\u2019s interest generating financial assets from continuing operations as at 31 December 2023 comprised cash and cash equivalents of \u00a35,000 (2022: \u00a3257,000). Interest is paid on cash at floating rates in line with prevailing market rates. In addition, late payment interest of \u00a322,000 was recognised during the year ended 31 December 2023 (2022: \u00a3nil) relating to the late payments of both the TAG Top-Up Shareholder Loan Agreement and the Deed of Novation. These interest amounts have been calculated at a compounding rate of 15% per annum on the overdue amounts. As at 31 December 2023, the full amount of this interest revenue remained outstanding. The Group\u2019s interest generating financial liabilities from continuing operations as at 31 December 2023 comprised long-term borrowings of \u00a31,032,000 (2022: \u00a3906,000) Sensitivity analysis At 31 December 2023, had the LIBOR 3 MONTH rate of 4.968 (2022 \u2013 2.015) increased by 1% with all other variables held constant, the increase in interest receivable on financial assets would amount to approximately \u00a3nil (2022 - \u00a3nil). Similarly, a 1% decrease in the LIBOR 3 MONTH rate with all other variables held constant would result in a decrease in interest receivable on financial assets of approximately \u00a3nil (2022 - \u00a3nil). At 31 December 2023, had the EURIBOR 3 MONTH rate of 3.905 (2022 \u2013 2.162) increased by 1% with all other variables held constant, the increase in interest payable on financial liabilities would amount to approximately \u00a37,000 (2022 - \u00a39,000). Similarly, a 1% decrease in the EURIBOR 3 MONTH rate with all other variables held constant would result in a decrease in interest receivable on financial assets of approximately \u00a37,000 (2022 - \u00a39,000). Credit risk and impairment Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of new customers before entering contracts. Such credit ratings take into account local business practices. The Group has a credit policy under which each new customer is analysed individually for creditworthiness before the Group\u2019s standard payment and delivery terms and conditions are offered. Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. To manage this, the Group has made sure that they use reputable banks. In connection with the completion of the TradeFlow Restructuring, the balance of the consideration payable to the Company was \u00a32,000,000 and this debt to the Company was assumed by TAG from the Buyers of the 81% stake in TradeFlow. This receivable was to be received in multiple tranches with the final payment due on 31 January 2024. Prior to agreeing to this receivable being assumed by TAG and for it to be repaid over multiple tranches, the Board analysed the creditworthiness of TAG and carried out due diligence including how TAG intended to source funds to make the required payments. As at 31 December 2023, an amount of \u00a3772,000 was still outstanding in connection with this receivable from TAG, of which \u00a3272,000 was overdue and \u00a3500,000 was due at the end of January 2024. Due to certain late payments of this receivable, the Board are closely monitoring the creditworthiness of TAG to ensure that payments continued to be received, albeit on a delayed schedule. The Group\u2019s Chief Financial Officer monitors the utilisation of the credit limits regularly. The Group\u2019s maximum exposure to credit by class of individual financial instrument is shown in the table below:
Carrying value Maximum exposure Carrying value Maximum exposure
as at as at as at as at
31 December 2023 31 December 2023 31 December 2022 31 December 2022
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Cash and cash equivalents
5
5
257
257
Trade receivables
15
15
7
7
Receivable from related party
847
847
-
-
867
867
264
264
As at 31 December 2023, the assets held by the Group have not been impaired, in particular the trade receivables and receivable from related party are all considered to be low risk. Subsequent to 31 December 2023, 77% of the receivable from related party has been repaid. Foreign exchange risk Foreign exchange risk arises because the Group has operations located in various parts of the world whose functional currency is not the same as the functional currency in which the Group operates. Although its global market penetration reduces the Group\u2019s operational risk, in that it has diversified into several markets, the Group\u2019s net assets arising from such overseas operations are exposed to currency risk resulting in gains or losses on retranslation into sterling. Only in exceptional circumstances would the Group consider hedging its net investments in overseas operations as generally it does not consider that the reduction in foreign currency exposure warrants the cash flow risk created from such hedging techniques. The Group\u2019s policy is, where possible, to allow Group entities to settle liabilities denominated in their functional currency (primarily Euros or Pound Sterling) with the cash generated from their own operations in that currency. Where Group entities have liabilities denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle them) cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group. Currency profile as at 31 December 2023
As at 31 December 2023 As at 31 December 2022
Financial assets \u00a3000 \u00a3000
Cash and cash equivalents: Sterling
3
229
Cash: Euro
2
28
Cash: US Dollar
-
-
Cash: Singapore Dollar
-
324
Trade receivables: Sterling
-
-
Trade receivables: Euro
15
7
Trade receivables: Singapore Dollar
-
1
As at 31 December 2023 As at 31 December 2022
Financial liabilities \u00a3000 \u00a3000
Trade payables: Sterling
865
482
Trade payables: Euro
449
1,727
Trade payables: Singapore Dollar
-
6
Long-term borrowings: Sterling
250
-
Long-term borrowings: Euro
782
906
Long-term borrowings: Singapore
-
3,171
The comparative currency profile information above includes TradeFlow financial assets and liabilities as at 31 December 2022, which formed part of the of the assets/liabilities held for disposal groups within the consolidated statement of financial position as at 31 December 2022. Sensitivity analysis At 31 December 2023, if Sterling had strengthened by 10% against the below currencies with all other variables held constant, loss before tax for the year would have been approximately > EUR: \u00a319,000 higher (2022 - \u00a360,000 higher) > Singapore Dollar: \u00a3nil (2022 - \u00a369,000 higher) Conversely, if the below currencies had weakened by 10% with all other variables held constant, loss before tax for the year would have been approximately: > EURO: \u00a319,000 lower (2022 - \u00a360,000 lower) > Singapore Dollar: \u00a3nil lower (2022 - \u00a369,000 lower) Liquidity risk Liquidity risk arises from the Group\u2019s management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group\u2019s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The Board receives rolling 12-month cash flow projections on a regular basis as well as information regarding cash balances. At the statement of financial position date, these projections indicated that the Group expects to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances. As set out in note 28, the TAG Top-Up Shareholder Loan Agreement gives the Company the ability to draw down up to \u00a33.5 million in line with specific conditions. As at 31 December 2023, the Company had issued draw down notices for \u00a3969,000 and subsequent to 31 December 2023, additional draw down notices to the value of \u00a3779,000 were issued. As such, \u00a31.8 million remains undrawn. As at 31 December 2022, the Group had no undrawn facilities.
