VLRM Valereum Plc

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of

UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR")

 

28/06/2024

 

 

 

 

Valereum Plc ("Valereum" or the "Company")

Results for the 12 months ended 31 December 2023

 

Valereum Plc (AQSE: VLRM), a company focused on unlocking capital and creating value in tokenised digital markets as both a marketplace operator and leading provider of technology solutions, today announces its results for the twelve months ended 31 December 2023.

 

Key highlights in 2023:

 

·     Significant reduction in losses to £0.3m from a loss of £4.3m in 2022. This follows gains from the Company's holding in Vinanz Ltd, a listed asset which was received during the year, together with a reduced level of impairments of previous investments.

·      Total assets increased to £2.4m (2022: £1.2m) due to the receipt of the Vinanz holding in 2023.

·      Net debt reduced to £0.2m (2022: £1.3m) following a £1.3m decrease in the convertible loans owed by the Company. This was achieved through a combination of conversions, repayments and negotiated reductions.

·      Expanded Board of Directors from 3 to 6, including 2 Non-Executive Directors. This now provides greater bandwidth and experience following the replacement of the previous management team to support business growth and development.

 

James Formolli, Chairman, added:

I am greatly encouraged by the advancements made in the last quarter of 2023 and I look forward to building on this progress and delivering value for all of Valereum's stakeholders in 2024 and beyond.

 The Company's audited financial results for the 12-month period to 31 December 2023 can be found at www.vlrm.com

For further information, please contact:

Enquiries:   

Valereum Plc   

James Formolli, Chairman    

Tel: +971 4584 6284   

Stanford Capital Partners           

Tel: 023 3650 3650

Bob Pountney

Patrick Claridge

 

 

AQSE Corporate Adviser   

First Sentinel Corporate Finance    

Brian Stockbridge    

Tel: +44 20 3855 5551  

 

Further updates to follow in due course.

 

The Directors of the Company accept responsibility for the contents of this announcement.

 

For more information, please visit www.vlrm.com

 

 

Chairman's Statement
Year ended 31 December 2023

 

Dear Shareholders,

I am delighted to report on a year which resulted in significant changes for Valereum Plc ("Valereum" or "the Company") and its subsidiary (together with the Company, "the Group") as at 31 December 2023.

The Group ended 2023 with an enhanced platform from which to establish a meaningful position in the substantial and rapidly growing asset tokenisation market. The expanded management team with extensive sector knowledge and the agreed acquisition in 2024 of the deep know-how, technologies and relationships held by the GSX Group, provided a solid base for future success. 

From this platform, Valereum has quickly developed a compelling vision and strategy built on strong core values of integrity, respect and reputation.  The Group is well placed to deliver its plans having made solid progress so far with a strengthening capital position having reached agreement for additional funding of £2.3m so far during 2024 and holding a listed investment valued at £3.5m based on the current listed price (as at 25 June 2024), whilst wholly removing all the convertible debt raised in 2022.

Acquisition of the GSX Group in 2024

The successful acquisition of the GSX Group in January 2024 positions Valereum as a key player in the asset tokenisation sector. Through the acquisition, Valereum has secured considerable intellectual property including technology, know-how, partnerships with sector leading technology providers, prospective long-term users of its solutions and a team which have decades of collective experience within tier-one institutions, specialising in stock exchanges, capital markets and associated technologies, becoming early adopters of the power of blockchain technology in the application of securities settlement.

The acquisition of the entire GSX Group, which supersedes the previous option held by the Group to acquire the GSX Group's stock exchange business, was agreed following the expiry of the deadline for the acquisition of the GSX stock exchange business which was enforced by the Gibraltar Financial Services Commission ("GFSC"). The deadline could no longer be met after delays in the Group's fundraising process, following the temporary suspension of Valereum Plc's shares trading on Aquis due to the deemed reverse takeover.

The rich pool of resources acquired enable Valereum to accelerate its vision to roll-out 'The Bridge' technology platform and Valereum's blockchain powered solutions.

Investment in Vinanz Ltd

During 2023, the Group received 27.3 million shares in Vinanz Ltd as consideration for the sale of its Bitcoin assets which were valued at £273k. These shares were subsequently listed on London's Aquis Stock Exchange and increased in value to £2.3m on 31 December 2023 and have reached a current valuation of £3.5m (as at 25 June 2024).

Financing and Markets

The Group's capital position is strengthening following its agreement to raise a further £2.3m through the issue of shares.

During 2023 arrangements were made to fully extinguish the Group's remaining outstanding convertible loans through a combination of repayment and write off such that they were fully extinguished in April 2024.

Further in 2023, the Group cancelled 5,000,000 share warrants from its General Share Option Scheme. The warrants outstanding, other than those issued during the year, have not been fully established by the Directors and continue to be assessed by them. In the meantime, from a conservative perspective, the Directors have reflected these warrants at the carrying value of £649,300.

The Group has applied for its shares to be publicly cross traded on the OTCQB Market based in the US, which upon approval, would make Valereum's shares more widely available to North American investors, aligning with the Group's aims to deliver shareholder value and increase the business footprint globally.

Board and Governance

During the final quarter of 2023, Valereum's Board of Directors was strengthened and established enhanced levels of Governance.

The Board expanded from 3 to 6, following the resignation of Richard Poulden as Executive Chairman in October 2023. The executive appointments of Nicholas Cowan as CEO, Karl Moss as CFO, and Peter Sekhon as Investor Relations Director, alongside myself as Executive Chairman were complemented by the appointment of Gary Cottle and Simon Brickles as Non-Executive Directors. All members of the Board have complemented each other well and have made significant contributions to Valereum's progress since joining the Group.

Immediately after formation, a governance review was performed resulting in the expansion of the Group's Governance protocols including the establishment of Audit, Nomination and Remuneration Committees consisting of a majority of Non-Executive directors. 

Rebranding

Valereum has also completed a transformation of the brand's public image, aligned with its enhanced vision and its updated core focused on integrity, respect and reputation.

Outlook and our focus for the year ahead

Valereum's highly capable and experienced management team and workforce is focused on grasping the considerable opportunities in the asset tokenisation market and is excited about ensuring that Valereum stands at the forefront of advancements in the financial landscape, leveraging its resources for sustained growth and future success.

We aim to promote our values of integrity, respect and reputation to make a real impact on the legacy challenges that face the capital markets, building a global blockchain infrastructure to transform finance, unlock capital and create value as more institutional players increasingly adopt innovative solutions and incorporate blockchain-powered applications into their operations.

Our principal aim is to deliver attractive and sustainable returns for the benefit of our shareholders and other stakeholders in the medium and long term.

I would particularly like to thank all stakeholders for their (immense) support and effort during recent months. We will continue to announce news in due course as our plans materialise.

 

James Formolli

Chairman

28 June 2024

 

 

Directors' Report
Year ended 31 December 2023

 

The Directors are delighted to present their report together with audited consolidated financial statements of Valereum Plc ("VLRM" or "the Company") and its subsidiary (together with the Company, "the Group") for the year ended 31 December 2023.

Principal activities

The main focus for VLRM is to unlock capital and create value in tokenised digital markets, as an exchange and market operator and a leading provider of technology solutions. It aims to capitalise on the regulatory shifts and rapidly expanding adoption of blockchain technology together with its deep knowledge, expertise and technology to deliver an enhanced experience to issuers and investors and other users across financial markets.  

Results

The Group's results for the year are shown in the Statement of Total Comprehensive Income on page 17.

The Directors do not recommend the payment of a dividend for the year ended 31 December 2023.

Business review

Please refer to the Chairman's Statement on page 5.

Principal risks and uncertainties

The principal risks and uncertainties facing the Group are those of the pace of adoption of its innovative technology solutions. Following the expansion of management and its workforce and the acquisition of the GSX Group in 2024 including its intellectual property across the sector, the Group possesses deep knowledge, experience and relationships in the sector including developing and operating exchanges and developing their underlying technology. 

Financial risk management policies

Note 15 sets out the Group's financial risk management policies for its exposure to various risks.

Post balance sheet events

Post balance sheet events are disclosed in note 21.