Between Between Between
Up to 3 months 3 and 12 months 1 and 2 years 2 and 5 years Over 5 years
At 31 December 2023 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Liabilities
Long-term borrowings
76
182
223
676
-
Trade and other payables
1,511
746
-
-
-
Social security and other taxes
1,566
-
-
-
-
Total liabilities
3,153
928
223
676
-
Between Between Between
Up to 3 months 3 and 12 months 1 and 2 years 2 and 5 years Over 5 years
At 31 December 2022 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Liabilities
Long-term borrowings
-
158
189
559
-
Trade and other payables
2,209
747
-
-
-
Social security and other taxes
977
-
-
-
-
Total liabilities
3,186
905
189
559
-
Capital risk management The Group\u2019s capital management objectives are to ensure the Group is appropriately funded to continue as a going concern and to provide an adequate return to shareholders commensurate with risk. The Group defines capital as being issued share capital, share premium and all other equity reserves attributable to the equity holders of the parent.The Group\u2019s capital structure is periodically reviewed and, if appropriate, adjustments are made in the light of expected future funding needs, changes in economic conditions, financial performance and changes in Group structure. As explained in note 28, the Group has currently entered into financing facilities from TAG during the year ended 31 December 2023. The Group adheres to the capital maintenance requirements as set out in the Companies Act. Capital for the reporting periods under review is summarised as follows: > Net liabilities: (\u00a33,807,000) (2022: (\u00a32,025,000)) > Cash and cash equivalents: \u00a35,000 (2022: \u00a3257,000) > Share Capital \u00a35,989,000 (2022: \u00a35,897,000) ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-528": { "value": "Interest rate risk At present the Directors do not believe that the Group has significant interest rate risk and consequently does not hedge against such risk. Cash balances earn interest at variable rates. The Group\u2019s interest generating financial assets from continuing operations as at 31 December 2023 comprised cash and cash equivalents of \u00a35,000 (2022: \u00a3257,000). Interest is paid on cash at floating rates in line with prevailing market rates. In addition, late payment interest of \u00a322,000 was recognised during the year ended 31 December 2023 (2022: \u00a3nil) relating to the late payments of both the TAG Top-Up Shareholder Loan Agreement and the Deed of Novation. These interest amounts have been calculated at a compounding rate of 15% per annum on the overdue amounts. As at 31 December 2023, the full amount of this interest revenue remained outstanding. The Group\u2019s interest generating financial liabilities from continuing operations as at 31 December 2023 comprised long-term borrowings of \u00a31,032,000 (2022: \u00a3906,000) Sensitivity analysis At 31 December 2023, had the LIBOR 3 MONTH rate of 4.968 (2022 \u2013 2.015) increased by 1% with all other variables held constant, the increase in interest receivable on financial assets would amount to approximately \u00a3nil (2022 - \u00a3nil). Similarly, a 1% decrease in the LIBOR 3 MONTH rate with all other variables held constant would result in a decrease in interest receivable on financial assets of approximately \u00a3nil (2022 - \u00a3nil). At 31 December 2023, had the EURIBOR 3 MONTH rate of 3.905 (2022 \u2013 2.162) increased by 1% with all other variables held constant, the increase in interest payable on financial liabilities would amount to approximately \u00a37,000 (2022 - \u00a39,000). Similarly, a 1% decrease in the EURIBOR 3 MONTH rate with all other variables held constant would result in a decrease in interest receivable on financial assets of approximately \u00a37,000 (2022 - \u00a39,000). Foreign exchange risk Foreign exchange risk arises because the Group has operations located in various parts of the world whose functional currency is not the same as the functional currency in which the Group operates. Although its global market penetration reduces the Group\u2019s operational risk, in that it has diversified into several markets, the Group\u2019s net assets arising from such overseas operations are exposed to currency risk resulting in gains or losses on retranslation into sterling. Only in exceptional circumstances would the Group consider hedging its net investments in overseas operations as generally it does not consider that the reduction in foreign currency exposure warrants the cash flow risk created from such hedging techniques. The Group\u2019s policy is, where possible, to allow Group entities to settle liabilities denominated in their functional currency (primarily Euros or Pound Sterling) with the cash generated from their own operations in that currency. Where Group entities have liabilities denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle them) cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group. Currency profile as at 31 December 2023
As at 31 December 2023 As at 31 December 2022
Financial assets \u00a3000 \u00a3000
Cash and cash equivalents: Sterling
3
229
Cash: Euro
2
28
Cash: US Dollar
-
-
Cash: Singapore Dollar
-
324
Trade receivables: Sterling
-
-
Trade receivables: Euro
15
7
Trade receivables: Singapore Dollar
-
1
As at 31 December 2023 As at 31 December 2022
Financial liabilities \u00a3000 \u00a3000
Trade payables: Sterling
865
482
Trade payables: Euro
449
1,727
Trade payables: Singapore Dollar
-
6
Long-term borrowings: Sterling
250
-
Long-term borrowings: Euro
782
906
Long-term borrowings: Singapore
-
3,171
The comparative currency profile information above includes TradeFlow financial assets and liabilities as at 31 December 2022, which formed part of the of the assets/liabilities held for disposal groups within the consolidated statement of financial position as at 31 December 2022. Sensitivity analysis At 31 December 2023, if Sterling had strengthened by 10% against the below currencies with all other variables held constant, loss before tax for the year would have been approximately > EUR: \u00a319,000 higher (2022 - \u00a360,000 higher) > Singapore Dollar: \u00a3nil (2022 - \u00a369,000 higher) Conversely, if the below currencies had weakened by 10% with all other variables held constant, loss before tax for the year would have been approximately: > EURO: \u00a319,000 lower (2022 - \u00a360,000 lower) > Singapore Dollar: \u00a3nil lower (2022 - \u00a369,000 lower) ", "dimensions": { "concept": "ifrs-full:DisclosureOfMarketRiskExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-538": { "value": "Sensitivity analysis At 31 December 2023, had the LIBOR 3 MONTH rate of 4.968 (2022 \u2013 2.015) increased by 1% with all other variables held constant, the increase in interest receivable on financial assets would amount to approximately \u00a3nil (2022 - \u00a3nil). Similarly, a 1% decrease in the LIBOR 3 MONTH rate with all other variables held constant would result in a decrease in interest receivable on financial assets of approximately \u00a3nil (2022 - \u00a3nil). At 31 December 2023, had the EURIBOR 3 MONTH rate of 3.905 (2022 \u2013 2.162) increased by 1% with all other variables held constant, the increase in interest payable on financial liabilities would amount to approximately \u00a37,000 (2022 - \u00a39,000). Similarly, a 1% decrease in the EURIBOR 3 MONTH rate with all other variables held constant would result in a decrease in interest receivable on financial assets of approximately \u00a37,000 (2022 - \u00a39,000). Sensitivity analysis At 31 December 2023, if Sterling had strengthened by 10% against the below currencies with all other variables held constant, loss before tax for the year would have been approximately > EUR: \u00a319,000 higher (2022 - \u00a360,000 higher) > Singapore Dollar: \u00a3nil (2022 - \u00a369,000 higher) Conversely, if the below currencies had weakened by 10% with all other variables held constant, loss before tax for the year would have been approximately: > EURO: \u00a319,000 lower (2022 - \u00a360,000 lower) > Singapore Dollar: \u00a3nil lower (2022 - \u00a369,000 lower) ", "dimensions": { "concept": "ifrs-full:SensitivityAnalysisForEachTypeOfMarketRisk", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-529": { "value": "Credit risk and impairment Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of new customers before entering contracts. Such credit ratings take into account local business practices. The Group has a credit policy under which each new customer is analysed individually for creditworthiness before the Group\u2019s standard payment and delivery terms and conditions are offered. Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. To manage this, the Group has made sure that they use reputable banks. In connection with the completion of the TradeFlow Restructuring, the balance of the consideration payable to the Company was \u00a32,000,000 and this debt to the Company was assumed by TAG from the Buyers of the 81% stake in TradeFlow. This receivable was to be received in multiple tranches with the final payment due on 31 January 2024. Prior to agreeing to this receivable being assumed by TAG and for it to be repaid over multiple tranches, the Board analysed the creditworthiness of TAG and carried out due diligence including how TAG intended to source funds to make the required payments. As at 31 December 2023, an amount of \u00a3772,000 was still outstanding in connection with this receivable from TAG, of which \u00a3272,000 was overdue and \u00a3500,000 was due at the end of January 2024. Due to certain late payments of this receivable, the Board are closely monitoring the creditworthiness of TAG to ensure that payments continued to be received, albeit on a delayed schedule. The Group\u2019s Chief Financial Officer monitors the utilisation of the credit limits regularly. The Group\u2019s maximum exposure to credit by class of individual financial instrument is shown in the table below:
Carrying value Maximum exposure Carrying value Maximum exposure
as at as at as at as at
31 December 2023 31 December 2023 31 December 2022 31 December 2022
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Cash and cash equivalents
5
5
257
257
Trade receivables
15
15
7
7
Receivable from related party
847
847
-
-
867
867
264
264
As at 31 December 2023, the assets held by the Group have not been impaired, in particular the trade receivables and receivable from related party are all considered to be low risk. Subsequent to 31 December 2023, 77% of the receivable from related party has been repaid. ", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-530": { "value": "Liquidity risk Liquidity risk arises from the Group\u2019s management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group\u2019s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The Board receives rolling 12-month cash flow projections on a regular basis as well as information regarding cash balances. At the statement of financial position date, these projections indicated that the Group expects to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances. As set out in note 28, the TAG Top-Up Shareholder Loan Agreement gives the Company the ability to draw down up to \u00a33.5 million in line with specific conditions. As at 31 December 2023, the Company had issued draw down notices for \u00a3969,000 and subsequent to 31 December 2023, additional draw down notices to the value of \u00a3779,000 were issued. As such, \u00a31.8 million remains undrawn. As at 31 December 2022, the Group had no undrawn facilities.
Between Between Between
Up to 3 months 3 and 12 months 1 and 2 years 2 and 5 years Over 5 years
At 31 December 2023 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Liabilities
Long-term borrowings
76
182
223
676
-
Trade and other payables
1,511
746
-
-
-
Social security and other taxes
1,566
-
-
-
-
Total liabilities
3,153
928
223
676
-
Between Between Between
Up to 3 months 3 and 12 months 1 and 2 years 2 and 5 years Over 5 years
At 31 December 2022 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Liabilities
Long-term borrowings
-
158
189
559
-
Trade and other payables
2,209
747
-
-
-
Social security and other taxes
977
-
-
-
-
Total liabilities
3,186
905
189
559
-
", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-531": { "value": "Capital risk management The Group\u2019s capital management objectives are to ensure the Group is appropriately funded to continue as a going concern and to provide an adequate return to shareholders commensurate with risk. The Group defines capital as being issued share capital, share premium and all other equity reserves attributable to the equity holders of the parent.The Group\u2019s capital structure is periodically reviewed and, if appropriate, adjustments are made in the light of expected future funding needs, changes in economic conditions, financial performance and changes in Group structure. As explained in note 28, the Group has currently entered into financing facilities from TAG during the year ended 31 December 2023. The Group adheres to the capital maintenance requirements as set out in the Companies Act. Capital for the reporting periods under review is summarised as follows: > Net liabilities: (\u00a33,807,000) (2022: (\u00a32,025,000)) > Cash and cash equivalents: \u00a35,000 (2022: \u00a3257,000) > Share Capital \u00a35,989,000 (2022: \u00a35,897,000) ", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-512": { "value": "23 Net debt The Group reconciliation of the movement in net debt from continuing operations is set out below:
Total
long-term borrowings
(current and
non-current portion)
\u00a3 000
At 1 January 2023
(906)
Net cash flows
(145)
Foreign exchange
19
As at 31 December 2023
(1,032)
Total
long-term borrowings
Convertible (current and
Loan notes loan notes non-current portion) Total
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
At 1 January 2022
(5,732)
-
(1,284)
(7,016)
Net cash flows
-
(1,500)
(2,403)
(3,903)
Convertible loan notes issued as repayment of loan
notes, share issue costs and/or interest
-
(5,187)
-
(5,187)
Amortisation of finance costs
(1,051)
-
(356)
(1,407)
Cash repayments made during the year
2,191
3,381
-
5,572
Repayment of convertible loan notes via share issues
-
3,306
-
3,306
Repayment of loan notes via issue of convertible loan
notes
4,592
-
-
4,592
Reclassification of disposal group held for sale
-
-
3,171
3,171
Foreign exchange
-
-
(34)
(34)
As at 31 December 2022
-
-
(906)
(906)
", "dimensions": { "concept": "ifrs-full:DisclosureOfDebtSecuritiesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-482": { "value": "
24 Share-based payments
Share warrants issued to Mercator
During 2021 the Group entered into a funding facility with Mercator Capital Management Fund LP (\u201cMercator\u201d) which included
the Group issuing loan notes in exchange for funding. These loan notes were linked to a convertible loan note facility, which
was able to be used should the Group elect not to repay any of the interest or principal relating to the loan notes in cash.
Both the loan note and convertible loan note agreements required share warrants to be issued representing 20% of the face
value of any loan notes or convertible loans issued. The warrants have a term of 3 years from issue and an exercise price of
130% of the lowest closing VWAP over the ten trading days immediately preceding the issue of the warrants. Under the terms
of amendment agreement signed with Mercator dated 26 April 2022, no further warrants were required to be issued on the
monthly repayments due following April 2022.
The total number of share warrants issued to Mercator during the years ended 31 December 2021 and 2022 was
961,832,433 (the \u201cMercator Warrants\u201d). Details of the outstanding share warrants issued to Mercator are set out in the table
below. There have been no movement in these Mercator Warrants during the year ended 31 December 2023, however as
announced by the Company on 23 November 2023 and further on 28 March 2024 the Company approved the transfer of Mercator Warrants from Mercator to an independent third-party purchaser(s).