Directors

The Directors who served during the year and their remuneration and consultancy fees were as follows:

	Consultancy fees	Remuneration
	£	£
Richard O'Dell Poulden	166,667	-
Patrick L Young	344,000	-
Alan David Gravett	22,014	-
James Formolli	-	20,000
Peter Sekhon	-	15,000
Nicholas Cowan	-	10,000
Simon Brickles	-	-
Gary Cottle	-	-
Karl Moss	-	5,000
	532,681	50,000

 

Consultancy fees paid to Richard Poulden include fees paid to Black Swan FZE of which he is also the Chairman. The directors claimed expenses they had incurred on behalf of the Group of £15,346 (2022: £84,779).

The Directors have the following interests in the issued share capital of the Group:

		Number of
	ordinary shares
James Formolli	10,614,286
Nicholas Cowan		596,774
Peter Sekhon		787,184
Karl Moss		80,596

Corporate governance

The Directors have, so far as is practicable given the Group's size and the constitution of the board, complied with all corporate governance provisions. On 2 September 2018, the Group adopted a new Code of Governance based on the QCA Corporate Governance Code on a comply or explain basis, with the appropriate disclosures as required by Aquis Access Rulebook. This code is available on the Group's website and has been updated for the current year.

On 2 February 2024, the Directors enhanced the level of compliance with the QCA Corporate Governance Code including establishing and adopted terms of reference for an Audit Committee, a Nomination Committee and a Remuneration Committee.

The audit committee is comprised of James Formolli, Gary Cottle and Simon Brickles and is chaired by Simon Brickles. It is responsible for a wide range of matters including monitoring the integrity of the consolidated financial statements of the Group and any other formal announcement relating to its financial performance. It also has oversight of the relationship with the financial auditor.

The nominations committee is comprised of James Formolli, Gary Cottle and Simon Brickles and is chaired by James Formolli. Its key responsibilities are to assess the skills of Directors, and to ensure succession planning for all Group Boards and Committees and identifying and selecting candidates as required.

The remuneration committee is comprised of James Formolli, Gary Cottle and Simon Brickles and is chaired by Gary Cottle. It is responsible for assessing and reviewing the remuneration packages of the Directors. The remuneration policy of the Executive Directors is designed carefully to attract, retain and motivate Directors to execute effectively the strategic objectives of the Group to enhance shareholder returns.

Going Concern

Although the Group's total loss before tax narrowed significantly to £353,315 for the year ended 31 December 2023 (2022: £4,245,160), the Group continues to incur losses as it develops its technology and prepares for the launch of its technology solutions. At the end of the year, the accounts show that the Group held 27,325,171 shares in Vinanz Ltd, a listed equity investment of £2,322,639 (2022: £nil) based on its closing price of 8.5p per share on 31 December 2023 (which has subsequently increased to £3.5m based on 12.875p per share as at 25 June 2024), cash balances totaling £31,932 (2022: £92,528) and current liabilities of £2,085,099 (2022: £1,946,556). Administrative costs, excluding share-based payments expense and impairment loss during the year were £1,526,154 (2022: £1,839,680).

Since October 2023, the Group has undergone a significant transformation following the replacement of the entire management team with an expanded new team, the acquisition of GSX Group Limited in 2024, the full settlement of the convertible loans and the raising of £2,300,000 funding from its Chairman which have all been well received by the markets. It is noted that £300,000 has already been received and the £2,000,000 is due to be received in July 2024. The Directors also plan to maximise the realisation of the Company's investments whenever appropriate. In addition, the Group is in discussion with a number of potential investors and is confident that it will secure additional funding in 2024. This funding provides the Group with working capital to create the platform for future growth. Furthermore, the liabilities as at 31 December 2023 are expected to be reduced following the conclusion of ongoing negotiations with creditors which have been taking place during 2024. The going concern relies on the above matters.

 

The Directors believe that the Group can continue to manage its business risks as it continues to develop quickly and have a reasonable expectation that it can continue to have operational existence for the foreseeable future and in particular the next twelve months from the date of signing these consolidated financial statements. Accordingly, the Group continues to adopt the going concern basis in preparing the consolidated financial statements.

 

Events after the reporting year

Since 31 December 2023, the Group has raised £2,300,000 of funding through the following subscriptions for ordinary shares:

·      On 28 March 2024, the Group raised £300,000 from James Formolli through issuing 5,000,000 new ordinary shares of £0.001 each at a price of £0.06 per share and issued Warrants over new ordinary shares of £0.001 at par.

·      On 31 May 2024, the Group entered into an unconditional agreement to raise £2,000,000 from James Formolli through issuing 55,411,752 new ordinary shares of £0.001 each at a price of £0.036 per share.