Number of
warrants
Date of issue
outstanding
Exercise price
Expiry date
1 October 2021
443,726,031
\u00a30.00316
1 October 2024
1 November 2021
29,197,856
\u00a30.00314
1 November 2024
1 December 2021
49,867,625
\u00a30.00184
1 December 2024
4 January 2022
77,763,767
\u00a30.00174
4 January 2025
2 February 2022
79,179,799
\u00a30.00171
2 February 2025
4 March 2022
105,948,198
\u00a30.00128
4 March 2025
10 June 2022
176,149,157
\u00a30.00085
10 June 2025
Total
961,832,433
The total fair value of the above Mercator Warrants has been fully expensed in the prior periods. No further costs have been recognised in the current financial year ended 31 December 2023, and none of these warrants have been converted during the same period. During the prior financial year ended 31 December 2022, an amount of \u00a3579,000 was recognised in the income statement relating to the fair value of the Mercator Warrants. Share warrants issued to Venus under Capital Enhancement Plan On the 27 April 2022, the Company announced it had entered into a subscription agreement with Venus Capital in connection with the Group\u2019s Capital Enhancement Plan. The subscription agreement specified that the Company was required to issue one warrant for every two shares issued in connection with the mandatory tranches of the new shares issues. This was a total of 3,425,000,000 share warrants. The subscription agreement specified that the Group was required to issue one warrant for every five shares issued in connection with the optional tranches of the new shares issues. This was a total of 1,500,000,000 share warrants. Additionally, an amount of 3,250,000,000 share warrants were issued to Venus Capital in connection with the signing of the subscription agreement on 26 April 2022. As such the Group issued a total of 8,175,000,000 share warrants to Venus Capital during the year ended 31 December 2022, and as at the 31 December 2023, these all remain outstanding. The initial terms of the warrants specified that they could be exercised at any time up to 31 December 2025 and have an exercise price of 0.065 pence per warrant. As these share warrants were issued as a cost of issuing new ordinary shares to Venus Capital they fall into of scope of IFRS 2 (\u201cShare-based payments\u201d). The total fair value of the above share warrants issued to Venus Capital under the Capital Enhancement Plan was \u00a34,795,000 and this amount has been fully recognised during 2022. Share warrants issued to retail shareholders under the Open Offer On 22 July 2022, the Group announced the Open Offer, giving existing shareholders the opportunity to subscribe for up to 641,710,082 new ordinary share in the Group on the basis of one Open Offer share for every 66 existing ordinary shares held at an offer price of 0.05 pence per Open Offer share. The Open Offer closed on 17 August 2022 and on 18 August 2022, the Group announced it would allot and issue 641,710,082 new ordinary shares to those qualifying shareholders and that this would raise \u00a3320,855 gross (and \u00a3269,855 net of fees and expenses) for the Group. In addition to the new ordinary share that were issued, the Group also issued 320,855,008 warrants to the qualifying shareholders on the basis of one warrant for every two ordinary shares received as a result of the Open Offer. The initial terms of the warrants specified that they could be exercised at any time up to 31 December 2025 and have an exercise price of 0.065 pence per warrant. As these share warrants were issued as a cost of issuing the new Open Offer ordinary shares they fall into of scope of IFRS 2 (\u201cShare-based payments\u201d). As such, the Directors were required to determine the fair value of the equity-settled share-based payments at the date on which they were granted. The fair value was determined using a Black-Sholes. The total fair value of the above share warrants issued in connection with the Open Offer was \u00a3261,000 and this amount was fully recognised during 2022. Subsequent to the issue of the Open Offer warrants, and prior to 31 December 2023, an amount of 160,036,379 (31 December 2022: 49,508,000) of these warrants have been converted in exchange for new ordinary shares and as at 31 December 2023 there is a balance of 160,818,629 Open Offer warrants which remained outstanding (31 December 2022: 271,347,008). On the exercise of the Open Offer warrants, the fair value amount is reclassified from the share-based payment reserve to retained losses as set out in the consolidated statement of changes in equity for the year ended 31 December 2023. Share warrants issued to Venus Capital under the 2023 Venus Subscription On the 28 April 2023, the Company announced it had and entered into a new subscription agreement with Venus Capital, pursuant to which Venus Capital committed to subscribe for 4,500,000,000 new ordinary shares over two tranches as set out below: > an initial tranche of 3,375,000,000 new ordinary shares were admitted to a Standard Listing and to trading on the Main Market on 5 May 2023; and > a second tranche of 1,125,000,000 new ordinary shares were admitted to a Standard Listing and to trading on the Main Market on 30 May 2023. Under the new subscription agreement, new warrants are required to be issued to Venus Capital at a ratio of one warrant for every two subscription shares issued under the new subscription agreement. This resulted in an obligation for the Group to issue 2,250,000,000 new warrants to Venus (\u201cNew Venus Warrants\u201d) which existed at 31 December 2023. These new warrants are each exercisable into one new ordinary share at a price equal to 0.065 pence per share up to a final exercise date of 31 December 2026. As these share warrants were issued as a cost of issuing new ordinary shares to Venus Capital they fall into of scope of IFRS 2 (\u201cShare-based payments\u201d). As such, the Directors were required to determine the fair value of the equity-settled share-based payments at the date on which they were granted. The fair value was determined using a Black-Sholes model which required certain judgements to be made in determining the most appropriate inputs to be used model and the key judgemental assumptions have been detailed in note 2. In particular, the key judgemental point was the expected volatility rate of the Company\u2019s share price over the relevant period prior to the grant of the warrants. The assumption applied in the model for the warrants to be issued to Venus Capital was 88%. This was based on the actual volatility of the Company\u2019s shares over the historical period from March 2020 (the date of the reverse takeover) to the valuation date. The total fair value of the above new share warrants issued to be Venus Capital under the 2023 Venus Subscription was \u00a31,717,000 and this amount has been fully recognised during the year ended 31 December 2023. Given this amount directly related to the cost of issuing new ordinary shares to Venus Capital, the total amount of \u00a31,717,000 have been offset against the share premium balance in accordance with IAS 32 (\u201cFinancial Instruments\u201d) and the Companies Act 2006. This amount was offset against the related share premium that was created in connection with the relevant issue of ordinary share to Venus Capital as set out in the consolidated statement of changes in equity for the year ended 31 December 2023. Extension to the expiry date of the warrants issued in connection with the Open Offer carried out on 17 August 2022 and the warrants issued to Venus Capital during 2022 In connection with 2023 Venus Subscription, the final exercise date of the existing 8,175,000,000 warrants issued to Venus Capital during 2022, under the Capital Enhancement Plan, was agreed to be extended from 31 December 2025 for 12 months to 31 December 2026, through a deed of amendment to the existing warrant instruments. This deed of amendment was also dated 28 April 2023. In line with the extension to the expiry date of the existing 8,175,000,000 warrants held by Venus Capital, the shareholders who participated in the Open Offer during 2022 were asked if they would like to vote to extend the expiry date of the warrants issued during the Open Offer from 31 December 2025 by 12 months to 31 December 2026. This resolution was successfully passed at the 2023 Annual General Meeting, and a deed of amendment to the existing warrant instrument was signed on 23 June 2023. As outlined above, both of these warrants had been valued previously in line with IFRS 2 (\u201cShare-based payments\u201d). The modification to the expiry date has therefore also been valued in line with IFRS 2 (\u201cShare-based payments\u201d) with the change in fair value calculated as the difference between the fair value of the modified equity instrument and that of the original equity instrument, both of which are estimated at the date of the modification being 28 April 2023 for the relevant warrants held by Venus Capital, and 23 June 2023 for this warrants issued in connection with the Open Offer. The change in the fair value due to the extension of the expiry date on those warrants still outstanding at 31 December 2023 was \u00a3346,000. Given this amount directly related to the cost of issuing new ordinary shares in the past to Venus Capital or under the Open Offer, an amount of \u00a3132,000 has been offset against the share premium balance in accordance with IAS 32 (\u201cFinancial Instruments\u201d). This amount was offset against the related share premium that was created in connection with issue of the relevant Venus Capital / Open Offer share issue. The remaining fair value amount of \u00a3214,000 has been recognised in retained losses as set out in the consolidated statement of changes in equity for the year ended 31 December 2023. A summary of the share warrants outstanding as at 31 December 2023 is detailed in the table below:
Number of Number of
warrants outstanding warrants outstanding
at 31 December 2023 at 31 December 2022
Share warrants issued to Mercator
961,832,433
961,832,433
Share warrants issued to Venus Capital
8,175,000,000
8,175,000,000
Share warrants to be issued to Venus Capital
2,250,000,000
-
Share warrants issued to retail shareholders
160,818,629
271,347,008
Total
11,547,651,062
9,408,179,441
A summary of the fair value of the share warrants issued during the period, including the change in fair value due to modification of the terms of certain share warrants, are detailed in the table below:
2023 2022
(\u00a3 000) (\u00a3 000)
Share warrants issued to Mercator
-
236
Share warrants issued to Venus
-
4,795
Share warrants to be issued to Venus
1,717
-
Share warrants issued to retail shareholders
-
261
Increase in fair value of outstanding warrants issued to Venus and retail
shareholders as a result of expiry date extension
346
-
Total
2,063
5,292
Acquisition related earn-out payments The terms of the TradeFlow acquisition completed in July 2021 included related earn-out payments that, together with the initial cash payment and issue of equity, form the total legal consideration agreed between the parties. Further details are set out below. This acquisition related earn-out payments are determined by reference to pre-determined revenue milestone targets in each of the 2021, 2022 and 2023 financial years. These payments may be forfeited by the selling shareholders should they, in certain circumstances, no longer remain employed prior to the end of each earn-out period. As such, under the IFRS Interpretations Committee\u2019s interpretation of paragraph B55 of IFRS 3 (\u201cBusiness Combinations\u201d), the fair value of these
earn-out payments have been accounted as a charge to the income statement (as deemed remuneration) rather than as
consideration. The terms of the agreements also allow this acquisition related earn-out payments to be settled in either
cash or equity at the discretion of the Company. As it is the Company\u2019s current intention to settle these payments in equity,
they were previously fair valued at the grant date in line with IFRS 2 (\u201cShare-based payments\u201d) estimated using a Monte Carlo
simulation model.