 

The Group has settled £157,669 of the loans outstanding as at 31 December 2023 as follows:

On 28 March 2024, the Group repaid in full the loan of £40,000 outstanding to James Formolli.

On 4 April 2024, the Group repaid in full the loan of £117,669 outstanding to the convertible loan note holders.

On 30 January 2024, the Group acquired the entire share capital of the GSX Group Ltd for a consideration of 5,000,000 ordinary shares of £0.001 each in Valereum plc and the issue of Warrants over 10,000,000 ordinary shares of £0.001 each in Valereum plc at an exercise price of £0.01 per share.

On 3 January 2024, the Group's acquired 0.2% of share capital of its subsidiary Valereum Collections Limited for a consideration of 2,517,857 ordinary shares of £0.001 each and now owns 100% of Valereum Collections Ltd.

 

In 2024, agreements have been reached with certain creditors to settle the recorded liabilities as at 31 December 2023 for reduced amounts.

Statement regarding disclosure of information to the Auditors

Each Director of the Group has confirmed that, in fulfilling their duties as a director, they are aware of no relevant audit information of which the Auditors are not aware of and that they have taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Auditors are aware of that information.

This information is given and should be interpreted in accordance with the provisions of Gibraltar Companies Act 2014.

 

Auditors

The statutory auditors are RSM Audit (Gibraltar) Limited.

A resolution for the reappointment of RSM Audit (Gibraltar) Limited will be put to the members at the annual general meeting.

By order of the board

 

 

 

James Formolli

Director

 

28 June 2024

 

Statement of Directors' Responsibilities

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

Company law requires the Directors to prepare consolidated financial statements for each financial year, which give a true and fair view of the state of affairs and of the profit or loss of the Group for that year. In preparing those consolidated financial statements, the Directors are required to:

a.            select suitable accounting policies and then apply them consistently;

b.            make judgements and estimates that are reasonable and prudent;

c.             state whether applicable accounting standards have been followed, subject to any material departures; and

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

The Directors are responsible for keeping proper accounting records, which disclose, with reasonable accuracy at any time, the financial position of the Group and to enable them to ensure that the consolidated financial statements comply with the requirements of the Gibraltar Companies Act 2014. Specifically, pursuant to section 248 of the Companies Act, the Directors have elected to follow International Financial Reporting Standards as adopted by the United Kingdom. The Directors are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate consolidated financial statements included on the Group's website. Legislation in Gibraltar governing the preparation and dissemination of accounts may differ from legislation in other jurisdictions.

 

 

 

 

James Formolli

Director

 

28 June 2024

 

Independent auditor's report

To the shareholders of Valereum Plc

Report on the audit of the consolidated financial statements

 

Opinion

We have audited the consolidated financial statements of Valereum Plc (the "Company") and its subsidiary ("the Group"), which comprise the consolidated statement of financial position and company statement of financial position as at 31 December 2023, and the consolidated statement of total comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended 31 December 2023, and notes to the company and consolidated financial statements, including a summary of significant accounting policies.

 

In our opinion, the accompanying consolidated financial statements:

·      give a true and fair view of the state of the Group's affairs as at 31 December 2023 and of the Group's loss and cash flows for the year then ended;

·      have been properly prepared in accordance with International Financial Reporting Standards as adopted for use in the United Kingdom ("IFRS"); and

·      have been prepared in accordance with the Companies Act 2014.

 

Basis for opinion

 

We conducted our audit in accordance with International Standards on Auditing (ISAs).  Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.  We are independent of the Group in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Material uncertainty related to going concern

 

The consolidated financial statements have been prepared on the assumption that the Group will continue as a going concern. As discussed in note 2 to the consolidated financial statements, the Group has incurred a net loss for the year and has accumulated losses from prior years.

 

The going concern ability of the Group relies on a number of matters including the ability to raise further capital, realisation of its investments, and successfully develop its business. These circumstances and conditions raise doubts about the Group's ability to continue as a going concern.

 

Management's plans are described in note 2 together with the disclosures in the Directors' Report and Chairman's Statement.

 

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Our opinion is not modified in respect of this matter.