During the preparation of the prior year financial statements of the Company, management applied their judgement at
the time as to the likelihood of the earn-out targets being achieved and this led the Directors to revise their previous IFRS 2
judgements, in connection with the acquisition related earn-out payments where the 2022 earn-out targets had not been
met, and the likelihood of acquisition related earn-out targets for 2023 being met was considered to be remote. As a result, as
at 31 December 2022, the share-based payment reserve in connection with the 2022 and 2023 acquisition related earn-out
payments was \u00a3nil and an amount of \u00a3883,000 was released during the financial year ended 31 December 2022 reflecting
the change in management judgement.
As the acquisition related earn-out payment for the 2021 targets was settled during July 2022, an additional amount was
added to the share-based payment reserve of \u00a3172,000 which covered the amounts to be recognised in FY22 in line with the
estimated vesting date of March 2022. As this relates to the TradeFlow operations, it has been recognised through the loss
from discontinued operations in the year ended 31 December 2022. Following the settlement of the 2021 acquisition related
earn-out payments in July 2022, as at 31 December 2022, the relevant share-based payment reserve had been released and
the corresponding increase in share capital and share premium was recognised.
As a result of the TradeFlow Restructuring that was commenced during the second half of 2022 and was completed on 30
June 2023, any future potential acquisition related earn-out payments were offset against the cash consideration agreed for
the Group\u2019s 81% stake in TradeFlow that was disposed of. As such, no further acquisition related earn-out payments were
recognised in the current financial year being the year ended 31 December 2023.
Employee share scheme awards
October 2022 Employee share scheme
On 31 October 2022, the Group awarded an LTIP conditional on performance conditions, being the achievement of specified
Total Shareholder Return (\u201cTSR\u201d) (market condition) performance, as well as continued employment. The TSR performance
related to a three year period over the 2022, 2023 and 2024 financial years and the required TSR performance is set out in
the table below with the adjusted share price measurement period being the average closing mid-market price of a share
over a three month period ending on the last dealing day of the performance period:
Adjusted share price per share
Percentage of TSR award vesting
Below 0.6945 pence
0%
Equal to 0.6945 pence
25%
1 penny or greater
100%
Vesting is on a straight-line basis between target levels.
The vesting date of these share awards is 31 October 2025, and the continued employment covers up until this date. The share
awards issued to the Chief Executive Officer are subject to an additional 2 years holding period following the vesting date.
For those share schemes with market related vesting conditions, the fair value is determined using the Monte Carlo model at
the grant date. The following table lists the inputs to the model used for the awards granted in the year ended 31 December
2022 based on information at the date of grant:
LTIP awards (granted on 31 October 2022)
TSR element
Share price at date of grant
0.08 pence
Award price
0.002 pence
Volatility
116.38%
Life of award
3 years
Risk free rate
3.34%
Dividend yield
0%
Fair value per award
0.0245 pence
The additional holding period applicable to the share awards issued to the Chief Executive Officer have been valued using the
Finnerty model. The following table lists the inputs to the model used for the awards granted in the year ended 31 December
2022 based on information at the date of grant:
LTIP awards (granted on 31 October 2022)
TSR element additional holding period
Share price at date of grant
0.08 pence
Award price
0.08 pence
Volatility
116.73%
Life of holding period
2 years
Risk free rate
3.60%
Dividend yield
0%
Fair value per award with holding period
0.0208 pence
These awards will be equity-settled by award of ordinary shares. The total share-based payment charge recognised in the
consolidated statement of comprehensive income for the year ended 31 December 2023 in relation to the October 2022
employee share scheme options is \u00a360,000 (2022: \u00a311,000). As all social security charges with respect to the share awards
will be the responsibility of the employee, no expense has been recognised by the Group in respect of these charges.
The following table summarised the movements in the number in share awards issued by the Company in October 2022:
2023 2022
No No
Outstanding at 1 January
874,783,094
-
Conditionally awarded in year
-
874,783,094
Exercised
-
-
Forfeited or expired in year
(88,125,000)
-
Outstanding at 31 December
786,658,094
874,783,094
Exercisable at the end of the year
-
-
May 2023 Employee share scheme
On 19 May 2023, the Group awarded its second LTIP conditional on performance conditions to certain employees, being the
achievement on continued employment and the achievement of performance conditions relating to the specified TSR (market
condition) performance (50%) and the specific GBP amount of Inventory Monetised (non market condition) (50%). Each of
the performance conditions relate to a three year period over the 2023, 2024 and 2025 financial years and the required
performance is as follows:
> with respect to the TSR element the adjusted share price measurement period is the average closing mid-market price of
a share price over a three month period ending on the last dealing day of the performance period, being 31 December
2025. If the average share price during the measurement period is 0.15p then 25% of the aware will vest, and this
increases on a straight line basis to 0.3p for 100% of vesting; and
> with respect to the GBP amount of Inventory Monetised the measurement period is by the end of the performance
period, being 31 December 2025. 25% of the award will vest if \u00a3300m of inventory is monetised (in aggregate) over
the three year performance period, increasing on a straight line to 100% of the award to vest if \u00a3400m of inventory is
monetised (in aggregate) over the same three year performance period.
The vesting date of these share awards is 19 May 2026, and the continued employment covers up until this date. The share
awards issued to the Chief Executive Officer are subject to an additional 2 years holding period following the vesting date.
For those share schemes with market related vesting conditions, the fair value is determined using the Monte Carlo model
at the grant date. For those share schemes with non-market vesting conditions, the fair value is determined using the Black
Scholes model at the grant date. The following table lists the inputs to the models used for the May 2023 share awards
granted based on information at the date of grant:
LTIP awards (granted on 19 May 2023)
TSR element
Inventory Monetisation element
Share price at date of grant
0.14 pence
0.14 pence
Award price
0.002 pence
0.002 pence
Volatility
119.81%
n/a
Life of award
3 years
3 years
Risk free rate
3.90%
n/a
Dividend yield
0%
0%
Fair value per award
0.1098 pence
0.1384 pence
The additional holding period applicable to the share awards issued to the Chief Executive Officer have been valued using
the Finnerty model. The following table lists the inputs to the model used for the awards granted during the year ended 31
December 2023 based on information at the date of grant:
LTIP awards (granted on 19 May 2023)
TSR element
Inventory Monetisation element
Share price at date of grant
0.14 pence
0.14 pence
Award price
0.14 pence
0.14 pence
Volatility
127.25%
127.25%
Life of award
2 years
2 years
Risk free rate
3.87%
3.87%
Dividend yield
0%
0%
Fair value per award
0.0924 pence
0.1165 pence
These awards will be equity-settled by award of ordinary shares. The total share-based payment charge recognised
consolidated statement of comprehensive income for the year ended 31 December 2023 in relation to the May 2023
employee share scheme options was \u00a371,000 (2022: \u00a3nil). As all social security charges with respect to the share awards will
be the responsibility of the employee, no expense has been recognised by the Group in respect of these charges.
The following table summarised the movements in the number in share awards issued by the Company in May 2023:
2023 2022
No No
Outstanding at 1 January
-
-
Conditionally awarded in year
343,548,435
-
Exercised
-
-
Forfeited or expired in year
(34,453,125)
-
Outstanding at 31 December
309,095,310
-
Exercisable at the end of the year
-
-
", "dimensions": { "concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-483": { "value": "
25 Share issue costs
The costs relating to the various share issues that took place during the year have been netted off against the amount of
share premium that is recognised in respect of the share issue to which they directly relate. Any amounts in excess of the
share premium recognised, are taken to retained losses. Details of the share issue costs recognised during the year ended 31
December 2023 are set out in the table below.
2023 2023
(\u00a3 000) (\u00a3 000)
Costs recognised Costs recognised
in share premium in retained losses
\u00a3000 \u00a3000s
2023
Venus Subscription warrant costs (note 24)
1,717
-
Other costs (legal fees, listing fees, commission cost)
254
-
Impact of extension of expiry date of warrants issued during 2022 relating to Capital
Enhancement plan and Open Offer warrants (note 24)
132
214
Total
2,103
214
2022 2022
(\u00a3 000) (\u00a3 000)
Costs recognised Costs recognised
in share premium in retained losses
Capital enhancement plan warrant costs (note 24)
3,204
1,591
Capital enhancement plan costs settled through issue of convertible loan notes
343
-
Open offer warrant costs (note 24)
247
14
Other costs (legal fees, listing fees, registrars\u2019 fees)
230
-
Total
4,024
1,605
", "dimensions": { "concept": "supplymecapital:DisclosureOfShareIssueCost", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-484": { "value": "
26 Discontinued operations and TradeFlow Restructuring
During the second half of 2022, the Board of Directors of the Company began the process of the TradeFlow Restructuring,
and as such in the financial statements for the year ended 31 December 2022, it was considered that the TradeFlow
operations meet the criteria to be classified as held for sale at the balance sheet date in accordance with IFRS 5 (\u201cNon-current
Assets Held for Sale and Discontinued Operations\u201d). This is due to the fact that as at this date the details of the TradeFlow
Restructuring had all been agreed in principle between the parties and was expected to be completed post year-end. As a
result the TradeFlow operations were available for immediate sale in its present condition and it was highly probably that that
sale would be completed at 31 December 2022. With the classification as discontinued operations, the TradeFlow operations
have been excluded from the segmental reporting note (note 3).
Subsequently, on 30 June 2023 the Company announced that had entered into relevant binding commercial agreements
to complete the TradeFlow Restructuring. The rationale behind the completion of the TradeFlow Restructuring is to better
serve the needs of the Group\u2019s client companies and funders of both businesses, and to create value for the Company\u2019s
shareholders by eliminating any perception of conflicts of interest between the two businesses and provide both businesses
with greater commercial opportunities through the clear differentiation of responsibilities of the individual entities.
The TradeFlow Restructuring resulted in the Group reducing its ownership in TradeFlow from 100% to 19% by selling 81%
of the issued share capital in TradeFlow to Tom James and John Collis (the \u201cBuyers\u201d). The consideration for the Group\u2019s 81%
stake in TradeFlow was \u00a314,386,100 of which \u00a312,386,100 was netted off against potential future amounts owed by the
Group to the Buyers under the terms of an earn-out letter relating to the original acquisition of TradeFlow in July 2021.
This resulted in a remaining \u00a32,000,000 consideration to be receivable by the Group. On the 30 June 2023, the Group\u2019s major
shareholder, TAG, assumed the obligation of the Buyers to pay the Company the remaining \u00a32,000,000 by way of the Deed of
Novation. The \u00a32,000,000 was to be repaid by TAG to SYME in multiple tranches, with the final tranche being due for payment
by 31 January 2024. In consideration for assuming the \u00a32,000,000 obligation of the Buyers, TAG acquired 1,026,525,520
existing ordinary shares of nominal value \u00a30.00002 each in the capital of the Company from the Buyers.
The accounting for the TradeFlow Restructuring has been reflected in the consolidated financial statements for the year
ended 31 December 2023. During the period from 1 January 2023 and up until the date of completion of the TradeFlow
Restructuring, being 30 June 2023, the TradeFlow operations continued to meet the criteria to be classified as held for sale
in accordance with IFRS 5 (\u201cNon-current Assets Held for Sale and Discontinued Operations\u201d). The TradeFlow operations
contributed a loss of \u00a3185,000 (inclusive of the profit on disposal of 81% of TradeFlow referred to below) in the period from 1
January 2023 to 30 June 2023.
From 30 June 2023, the assets and liabilities of TradeFlow, including the intangible assets acquired on the acquisition of
TradeFlow in July 2021, are no longer consolidated by the Group, and instead the fair value of the new 19% investment of
\u00a3352,000 was recognised on the balance sheet, together with the outstanding consideration to be received from TAG as
at 30 June 2023. The difference between these items resulted in profit on disposal of 81% of TradeFlow recorded in the
consolidated financial statements for the year ended 31 December 2023 of \u00a3718,000.
The results of the TradeFlow (discontinued) operations for the period from 1 January 2023 to 30 June 2023 are presented
below:
6 months to
30 June 2023* 2022
\u00a3 000 \u00a3 000
Revenue
684
629
Administrative expenses
(1,037)
(1,705)
Other operating income
24
22
Amortisation of intangible assets
(442)
(846)
Acquisition related earn-out
-
710
Impairment
-
(765)
Foreign currency translation loss reclassified to comprehensive income
(62)
-
Profit on disposal of 81% of TradeFlow
718
-
Operating loss
(115)
(1,955)
Finance costs
(145)
(356)
Loss before tax
(260)
(2,311)
Deferred tax credit
75
144
Loss for the period
(185)
(2,167)
*\u2002Represents the results for the six-month period prior to the finalisation of the TradeFlow Restructuring on 30 June 2023.
The net cash flows from the TradeFlow operations were as follows:
6 months to
30 June 2023* 2022
\u00a3 000 \u00a3 000
Net cash flow from operating activities
(405)
(1,228)
Net cash flow from investing activities
-
(1)
Net cash flow from financing activities
405
1,517
Net cash outflow
-
288
*\u2002Represents the cash flows for the six-month period prior to the finalisation of the TradeFlow Restructuring on 30 June 2023.