 

Key Audit Matters

 

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

 

Risk	Our response to the risk	Key observations communicated to the audit committee
Going concern assessment ·      As disclosed in Note 2, the consolidated financial statements have been prepared on a going concern basis. ·      As at 31 December 2023, the Group has net current liabilities of £1,971,943 (2022: net current liabilities of £1,631,326 as restated). In addition, the Group continues to incur losses. For the year ended 31 December 2023, the Group also has a total loss before tax of £353,315 (2022: £4,245,160). At the end of the year, the accounts show that the Group held cash balances totaling £31,932 (2022: £92,528). Administrative costs, excluding interest expense, share-based payments expense, and impairment loss during the year, were £1,526,154 (2022: £1,839,216). This would normally indicate that Group may not be able to cover the Group's expenses for the next twelve months from the date of the approval of the consolidated financial statements. ·      The going concern ability of the Group relies on a number of matters including the ability to raise further capital, realisation of its investments, and successfully develop its business. ·      There is a risk that a material uncertainty could exist related to events or conditions that, individually or collectively, may cast significant doubt on the Group's ability to continue as a going concern. ·      The Group closely monitors and manages its capital position and liquidity risk regularly throughout the year to ensure that it has sufficient funds to meet forecast cash requirements and satisfy the working capital requirements and acquisitions. Taking into account the ability of the Group to raise adequate funding, the Board of Directors is confident that the Group has access to sufficient funds to enable the Group to meet its liabilities as and when they fall due for at least the next twelve months.	Our procedures in relation to management's going concern assessment included: ·      We identified that the most significant assumptions in assessing the Group's ability to continue as a going concern were its ability to raise further capital, realisation of its investments, and successfully develop its business. The calculations supporting the assessment require management to make highly subjective judgements. The assessments are based on estimates of future events and are fundamental in determining the suitability of the basis adopted for the preparation of the consolidated financial statements. We have reviewed these assumptions and calculations; ·      We noted that the Group relies on the injection of funds by its Chairman. It is noted that £300,000 funding has already been received and £2,000,000 is due to be received in July 2024; ·      The Group's liquidity also depends on the realisation of its investments in shares; ·      The Group relies on additional capital from potential investors and is confident that it will secure additional funding in 2024; and, ·      The liabilities as at 31 December 2023 are expected to be reduced following the conclusion of ongoing negotiations with creditors which have been taking place during 2024.	We concluded that no further disclosures relating to the Group's ability to continue as a going concern need to be made in the financial statements. We nevertheless believe that there is material uncertainty and therefore, we included a material uncertainty related to going concern paragraph in our audit report.

 

Materiality

 

The concept of materiality is fundamental to the preparation of the Group's consolidated financial statements and the audit process.  Materiality is an expression of the relative significance or importance of a particular matter in the context of the financial statements as a whole.

For the purposes of an audit, misstatements, including omissions, are considered to be material if they, individually or in the aggregate, could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.  Materiality is considered at both the overall financial statement level ("financial statement materiality") and, if applicable, in relation to individual account balances, classes of transactions and disclosures ("element materiality") and is used as a threshold or benchmark against which errors or differences of opinion between management and ourselves can be evaluated.

The consolidated financial statement materiality calculated for the Group is £24,500 which was determined on the basis of 7% of the Group's net assets as at 31 December 2023.

 

Other information

 

The directors are responsible for the other information. The other information comprises the information included in the annual report, but does not include the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

 

Responsibilities of the directors for the consolidated financial statements

 

The directors are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with applicable law in Gibraltar and IFRS, and for such internal control as the directors determine is necessary to enable the presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

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

 

The directors are responsible for overseeing the Group's financial reporting process.

 

Auditor's responsibilities for the audit of the financial statements

 

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

·      Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

·      Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

·      Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

·      Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

·      Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

 

Report on other legal and regulatory requirements

 

Opinion on other matter prescribed by the Companies Act 2014

 

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

·      the information given in the Directors' Report for the financial year for which the consolidated financial statements are prepared is consistent with the financial statements; and

·      the Directors' Report has been prepared in accordance with the requirements of the Companies Act 2014.

·      In the light of the knowledge and understanding of the Group, and its environment obtained in the course of the audit, we have not identified any material misstatements in the Directors' Report.

 

Matters on which we are required to report by exception

 

We have nothing to report in respect of the matter where the Companies Act 2014 requires us to report to you if, in our opinion, we have not received all the information and explanations we require for our audit.

 

Use of our report

 

This report, including the opinion, has been prepared for and only for the Group's members as a body in accordance with Section 257 of the Companies Act 2014 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

 

 

 

SVM Cohen

Statutory auditor

 

For and on behalf of

RSM Audit (Gibraltar) Limited

 

21 Engineer Lane

Gibraltar

 

28 June 2024

 

Consolidated Statement of Total Comprehensive Income

for the year ended 31 December 2023

 

		Year ended		Year ended
	Notes	31 December 2023		31 December 2022
		£		£
Administrative expenses		(2,637,954)		(4,277,717)
Operating loss	4	(2,637,954)		(4,277,717)
Gain on revaluation of financial asset	11	2,049,388		-
Interest income		19,432		31,021
Interest expense		(581)		-
Foreign exchange gain		1,313		1,536
Other income		215,087		-
Loss before taxation		(353,315)		(4,245,160)
Tax on loss	6	-		-
Loss for the financial year		(353,315)		(4,245,160)
Other comprehensive income (loss)
Items that may not be reclassified subsequently to profit or loss:
Unrealised gain/(loss) on crypto assets		58,677		(23,677)
Other comprehensive income (loss) for the year		58,677		(23,677)
Total comprehensive loss for the year		(249,638)		(4,268,837)
Total comprehensive loss for the year attributable to:
Equity holders of the parent		(249,638)		(4,268,837)
Non-controlling interests		-		-
Total comprehensive loss for the year		(249,638)		(4,268,837)
Basic and diluted loss per share	7	(0.003)		(0.057)

 

 

There are no recognised gains or losses other than disclosed above and there have been no discontinued activities during the year.

 

 

 

 

 

 

The notes on pages 22 to 36 form part of these consolidated financial statements.

Consolidated Statement of Financial Position

as at 31 December 2023

 

	Notes	31 December 2023		Restated 31 December 2022
		£		£
Current assets
Loans and other receivables	8	81,224		222,792
Cash and cash equivalents		31,932		92,528
		113,156		315,320
Non-current assets
Property, plant and equipment	9	-		61,010
Intangible asset	10	-		62,280
Investments	11	2,322,639		750,000
		2,322,639		873,290
Total assets		2,435,795		1,188,610
Current liabilities	12	2,085,099		1,946,556
Equity
Share capital	13	4,148,640		4,131,220
Share premium	13	23,842,357		22,888,797
Revaluation reserve	10	-		62,280
Translation reserve		257,478		257,478
Share-based payments reserve	14	649,300		377,500
Accumulated losses		(28,617,579)		(28,475,221)
		280,196		(757,946)
Non-controlling interest	11	70,500		-
Total equity		350,696		(757,946)
Total equity and liabilities		2,435,795		1,188,610

The consolidated financial statements were approved by the board and authorised for issue on 28 June 2024 and signed on its behalf by:

                                                                        

James Formolli                                                   Karl Moss

Director                                                             Director

 

The notes on pages 22 to 36 form part of these consolidated financial statements.

Company Statement of Financial Position

as at 31 December 2023

 

	Notes	31 December 2023		Restated 31 December 2022
		£		£
Current assets
Loans and other receivables	8	81,224		222,792
Cash and cash equivalents		31,932		92,528
		113,156		315,320
Non-current assets
Property, plant and equipment	9	-		61,010
Intangible asset	10	-		62,280
Investments	11	2,322,639		750,000
		2,322,639		873,290
Total assets		2,435,795		1,188,610
Current liabilities	12	2,155,599		1,946,556
Equity
Share capital	13	4,148,640		4,131,220
Share premium	13	23,842,357		22,888,797
Revaluation reserve	10	-		62,280
Translation reserve		257,478		257,478
Share-based payments reserve	14	649,300		377,500
Accumulated losses		(28,617,579)		(28,475,221)
Total equity		280,196		(757,946)
Total equity and liabilities		2,435,795		1,188,610

The company financial statements were approved by the board and authorised for issue on 28 June 2024 and signed on its behalf by:

 

 

                                                                        

James Formolli                                                   Karl Moss

Director                                                             Director

 

The notes on pages 22 to 36 form part of these consolidated financial statements.