The calculation of the profit on disposal of 81% of TradeFlow as at 30 June 2023 is shown below:
6 months to
30 June 2023
\u00a3 000
Accounting fair value of the 81% ownership of the TradeFlow operations disposed of by the Group
2,000
Accounting fair value of 19% ownership of the TradeFlow operations retained by the Group
352
2,352
Less:
Accounting fair value of net assets disposed of by the Group
(1,634)
Profit on disposal of 81% of TradeFlow
718
The value of the 19% ownership of the TradeFlow operations retained by the Company was calculated with reference to the
specifics set out in the TradeFlow Restructuring share purchase agreement dated 30 June 2023 (the \u201cTradeFlow SPA\u201d). These
specifics included:
a) The TradeFlow SPA set out the total legal consideration for the 81% of the TradeFlow business and required a cash
amount of \u00a32,000,000 to be payable to the Company by the Buyers as a result of the TradeFlow Restructuring;
b) Based on the amount agreed in a) above, the estimated accounting fair value of 100% of the TradeFlow operations is
assumed to be \u00a32,469,000; and
c) Based on the numbers set out in a) and b) above, the fair value of the 19% investment in TradeFlow retained by the
company as at 30 June 2023 is \u00a3469,000. Management then applied a discount of 25% to this fair value to take account of
the fact that the Group no longer controls TradeFlow operations. This discount applied is a management judgement that
will continue to be reassessed at each reporting date.
The major classes of assets and liabilities of the TradeFlow operations as at 31 December 2022 and 30 June 2023,
immediately prior to the finalisation of the TradeFlow Restructuring, are shown below:
As at 30 June 2023* As at 31 December 2022
\u00a3 000 \u00a3 000
Assets
Intangible assets
5,841
6,283
Tangible assets
2
4
Trade and other receivables
174
101
Contract assets
119
132
Cash and cash equivalents
305
324
Assets of disposal group held for sale
6,441
6,844
Liabilities
Trade and other payables
482
430
Long-term borrowings
3,440
3,171
Deferred tax liability
885
960
Liabilities of disposal group held for sale
4,807
4,561
Net assets
1,634
2,283
*\u2002Represents the assets and liabilities of the TradeFlow operations as at 30 June 2023 immediately prior to the finalisation of the TradeFlow Restructuring.
TradeFlow long-term borrowings
On 1 April 2022, TradeFlow settled the outstanding unsecured loan notes earlier than the original maturity date of 23 October
2023. This involved the settlement of the principal amount of USD$1,700,000, the additional redemption premium cost of
USD $300,000 and accrued interest of USD $100,000. These long-term borrowings were replaced by a second long-term
loan facility, with the same third party, for USD $3,800,000, which has a maturity date of 31 March 2026. The replacement
long-term borrowings bears a simple fixed interest rate of 7.9% per annum and has an additional redemption premium cost
of USD$200,000 which is payable at the time the principal is repaid. In accordance with IFRS 9 (\u201cFinancial Instruments\u201d) the
second long-term loan facility resulted in a substantial modification to the previous loan note facility.
Both the unsecured loan notes and the new loan facility include a redemption premium cost which is payable together with
the settlement of the principal amount of the facility. This redemption premium cost is recognised over the expected life of
the facility using the effective interest rate method. Due to the early settlement of the unsecured loan notes this resulted in
the unrecognised portion of the redemption premium cost being accelerated. This contributed an additional finance cost of
\u00a3122,000 during the year ended 31 December 2022.
On 22 May 2023, TradeFlow signed an additional loan agreement with the same third party as the loan agreement signed on
1 April 2022. This new loan agreement was for USD $500,000, which has a maturity date of 31 March 2026. The new long-
term borrowings bears a simple fixed interest rate of 7.9% per annum and has an additional redemption premium cost of
USD$50,000 which is payable at the time the principal is repaid. As with the existing long-term borrowings, the redemption
premium cost is recognised over the expected life of the facility using the effective interest rate method.
", "dimensions": { "concept": "ifrs-full:DisclosureOfNoncurrentAssetsHeldForSaleAndDiscontinuedOperationsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-513": { "value": "26 Discontinued operations and TradeFlow Restructuring During the second half of 2022, the Board of Directors of the Company began the process of the TradeFlow Restructuring, and as such in the financial statements for the year ended 31 December 2022, it was considered that the TradeFlow operations meet the criteria to be classified as held for sale at the balance sheet date in accordance with IFRS 5 (\u201cNon-current Assets Held for Sale and Discontinued Operations\u201d). This is due to the fact that as at this date the details of the TradeFlow Restructuring had all been agreed in principle between the parties and was expected to be completed post year-end. As a result the TradeFlow operations were available for immediate sale in its present condition and it was highly probably that that sale would be completed at 31 December 2022. With the classification as discontinued operations, the TradeFlow operations have been excluded from the segmental reporting note (note 3). Subsequently, on 30 June 2023 the Company announced that had entered into relevant binding commercial agreements to complete the TradeFlow Restructuring. The rationale behind the completion of the TradeFlow Restructuring is to better serve the needs of the Group\u2019s client companies and funders of both businesses, and to create value for the Company\u2019s shareholders by eliminating any perception of conflicts of interest between the two businesses and provide both businesses with greater commercial opportunities through the clear differentiation of responsibilities of the individual entities. The TradeFlow Restructuring resulted in the Group reducing its ownership in TradeFlow from 100% to 19% by selling 81% of the issued share capital in TradeFlow to Tom James and John Collis (the \u201cBuyers\u201d). The consideration for the Group\u2019s 81% stake in TradeFlow was \u00a314,386,100 of which \u00a312,386,100 was netted off against potential future amounts owed by the Group to the Buyers under the terms of an earn-out letter relating to the original acquisition of TradeFlow in July 2021. This resulted in a remaining \u00a32,000,000 consideration to be receivable by the Group. On the 30 June 2023, the Group\u2019s major shareholder, TAG, assumed the obligation of the Buyers to pay the Company the remaining \u00a32,000,000 by way of the Deed of Novation. The \u00a32,000,000 was to be repaid by TAG to SYME in multiple tranches, with the final tranche being due for payment by 31 January 2024. In consideration for assuming the \u00a32,000,000 obligation of the Buyers, TAG acquired 1,026,525,520 existing ordinary shares of nominal value \u00a30.00002 each in the capital of the Company from the Buyers. The accounting for the TradeFlow Restructuring has been reflected in the consolidated financial statements for the year ended 31 December 2023. During the period from 1 January 2023 and up until the date of completion of the TradeFlow Restructuring, being 30 June 2023, the TradeFlow operations continued to meet the criteria to be classified as held for sale in accordance with IFRS 5 (\u201cNon-current Assets Held for Sale and Discontinued Operations\u201d). The TradeFlow operations contributed a loss of \u00a3185,000 (inclusive of the profit on disposal of 81% of TradeFlow referred to below) in the period from 1 January 2023 to 30 June 2023. From 30 June 2023, the assets and liabilities of TradeFlow, including the intangible assets acquired on the acquisition of TradeFlow in July 2021, are no longer consolidated by the Group, and instead the fair value of the new 19% investment of \u00a3352,000 was recognised on the balance sheet, together with the outstanding consideration to be received from TAG as at 30 June 2023. The difference between these items resulted in profit on disposal of 81% of TradeFlow recorded in the consolidated financial statements for the year ended 31 December 2023 of \u00a3718,000. The results of the TradeFlow (discontinued) operations for the period from 1 January 2023 to 30 June 2023 are presented below:
6 months to
30 June 2023* 2022
\u00a3 000 \u00a3 000
Revenue
684
629
Administrative expenses
(1,037)
(1,705)
Other operating income
24
22
Amortisation of intangible assets
(442)
(846)
Acquisition related earn-out
-
710
Impairment
-
(765)
Foreign currency translation loss reclassified to comprehensive income
(62)
-
Profit on disposal of 81% of TradeFlow
718
-
Operating loss
(115)
(1,955)
Finance costs
(145)
(356)
Loss before tax
(260)
(2,311)
Deferred tax credit
75
144
Loss for the period
(185)
(2,167)
*\u2002Represents the results for the six-month period prior to the finalisation of the TradeFlow Restructuring on 30 June 2023. The net cash flows from the TradeFlow operations were as follows:
6 months to
30 June 2023* 2022
\u00a3 000 \u00a3 000
Net cash flow from operating activities
(405)
(1,228)
Net cash flow from investing activities
-
(1)
Net cash flow from financing activities
405
1,517
Net cash outflow
-
288
*\u2002Represents the cash flows for the six-month period prior to the finalisation of the TradeFlow Restructuring on 30 June 2023. The calculation of the profit on disposal of 81% of TradeFlow as at 30 June 2023 is shown below:
6 months to
30 June 2023
\u00a3 000
Accounting fair value of the 81% ownership of the TradeFlow operations disposed of by the Group
2,000
Accounting fair value of 19% ownership of the TradeFlow operations retained by the Group
352
2,352
Less:
Accounting fair value of net assets disposed of by the Group
(1,634)
Profit on disposal of 81% of TradeFlow
718
The value of the 19% ownership of the TradeFlow operations retained by the Company was calculated with reference to the specifics set out in the TradeFlow Restructuring share purchase agreement dated 30 June 2023 (the \u201cTradeFlow SPA\u201d). These specifics included: a) The TradeFlow SPA set out the total legal consideration for the 81% of the TradeFlow business and required a cash amount of \u00a32,000,000 to be payable to the Company by the Buyers as a result of the TradeFlow Restructuring; b) Based on the amount agreed in a) above, the estimated accounting fair value of 100% of the TradeFlow operations is assumed to be \u00a32,469,000; and c) Based on the numbers set out in a) and b) above, the fair value of the 19% investment in TradeFlow retained by the company as at 30 June 2023 is \u00a3469,000. Management then applied a discount of 25% to this fair value to take account of the fact that the Group no longer controls TradeFlow operations. This discount applied is a management judgement that will continue to be reassessed at each reporting date. The major classes of assets and liabilities of the TradeFlow operations as at 31 December 2022 and 30 June 2023, immediately prior to the finalisation of the TradeFlow Restructuring, are shown below:
As at 30 June 2023* As at 31 December 2022
\u00a3 000 \u00a3 000
Assets
Intangible assets
5,841
6,283
Tangible assets
2
4
Trade and other receivables
174
101
Contract assets
119
132
Cash and cash equivalents
305
324
Assets of disposal group held for sale
6,441
6,844
Liabilities
Trade and other payables
482
430
Long-term borrowings
3,440
3,171
Deferred tax liability
885
960
Liabilities of disposal group held for sale
4,807
4,561
Net assets
1,634
2,283
*\u2002Represents the assets and liabilities of the TradeFlow operations as at 30 June 2023 immediately prior to the finalisation of the TradeFlow Restructuring. TradeFlow long-term borrowings On 1 April 2022, TradeFlow settled the outstanding unsecured loan notes earlier than the original maturity date of 23 October 2023. This involved the settlement of the principal amount of USD$1,700,000, the additional redemption premium cost of USD $300,000 and accrued interest of USD $100,000. These long-term borrowings were replaced by a second long-term loan facility, with the same third party, for USD $3,800,000, which has a maturity date of 31 March 2026. The replacement long-term borrowings bears a simple fixed interest rate of 7.9% per annum and has an additional redemption premium cost of USD$200,000 which is payable at the time the principal is repaid. In accordance with IFRS 9 (\u201cFinancial Instruments\u201d) the second long-term loan facility resulted in a substantial modification to the previous loan note facility. Both the unsecured loan notes and the new loan facility include a redemption premium cost which is payable together with the settlement of the principal amount of the facility. This redemption premium cost is recognised over the expected life of the facility using the effective interest rate method. Due to the early settlement of the unsecured loan notes this resulted in the unrecognised portion of the redemption premium cost being accelerated. This contributed an additional finance cost of \u00a3122,000 during the year ended 31 December 2022. On 22 May 2023, TradeFlow signed an additional loan agreement with the same third party as the loan agreement signed on 1 April 2022. This new loan agreement was for USD $500,000, which has a maturity date of 31 March 2026. The new long- term borrowings bears a simple fixed interest rate of 7.9% per annum and has an additional redemption premium cost of USD$50,000 which is payable at the time the principal is repaid. As with the existing long-term borrowings, the redemption premium cost is recognised over the expected life of the facility using the effective interest rate method.", "dimensions": { "concept": "ifrs-full:DisclosureOfDiscontinuedOperationsExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-514": { "value": "
27 Investments
As set out in note 26, the fair value of the 19% investment in the equity instruments of TradeFlow was initially recorded having
regard to the accounting consideration received for the disposal of 81% of the Groups holding in TradeFlow as adjusted for
an appropriate discount for loss of control. At the 31 December 2023, a fair value adjustment of \u00a368,000 was recorded on the
basis of the movement in TradeFlow\u2019s net liabilities between 30 June 2023, the date of disposal, and the balance sheet date,
being 31 December 2023.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestsInOtherEntitiesExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-485": { "value": "27 Investments As set out in note 26, the fair value of the 19% investment in the equity instruments of TradeFlow was initially recorded having regard to the accounting consideration received for the disposal of 81% of the Groups holding in TradeFlow as adjusted for an appropriate discount for loss of control. At the 31 December 2023, a fair value adjustment of \u00a368,000 was recorded on the basis of the movement in TradeFlow\u2019s net liabilities between 30 June 2023, the date of disposal, and the balance sheet date, being 31 December 2023.", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentsOtherThanInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-486": { "value": "
29 Controlling party
At 31 December 2023 the Directors do not believe that a controlling party exists.
", "dimensions": { "concept": "supplymecapital:DisclosureOfControllingParty", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-487": { "value": "30 Subsequent events Shares issued post year relating to Open Offer Warrant Conversions > On 11 January 2024, the Company announced the exercise of 31,055 Open Offer Warrants by certain Qualifying Shareholders, and the issue of 31,055 Open Offer Warrant Shares. > On 19 February 2024, the Company announced the exercise of 14,772 Open Offer Warrants by certain Qualifying Shareholders, and the issue of 14,772 Open Offer Warrant Shares. TAG unsecured Working Capital loan agreement Subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had provided the remaining \u00a3550,000 in order to satisfy the full amount of \u00a3800,000 drawn down by the Company under the amended TAG Unsecured Working Capital facility. Additionally, on 26 March 2024, the Company and TAG signed a second deed of amendment agreement, which allowed the full outstanding amount of the amended TAG Unsecured Working Capital facility to be extinguished by the issue of 1,500,000,000 new ordinary shares which were issued to TAG on 28 March 2024. Top-Up Shareholder Loan Agreement Subsequent to 31 December 2023, and prior to the release of these financial statements, the Company issued further draw down notices to TAG for an aggregate amount of \u00a3779,000, bringing the total amount drawn down under the Top-Up Shareholder Loan Agreement to \u00a31.7 million. The total amount drawn remains unpaid as at the date of these financial statements. Deed of Novation Subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had repaid \u00a3655,000 of the \u00a3772,000 remaining outstanding at 31 December 2023, leaving an amount outstanding of \u00a3117,000. The associated late payment interest remained outstanding and continues to accrue at the release date of the financial statements.", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-8": { "value": "England", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:213800ZY2C2TI2C5WQ61", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } } } }