REG - Active Energy Group - Final Results for the year ended 31 December 2024
30/06/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250630:nRSd8606Oa&default-theme=true
RNS Number : 8606O Active Energy Group PLC 30 June 2025
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
30 June 2025
Active Energy Group plc
("Active Energy" or the "Company")
Audited results for the year ended 31 December 2024
Active Energy (AIM: AEG, OTCQB: ATGVF), the biomass-based renewable energy
company focused on the production and development of next generation biomass
products, today announces its audited results for the year ended 31 December
2024.
Operational Highlights
· In 2023, Player Design Inc. ("PDI"), the Company's production and
engineering partner, was awarded permits for full-scale construction and
equipment installation at the Ashland Reference Facility in Maine to enable
first production of CoalSwitch® fuel.
· Construction at the Ashland site commenced in mid-2023; however,
key milestones for construction and production were not achieved by year-end.
· PDI subsequently informed the Company of further delays and its
intention to terminate its commercial relationship with Active Energy.
· A legal settlement was reached in 2024, terminating all prior
contractual obligations, returning all relevant intellectual property to
Active Energy, and refunding financial contributions made by the Company. This
was announced via RNS on 5 March 2024.
· In March 2024, the Board initiated a strategic review and
concluded that insufficient resources were available to develop an alternative
reference facility. Strategic and asset sale options were actively pursued
throughout Q2 and Q3 2024.
· In April 2024, cost-cutting measures were implemented, including
the closure of US operations in May 2024, in response to concerns over ongoing
corporate costs and audit preparation timelines.
· In Q3 2024, discussions commenced with Zen Ventures, which
provided immediate funding to complete the 2023 Financial Statements. A
convertible loan facility and debenture were formalised on 31 October 2024.
· Following this, the non-executive directors resigned from the
Board.
· The audited FY 2023 accounts were published on 13 December 2024,
and trading resumed on 18 December 2024.
· Zen Ventures appointed two new directors, Paul Elliott and Pankaj
Rajani, to the Board on 27 January 2025.
· Throughout 2024, the Company maintained its intellectual property
portfolio for CoalSwitch® fuel across the US, Canada, and internationally,
and actively sought to monetise these and other strategic assets, including
its holding in Alpha Prospects plc.
Financial Highlights
· Operating Loss for the year of £1,854,088 (2023: £23,478,173).
· Cash at bank as at 31 December 2024 £4,273 (2023: £30,190).
· Basic and diluted loss per share from continuing operations of £1.15
cents (2023: loss per share of £14.50 cents).
Post-Year-End Activities
· In late 2024, the Company received funding of £262,500 from Zen
Ventures Limited, comprising:
· £200,000 in convertible loan notes.
· £62,500 in a secured loan.
· The convertible loan note instrument was approved by shareholders
at the AGM held on 27 February 2025.
· On 27 January 2025, Paul Elliott and Pankaj Rajani were appointed
as directors of the Company.
· On 27 February 2025, James Leahy resigned as Non-Executive
Chairman and Michael Rowan stepped down as Chief Executive Officer.
· On 28 March 2025, Michael Rowan resigned as a director of Active
Energy Group plc.
· On 27 February 2025, the Company's Ordinary Shares were
subdivided into one new Ordinary Share and nine new Deferred Shares for each
existing Ordinary Share. This subdivision did not affect the number of
Ordinary Shares in issue or the total nominal value of the Company's issued
share capital.
· In April 2025, the Company issued £200,000 of unsecured
convertible loan notes to Wager Holdings Limited under a new convertible loan
note instrument executed on 17 April 2025. The instrument created £500,000 of
new unsecured, interest-free convertible loan notes, redeemable on or before
31 December 2025 or convertible into new Ordinary Shares at the holder's
discretion.
Copies of the Annual Report and Accounts for the year ended 31 December 2024
will be posted to shareholders shortly and are available on the Company's
website https://aegplc.com/ (https://aegplc.com/) .
Enquiries:
Active Energy Group Plc Paul Elliot (CEO) info@aegplc.com
Pankaj Rajani (Non-Executive Chairman)
Zeus Antonio Bossi, Darshan Patel Tel: +44 (0) 203 829 5000
Nominated Adviser and Broker (Investment Banking)
Website LinkedIn 'X'
www.aegplc.com (http://www.aegplc.com/) www.linkedin.com/in/active-energy-group-plc/ (@aegplc) / X (https://x.com/aegplc)
(http://www.linkedin.com/in/active-energy-group-plc/)
STRATEGIC REPORT
COMPANY STRATEGY
The Company's strategy was to realise the maximum value of the CoalSwitch®
intellectual property. Active Energy was unable to produce CoalSwitch® fuel
and in light of this, the Board does not consider that the Company's existing
KPIs have any continuing relevance.
The Companies established KPIs for 2024 are summarised below and naturally,
given the circumstances, many of these KPIs were not achieved during 2024.
What are the Company's Key Performance Indicators?
· Seek a viable settlement agreement with Player Design Inc.
whom in January 2024 had confirmed it wished to terminate all commercial links
with Active Energy.
· Seek a new strategic partner to allow Active Energy to
continue to execute its business strategy toward the production of
CoalSwitch® fuel.
· Focus its efforts on trying to monetise its CoalSwitch®
intellectual property in all relevant territories.
· Control all corporate costs and cut all non-essential
spending.
· Seek an alternate strategic plan to avoid bankruptcy and
create a viable solution for the Company which allows the shareholders the
opportunity for some form of shareholder returns.
How have we performed in 2024?
· In March 2024, a settlement agreement was reached between
Active Energy and Player Design Inc. for the payment of a sum $1.65 million
and the protection of Active Energy's existing intellectual property
portfolio.
· During Q2, the Board held a series of discussions with
several parties about both strategic opportunities to invest in the Company or
the opportunity for the sale or license of the CoalSwitch® intellectual
property worldwide. However, none of these discussions resulted in a pathway
forward which would allow the Company to commence CoalSwitch® production.
· In May 2024, the Board decided to terminate its operations in
the United States and release the Company's US management team from their
employment. At the same time, appropriate corporate cost cutting was carried
throughout the organisation.
· In September 2024, after several discussions with various
prospective commercial partners, Active Energy Group accepted an offer from
Zen Ventures to provide a loan to the Company to enable the preparation and
completion of the FY2023 accounts which remained outstanding.
· Throughout 2024, the Company continued to maintain the
current CoalSwitch® IP portfolio. This included both patents issued in North
America, Malaysia and Europe and corresponding trademarks in each of these
territories and requisite applications in additional countries such as Japan.
Further key risks and uncertainties faced by the Company are disclosed below.
Board statement
Executive Summary
Active Energy Group plc ("Active Energy" or the "Company") spent the majority
of 2024 focused on attempting to continue the business model for the
development and production of CoalSwitch® fuel. In similar circumstances to
events in 2023, the Company continued to face significant challenges ranging
from handling the commercial production partnerships in Maine to the
continuing efforts to source additional working capital for such projects.
As events unfolded and, despite all the hard efforts made by each member of
Active Energy's management team, the Company had to sadly succumb to economic
realities and seek either a new strategic partner to allow Active Energy to
continue to execute its business strategy or seek an alternate strategic plan
to avoid bankruptcy and create a viable solution for the shareholders.
Operational Review for 2024
The beginning of 2024 presented a series of new challenges. Active Energy's
publicly stated strategy to produce next generation biomass fuels, known as
CoalSwitch®, had been based upon two key components to drive toward
production and future commercial success, and these were: -
1. Fuel Production Development at the Ashland Reference Facility in
Maine (the "Ashland Reference Facility"): Working with our production partner
Player Design, Inc. ("PDI") through 2022 and 2023, the Company's goal had been
to establish an operational production platform for CoalSwitch® fuel samples.
In 2023, PDI had completed certain construction milestones toward completion
of the Ashland Reference Facility, including the award of the requisite
construction permits to allow full scale construction and the first
installation of the core manufacturing components. However, these processes
were always behind project time schedules.
2. Accelerate the market opportunities for CoalSwitch® fuel: While PDI
focused on the production challenges, Active Energy had continued to drive
toward commercial leads and gather additional prospective customer interest.
In 2023, Active Energy had invested in a new management team with significant
expertise in the biomass industry and this had provided significant
credibility to Active Energy's franchise. Their knowledge and commitment
toward the future success of CoalSwitch® fuel was unique. The inability to
produce and deliver fuel samples during 2023 and 2024 proved extremely
frustrating for both potential customers and the management team alike.
Cessation of the Partnership by PDI
After the various project delays at the Ashland Reference Facility had been
communicated to the Board during the second half of 2023 and in early 2024,
the Board had become increasingly concerned about Player Design's commitment
toward any future working commercial partnership with Active Energy. This
extended to concerns on the willingness by Player Design to complete the
Ashland Reference Facility and the future production of any CoalSwitch®
fuels. In the meantime, Active Energy had continued to market CoalSwitch®
fuels to prospective customers and started to explore alternate production
opportunities.
In January 2024, the Company announced that Player Design had informed the
Company that it was no longer willing or able to commit to offer a future
production date for the CoalSwitch® fuels or confirm any future production
volumes from the Ashland Reference Facility. Player Design also stated that it
wished to terminate all its commercial links with Active Energy, although it
provided no substantive reasons for reaching its conclusion. The Board
attempted over several weeks to seek a commercial compromise, even proposing a
limited production run of CoalSwitch® fuels from the Ashland Reference
Facility to allow the Company to continue its own independent commercial
discussions with prospective customers.
PDI was not prepared to offer any kind of compromise and Active Energy was
forced to enter into legal settlement discussions. In March 2024, a settlement
agreement was agreed between the parties regarding the former business
activities between the parties and activities at the Ashland Reference
Facility (the "Settlement Agreement').
Under the terms of the Settlement Agreement, Player Design agreed to pay the
Company the sum of $1.65m to cover; (i) the return of cash proceeds formerly
committed by the Company toward the development of the Ashland Reference
Facility; (ii) transferring the ownership of certain production equipment
located at the Ashland Reference Facility from the Company to Player Design;
and, (iii) Player Design retaining ownership of its specific know how for its
production methods at the Ashland Reference Facility. These rights did not
infringe upon Active Energy's existing intellectual property portfolio. The
Board and shareholders remain highly disappointed by the actions of Tyler
Player and Player Design to not finish the Ashland Reference Plant.
Strategic Review
During March 2024, the Board commenced a strategic review to consider all
options regarding the future operations of the Company, the future
commercialisation of CoalSwitch® fuels and sourcing any alternate funding
options for both the Company and/or for a specific future production project.
At that time, the commercial backdrop for Active Energy and the industry was
not encouraging, notably with the continuing weakness in the capital markets
in London and more importantly, the public demise of Enviva Biomass Fuels Inc
into Chapter 11, an American insolvency proceeding, during the second quarter
of 2024. Sentiment for Active Energy and the biomass industry remained weak,
and all these factors compounded the challenges then faced by the Company.
In April 2024, the Board held a series of discussions with several parties
about both strategic opportunities to invest in the Company or the opportunity
for sale or license of the CoalSwitch® intellectual property worldwide. In
each instance there was commercial interest, however, the timing and speed of
these discussions became more critical given Active Energy's financial
circumstances. The Board remained vigilant of the need to preserve the
Company's finite capital resources then available.
Considering all this, in early May 2024, the Board decided to terminate its
operations in the United States and release the Company's US management team
from their employment. The operational team were released from their
contractual obligations to seek alternate employment opportunities. At the
same time, a series of immediate cost-cutting exercises were implemented in
the United Kingdom to minimise all day-to day running expenses for the PLC and
only allow for the maintenance of sufficient resources for potential ongoing
strategic discussions to continue. The Board remains extremely grateful for
each team member's dedication during 2023 and 2024 and their loyalty during
these difficult circumstances.
The Board continued its strategic conversations until mid-June 2024, at which
point it was evident to the Board that any acceptable offer for the assets
belonging to CoalSwitch® was unlikely to be achieved in the short term and
that there was unlikely to be an immediate offer the PLC of itself. On
20(th) June 2024, the Board resolved that in the event that any outstanding
negotiations failed, then it would be prudent to propose a members' voluntary
liquidation to the shareholders given the then limited cash resources
available to it.
Corporate Actions on June 30(th), 2024
Active Energy had been unable to publish its audited accounts for the
financial year ended December 31(st), 2023 ("2023 Accounts') and in accordance
with the AIM Rules and on July 1(st), 2024, the shares were suspended from
trading until such time as the accounts are published.
On 22(nd) July 2024, the Board convened a shareholder meeting to consider two
resolutions, namely (i) the cancellation of admission to trading on AIM of the
Company's shares and (ii) to undertake a members' voluntary liquidation in
order to affect a solvent winding up of the business. The meeting was held on
22(nd) July 2024; but neither resolution obtained the requisite shareholder's
approval.
Actions following the Shareholder's Meeting
Following the conclusion of the shareholder meeting, the Board accelerated its
efforts to seek an alternate strategic investment. Discussions took place with
several different prospective parties during Q3. All actions remained under
the continuing scrutiny of a proposed corporate liquidator who assisted the
Board throughout the entire discussion processes with prospective investors
and ensured that any offers were appropriately analysed and duly considered by
the Board.
Investment by Zen Ventures Limited ("Zen")
Discussions with Zen Ventures had commenced in the second quarter of 2024, but
the negotiations began in earnest in September 2024. Zen is a property
development company based in Manchester. To demonstrate their good faith in
negotiations, on 15(th) October 2024, Zen agreed to provide a loan of
£125,000 (which contained a non-refundable deposit) to Active Energy on the
understanding that these proceeds were to be used exclusively for the
preparation and completion of the 2023 Accounts. The Board agreed to this, and
all action was immediately put into effect to ensure the exercise to complete
of these accounts could be achieved within all regulatory timelines.
On October 31(st), 2024, these arrangements were concluded in a formal
convertible loan agreement made between Zen Ventures Limited and the Company,
confirming all the payment proceeds then made to date to the Company
(amounting to GBP 200,000) and ensuring that any additional monies required to
complete the preparation of the 2023 Accounts would be made available by Zen
during the fourth quarter of 2024. On that date, Max Aitken and Jason
Zimmerman resigned as Directors of Active Energy Group plc.
Events during Q4 2024
During the final quarter, all focus by the management team was upon completion
of the 2023 Accounts and the completion of the interim management accounts for
the period ending 30(th) June 2024. These were completed and published on
13(th) December 2024 and 18(th) December 2024 respectively, and accordingly
trading on the shares of the Company resumed on the AIM market on 18(th)
December 2024
CoalSwitch® Intellectual Property and Alpha Prospects PLC ("Alpha Prospects")
Throughout the entire year, Active Energy had continued to maintain the
current CoalSwitch® IP portfolio. This included both patents issued in North
America, Malaysia and Europe and corresponding trademarks in each of these
territories and requisite applications in additional countries such as Japan.
The Board believed that the continued maintenance of these assets could create
additional value for shareholders should any relevant purchaser be found for
them.
In addition, Active Energy continues to hold an equity interest in Alpha
Prospects PLC amounting to circa 3.8% of the share capital outstanding. Alpha
Prospects is an investment company that focuses on "green investments" and in
particular to support inventor, Malcolm Bendall in the development of the
Molten Sea Ark Atomic Reconstruction Technology - MSAART. This invention and
the associated development of Plasmoid Power has the potential to dramatically
reduce carbon emissions and assist the world in meeting CO2 emission reduction
targets. The Board remains wholly supportive of Alpha Prospects business case,
and it will consider its relevance in forthcoming strategic reviews.
Company Update on Strategic Review and Financing
Paul Elliott has been appointed CEO replacing Michael Rowan who resigned on
the 28(th) March 2025. Pankaj Rajani has been appointed Non-Executive Chairman
replacing James Leahy who resigned on 27(th) January 2025.
The Company remains committed to exploring opportunities that generate value
for its shareholders. This includes both the monetisation of existing assets
and the evaluation of new investment opportunities that align with our
strategic objectives.
As part of this process, the Company will continue to exercise strict
financial discipline, ensuring that costs are maintained at a minimal level to
preserve resources and maximise potential returns. During this period, the
Company's financing requirements will continue to be supported by Zen ventures
Ltd, providing the necessary stability to pursue these initiatives
effectively.
The Board will provide further updates as developments progress.
Going concern
The Directors have given careful consideration to the appropriateness of the
going concern basis in the preparation of the Annual Report and Financial
Statements for the year ended 31 December 2024. Further details of the
Company's current financial position and ability to continue as a going
concern are to be found in the Financial Review and in Note 1 of the Financial
Statements. The Directors are confident that the funding required for the
Company to continue as a going concern for the next twelve months will be
available and have therefore prepared the Financial Statements on a going
concern basis.
Paul Elliott Pankaj Rajani
Chief Executive Officer Non-Executive Chairman
Signed Signed
Date: 27 June 2025 Date: 27 June 2025
FINANCE REVIEW FOR THE YEAR ENDED 31 DECEMBER 2024
The Company Financial Statements for the year ended 31 December 2024 ("Current
Year") is compared to the year ended 31 December 2023 ("Prior Year").
Financing
The Company received cash of £262,500 from Zen Ventures Limited during the
year through the issue of £200,000 of secured convertible loan notes and a
secured repayable on demand loan of £62,500. The loan notes were approved by
the shareholders at the AGM held on the 27 February 2025. The Company had
net cash of £4,273 at the end of the year (2023: £30,192).
Subsequent events
The Company has been unable to secure a new commercial partner with whom to
commercialise its CoalSwitch® technology but continues to own the
intellectual property to produce a black pellet fuel. In April 2024 the Board
decided to scale back the operations of the Company and focus its efforts on
trying to monetise its CoalSwitch® Technology. On 27(th) January 2025, Paul
Elliott and Pankaj Rajani were appointed to the board of directors.
Fundraising activities through 2024
The Company received cash of £262,500 from Zen Ventures Limited during 2024.
Performance
The beginning of 2024 presented a series of new challenges. Active Energy's
publicly stated strategy to produce next generation biomass fuels had been
based upon two key components to drive toward productions and future
commercial success. (1) Production Development at the Ashland Reference
Facility in Maine and (2) Accelerate the market opportunities for CoalSwitch®
fuel. After the various project delays at the Ashland Reference Facility gad
been communicated to the Board during the second half of 2023 and in early
2024, the board became increasingly concerned about PDI's commitment toward
any future working commercial partnership with Active Energy. This extended to
concerns on the willingness by Player Design Inc. to complete the Ashland
Reference Facility and the future production of any CoalSwitch® fuels. In
January 2024 Player Design Inc had informed the Company that it was no longer
willing to commit to offer a future production date for the CoalSwitch®
fuels. Player Design Inc. also stated it that it wished to terminate all of
its commercial links with Active Energy and provided no substantive reason for
this. The Board attempted over several weeks to reach a commercial compromise
but as Player Design Inc. was not willing to offer any kind of compromise
Active Energy was forced to enter into costly legal settlement discussions. In
March 2024 a settlement agreement was reached and Player Design Inc. paid
Active Energy $1.65m which comprised the return of deposits on account made by
Active Energy toward the Ashland Reference Facility and transferring ownership
of certain production equipment located at the Ashland Reference Facility.
The Company continued its tight financial controls and treasury management
within its finance department during 2024 to ensure use of funds is kept in
line with enhancing shareholder's investment and this has continued to date.
Given the current situation the company finds itself in the company continues
to try to find ways of enhancing shareholders return on investment in the most
efficient and effective way it possibly can.
Continuing/discontinued operations
The overall loss for the year was £1,854,088 (2023: £23,478,173) with a
basic and diluted loss per share of £1.15 cents (2023: £14.50 cents).
Administrative costs decreased year on year due to cost cutting measures at
£1,475,052 (2023: £2,027,640).
Non-current assets
The CoalSwitch® Equipment and certain components of the plant and equipment
held at the Ashland Reference facility were sold during the year to PDI as
part of the PDI settlement agreement.
IP was held at an estimated sales proceeds value based on the IP assessment
report.
Current assets
Trade and other receivables of £29,156 (2023: £46,350) consist mainly of
£25,062 of VAT repayments due from HMRC at year end. This refund was repaid
post year end.
Current liabilities
Trade and other payables were £184,520 (2023: £382,911). The company
continued with stringent cost management reducing the trade payables due at
year end significantly. Trade payables were £18,378 in 2024 and £172,444 in
2023.
Loans and borrowing have increased to £258,093 from £10,137 primarily due to
the loan finance received from Zen Ventures Ltd during the year (including the
convertible loan notes issued).
Cashflow
Operating cash outflows were £1,555,873 (2023: £2,070,885). The reduced
outflow results from the reductions in working capital and cost management
measures.
Net cash flows from investing activities during the year amounted to
£262,500 which was received from Zen Ventures Ltd. (2023: £NIL)
Cash and cash equivalents of £4,273 were on hand at December 2024 year end
(2023: £30,192).
Going concern
In preparing the financial statements the Directors are required to make an
assessment of the Company's ability to continue as a going concern and whether
it is appropriate to prepare the financial statements on a going concern
basis.
The Company is now principally a holding company and its projected future cash
requirements comprise its ongoing compliance and management costs. The Company
has prepared cash flow forecasts to estimate these future cash requirements,
and the resources available to it, and these indicate that the Company should
have sufficient cash resources to continue in operation for at least one year
from the date of approval of these financial statements.
In April 2025 the Company received loan note finance of £200,000 from Wager
Holdings Limited under the terms of a new convertible loan note instrument
that also allows for a further £300,000 of loan notes to be issued, although
no commitment has been made to provide such further funding. To the extent
that they have not converted into new Ordinary Shares in the Company the loan
notes are redeemable in full on 31 December 2025, or such later date as is
agreed between the Company and the noteholders.
The Company has also received a commitment from Zen Ventures Limited and
parties connected to Zen Ventures Limited to provide such additional future
funding as the Company might require to enable it to settle its liabilities as
they fall due for at least one year from the date of approval of these
financial statements.
The Board, having reviewed the cash flow forecasts, expect the Company to be
able to settle its liabilities as they fall due for at least one year from the
date of approval of these financial statements. The financial statements have
therefore been prepared on a going concern basis.
However, there is no guarantee that further loan note funding will be
available or that it will be possible to agree an extension to the loan note
redemption date, if required, and it is possible that Zen Ventures and its
connected parties might not be able to provide sufficient financial support at
such time as the Company might require it. The Board consider that these
risks, taken together, represent a material uncertainty that may cast
significant doubt on the Company's ability to continue as a going concern.
The financial statements do not include any of the adjustments that would be
required if they were not prepared on a going concern basis.
Section 172 Statement
The Directors are well aware of their duty under Section 172 of the Companies
Act 2006 to act in the way which they consider, in good faith, would be most
likely to promote the success of the Company for the benefit of its members as
a whole and, in doing so, to have regard (amongst other matters) to:
· The likely consequences of any decision in the long term;
· The interests of the Company's employees;
· The need to foster the Company's business relationships with
suppliers, customers and others;
· The impact of the Company's operations on the community and
the environment;
· The desirability of the company maintaining a reputation for
high standards of business conduct; and
· The need to act fairly between members of the Company.
The Board recognises that the long-term success of the Company requires
positive interaction with its stakeholders, including shareholders, customers,
suppliers, governmental and regulatory authorities. The Directors seek to
actively identify and positively engage with key stakeholders in an open and
constructive manner. The Board believes that this strategy enables our
stakeholders to better understand the activities, needs and challenges of the
business and enables the Board to better understand and address relevant
stakeholder views which will assist the Board in its decision making and to
discharge its duties under Section 172 of the Companies Act 2006.
Further corporate governance matters related to this Section 172 Statement can
be found in this announcement.
STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
(restated)
2024 2023
Note GBP GBP
Revenue - -
Impairment charge (378,834) (20,395,835)
Administrative expenses (1,475,052) (2,027,640)
OPERATING LOSS 4 (1,853,886) (22,423,475)
Net finance costs 5 (10,954) 19,136
Foreign exchange gains/(loss) 10,752 (1,073,834)
LOSS BEFORE TAXATION (1,854,088) (23,478,173)
Taxation 6 - -
LOSS FOR THE YEAR (1,854,088) (23,478,173)
OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE LOSS FOR THE YEAR (1,854,088) (23,478,173)
Basic and diluted (loss) per share (pence) 7 (1.15) (14.50)
The notes form part of these financial statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
(restated) (restated)
2024 2023 2022
NON-CURRENT ASSETS Note GBP GBP GBP
Property, plant & equipment 8 - 120 842
Investment in subsidiaries 9 - - 4,754,446
Amounts due from subsidiaries - - 17,787,051
Other financial assets 10 683,248 683,248 683,248
683,248 683,368 23,225,587
CURRENT ASSETS
Trade and other receivables 11 29,156 46,350 108,821
Amounts due from subsidiaries 12 - 1,671,928 -
Cash and cash equivalents 13 4,273 30,190 2,111,681
33,429 1,748,468 2,220,502
TOTAL ASSETS 716,677 2,431,836 25,446,089
CURRENT LIABILITIES
Trade and other payables 14 184,520 382,911 291,345
Loans and borrowings 15 258,093 10,137 9,889
442,613 393,048 301,234
NON-CURRENT LIABILITIES
Loans and borrowings 15 - 14,814 24,954
- 14,814 24,954
TOTAL LIABILITIES 442,613 407,862 326,188
NET ASSETS 274,064 2,023,974 25,119,901
Share capital - Ordinary Shares 16 566,521 566,521 566,521
Share capital - Deferred Shares 16 12,746,608 12,746,608 12,746,608
Share premium 39,263,037 39,263,037 39,263,037
Merger reserve 1,502,500 1,502,500 1,502,500
Own shares held reserve (180,150) (180,150) (180,150)
Convertible debt/warrant reserve 12,798 461,857 461,857
Retained earnings (53,637,250) (52,336,399) (29,240,472)
TOTAL EQUITY 274,064 2,023,974 25,119,901
The financial statements were approved and authorised for issue by the
Directors on 27 June 2025 and were signed on their behalf by:
Paul
Elliott
Chief Executive Officer
Company Number
03148295
The notes form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share capital Share premium Merger reserve Own shares held reserve Convertible debt and warrant reserve Retained earnings
Total equity
GBP GBP GBP GBP GBP GBP GBP
At 31 December 2022 (restated) 13,313,129 39,263,037 1,502,500 (180,150) 461,857 (29,240,472) 25,119,901
Loss for the year (restated) - - - - - (23,478,173) (23,478,173)
Other comprehensive loss (restated) - - - - - - -
Total comprehensive loss (restated) - - - - - (23,478,173) (23,478,173)
Share based payments (restated) - - - - - 382,246 382,246
At 31 December 2023 (restated) 13,313,129 39,263,037 1,502,500 (180,150) 461,857 (52,336,399) 2,023,974
Loss for the year - - - - - (1,854,088) (1,854,088)
Other comprehensive income - - - - - - -
Total comprehensive income/(loss) - - - - - (1,854,088) (1,854,088)
Convertible debt issued - - - - 12,798 - 12,798
Expiry of warrants - - - - (461,857) 461,857 -
Share based payments - - - - - 91,380 91,380
At 31 December 2024 13,313,129 39,263,037 1,502,500 (180,150) 12,798 (53,637,250) 274,064
The purpose and nature of each of the above reserves is described in Note 19.
The notes on form part of these financial statements.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
(restated)
Note 2024 2023
GBP GBP
Cash (outflow) from operations 20 (1,555,873) (2,070,885)
Income tax received - -
Net cash (outflow) from operating activities (1,555,873) (2,070,885)
Cash flows from investing activities
Net repayment of amounts due from subsidiaries 1,293,094 -
Net cash inflow from investing activities 1,293,094 -
Cash flows from financing activities
Convertible loan notes issued 200,000 -
Secured repayable on demand loans received 62,500 -
Unsecured debt repaid (25,258) (10,647)
Net cash inflow/(outflow) from financing activities 237,242 (10,647)
Net (decrease) in cash and cash equivalents (25,537) (2,081,532)
Cash and cash equivalents at beginning of the year 30,190 2,111,681
Exchange gains/(losses) on cash and cash equivalents (380) 41
Cash and cash equivalents at end of the year 13 4,273 30,190
The notes on form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1. ACCOUNTING POLICIES
General information
Active Energy Group plc is a public limited company, limited by shares,
incorporated in England and Wales, and quoted on the AIM market of the London
Stock Exchange. Its registered office address is 27/28 Eastcastle Street,
London, W1W 8DH. The principal activity of the Company is described in the
Strategic Report. The Company's shares were temporarily suspended from trading
on the AIM market from 1 July to 18 December 2024.
Basis of preparation
The principal accounting policies adopted in the preparation of the financial
statements are set out below. The policies have been consistently applied to
all the years presented, unless otherwise stated.
The financial statements have been prepared and approved by the Directors in
accordance with International Financial Reporting Standards ("IFRS") as
adopted by the UK, and with those parts of the Companies Act 2006 applicable
to companies reporting under IFRS.
The Financial Statements have been prepared on the historical cost basis, as
modified by the revaluation of property, plant and equipment, available for
sale financial assets and certain financial assets and liabilities, including
derivative financial instruments, held at fair value through profit and loss.
The preparation of financial statements in compliance with IFRS requires the
use of accounting estimates. It also requires management to exercise judgement
in the most appropriate application of the Company's accounting policies. The
areas where significant judgements and estimates have been made in preparing
the financial statements and their effects are disclosed at the end of this
note.
The company had no subsidiaries at the balance sheet date and is therefore not
required to prepare consolidated financial statements. These financial
statements present the performance and position of the Company only, and not
that of its former subsidiaries.
Restatement of prior periods
The company has elected to change the currency in which it presents its
financial statements from US Dollars (USD) to Pounds Sterling (GBP) and has
therefore restated, in Pounds Sterling, the comparative amounts presented for
the year ended 31 December 2023 and the amounts presented in the opening
balance sheet at 31 December 2022. The Company has changed its presentation
currency to align with its functional currency, now that it is no longer
required to prepare consolidated financial statements, which the Company's
management consider will provide more relevant information.
The restatement affects all comparative amounts presented in the financial
statements and results in the elimination of the foreign exchange reserve
within equity that existed in the original prior period financial statements
(as a result of their presentation in US Dollars).
Assets and liabilities at 31 December 2023 and 31 December 2022 that were not
denominated in Pounds Sterling have been restated using the closing exchange
rates on these dates. Income, expenses and cash flows for the year ended 31
December 2023 that were not denominated in Pounds Sterling have been restated
using the average exchange rate for the year.
The foreign currencies accounting policy below provides further information.
Going concern
In preparing the financial statements the Directors are required to make an
assessment of the Company's ability to continue as a going concern and whether
it is appropriate to prepare the financial statements on a going concern
basis.
The Company is now principally a holding company and its projected future cash
requirements comprise its ongoing compliance and management costs. The Company
has prepared cash flow forecasts to estimate these future cash requirements,
and the resources available to it, and these indicate that the Company should
have sufficient cash resources to continue in operation for at least one year
from the date of approval of these financial statements.
In April 2025 the Company received loan note finance of £200,000 from Wager
Holdings Limited under the terms of a new convertible loan note instrument
that also allows for a further £300,000 of loan notes to be issued, although
no commitment has been made to provide such further funding. To the extent
that they have not converted into new Ordinary Shares in the Company the loan
notes are redeemable in full on 31 December 2025, or such later date as is
agreed between the Company and the noteholders.
The Company has also received a commitment from Zen Ventures Limited and
parties connected to Zen Ventures Limited to provide such additional future
funding as the Company might require to enable it to settle its liabilities as
they fall due for at least one year from the date of approval of these
financial statements. The Board, having reviewed the cash flow forecasts,
expect the Company to be able to settle its liabilities as they fall due for
at least one year from the date of approval of these financial statements. The
financial statements have therefore been prepared on a going concern basis.
However, there is no guarantee that further loan note funding will be
available or that it will be possible to agree an extension to the loan note
redemption date, if required, and it is possible that Zen Ventures and its
connected parties might not be able to provide sufficient financial support at
such time as the Company might require it. The Company remains reliant on the
timely arrangement of cash, including for immediate obligations around the
date of signing, and the availability of funding remains subject to external
support and agreement. The Board have assessed both the ability and intention
of Zen Ventures Limited and its connected parties to provide additional
funding if required and remain confident that such support will be made
available should suppliers demand immediate payment. The Board consider that
these risks, taken together, represent a material uncertainty that may cast
significant doubt on the Company's ability to continue as a going concern.
The financial statements do not include any of the adjustments that would be
required if they were not prepared on a going concern basis.
New and amended standards which are effective for these Financial Statements
A number of amended standards became mandatory and are effective for annual
periods beginning on or after 1 January 2024. These have not had a material
impact on the financial statements.
New and amended standards which are not yet effective for these Financial
Statements
There are a number of new and amended standards and interpretations that are
not mandatory for the year ended 31 December 2024 and have not been early
adopted in these financial statements.
These are summarised in the following table and will be adopted in the period
when they became mandatory unless otherwise indicated.
Ref Title Summary Application date (accounting periods commencing)
IFRS 7 Financial Instruments: Disclosures Amendments: classification and measurement of financial instruments 1 January 2026
IFRS 9 Financial Instruments Amendments: classification and measurement of financial instruments 1 January 2026
IFRS 18 Presentation and Disclosures Presentation and Disclosures in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures Reduced disclosure requirements for eligible subsidiaries 1 January 2027
The impact of the initial application of these amendments and new standards on
the Company's financial statements is not yet known.
Property, plant and equipment
Property, plant and equipment is stated at cost, or deemed cost, less
accumulated depreciation and any recognised impairment loss. Cost includes the
purchase price and all directly attributable costs. Depreciation is provided
once assets are available for use at the following annual rates in order to
write off each asset over its estimated useful life:
Office equipment - 2
to 5 years straight line
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period.
Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision maker has been identified as the management team including the
Executive Directors. The Company has only one operating segment.
Financial assets and liabilities
The Company classifies its financial assets at inception into three
measurement categories; 'amortised cost', 'fair value through other
comprehensive income' ("FVOCI") and 'fair value through profit and loss'
("FVTPL"). The Company classifies its financial liabilities, other than
financial guarantees and loan commitments, as measured at amortised cost.
Management determines the classification of its investments at initial
recognition. A financial asset or financial liability is measured initially at
fair value. At inception transaction costs that are directly attributable to
its acquisition or issue, for an item not at fair value through profit or
loss, are added to the fair value of the financial asset and deducted from the
fair value of the financial liability.
Amortised cost measurement
The amortised cost of a financial asset or financial liability is the amount
at which the financial asset or liability is measured at initial recognition,
minus principal payments, plus or minus the cumulative amortisation using the
effective interest method of any difference between the initial amount
recognised and maturity amount, minus any reduction for impairment.
Fair value measurement
Fair value is the amount for which an asset could be exchanged, or a liability
settled, between knowledgeable, willing parties in an arm's length transaction
on the measurement date. The fair value of assets and liabilities in active
markets are based on current bid and offer prices respectively. If the market
is not active the company establishes fair value by using appropriate
valuation techniques. These include the use of recent arm's length
transactions, reference to other instruments that are substantially the same
for which market observable prices exist, net present value and discounted
cash flow analysis.
Derecognition
Financial assets are derecognised when the rights to receive cash flows from
the financial assets have expired or where the company has transferred
substantially all of the risks and rewards of ownership. In a transaction in
which the company neither retains nor transfers substantially all the risks
and rewards of ownership of a financial asset and it retains control over the
asset, the company continues to recognise the asset to the extent of its
continuing involvement, determined by the extent to which it is exposed to
changes in the value of the transferred asset. There have not been any
instances where assets have only been partly derecognised. The company
derecognises a financial liability when its contractual obligations are
discharged, cancelled or expire.
Impairment
The Company assesses at each financial position date whether there is
objective evidence that a financial asset or group of financial assets is
impaired. If there is objective evidence (such as significant financial
difficulty of the obligor, breach of contract, or it becomes probable that
debtor will enter bankruptcy), the asset is tested for impairment. The amount
of the loss is measured as the difference between the asset's carrying amount
and the present value of the estimated future cash flows (excluding future
expected credit losses that have not been incurred) discounted at the
financial asset's original effective interest rate (that is, the effective
interest rate computed at initial recognition). The carrying amount of the
asset is reduced through use of an allowance account.
Convertible debt instruments
Convertible debt instruments that will be settled by way of a fixed amount of
cash (or another financial asset) or by the issuing of a fixed number of
shares in the Company are bifurcated and recognised initially as a liability
representing the fair value of the debt element and an equity component
representing the fair value of the conversion option. After initial
recognition the debt element is accounted for at amortised cost using the
effective interest method.
Taxation
Current taxes are based on the results shown in the Financial Statements and
are calculated according to local tax rules, using tax rates enacted or
substantively enacted by the year-end date.
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the statement of financial position differs from
its tax base, except for differences arising on:
· the initial recognition of goodwill;
· the initial recognition of an asset or liability in a transaction which
is not a business combination and at the time of the transaction affects
neither accounting or taxable profit; and
· investments in subsidiaries and jointly controlled entities where the
Company is able to control the timing of the reversal of the difference and it
is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available to utilise the difference.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the reporting date and are expected
to apply when the deferred tax liabilities/assets are settled/recovered.
Deferred tax assets and liabilities are offset when the Company has a legally
enforceable right to offset current tax assets and liabilities, and the
deferred tax assets and liabilities relate to taxes levied by the same tax
authority on the company.
Foreign currencies
Items included in the financial statements are measured using Pounds Sterling,
the currency of the primary economic environment in which the Company operates
(its "functional currency"). The financial statements are also presented in
Pounds Sterling (GBP).
The Company has changed its presentation currency which is further explained
earlier in this note under the heading restatement of prior periods.
Transactions entered into by the Company in a currency other than its
functional currency are recorded at the rates ruling when the transactions
occur. Foreign currency monetary assets and liabilities are translated at the
rates ruling at the reporting date. Exchange differences arising on the
retranslation of unsettled monetary assets and liabilities are recognised
immediately in profit or loss.
The US Dollar exchange rates used to prepare the financial statements were as
follows:
Closing rate at 31 December 2024
1.2540 USD/GBP
Closing rate at 31 December 2023
1.2734 USD/GBP
Closing rate at 31 December 2022
1.2056 USD/GBP
Average rate for the year ended 31 December 2024 1.2787
USD/GBP
Average rate for the year ended 31 December 2023 1.2438
USD/GBP
Share-based payments
Where employees receive remuneration in the form of shares or share options,
the fair value of the share-based employee compensation arrangement at the
date of the grant is recognised as an employee benefit expense in the income
statement. The total expense to be apportioned over the vesting period of the
benefit is determined by reference to the fair value (excluding the effect of
non-market-based vesting conditions) at the date of the grant.
The assumptions underlying the number of awards expected to vest are
subsequently adjusted for the effects of non-market-based vesting to reflect
the conditions prevailing at the year-end date. Fair value is measured using a
valuation tool (such as Monte Carlo or Black Scholes).
Where equity instruments are granted to persons other than employees, the
income statement is charged with the fair value of goods and services
received; except where that fair value cannot be estimated reliably, in which
case they are measured at the fair value of the equity instruments granted,
measured at the date the entity obtains the goods or the counterparty renders
the service.
Own shares held
Consideration paid/received for the purchase/sale of shares held in escrow or
in trust for the benefit of employees is recognised directly in equity. The
nominal value of such shares held is presented within the "own shares held"
reserve. Any excess of the consideration received on the sale of the shares
over the weighted average cost of the shares sold is credited to retained
earnings.
Neither the purchase nor sale of own shares leads to a gain or loss being
recognised in the Company income statement.
Investment in subsidiaries
Investments in subsidiaries are stated at cost less provision for impairment.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial information in conformity with UK-adopted
International Accounting Standards requires management to make estimates and
judgements that affect the reported amounts of assets and liabilities as well
as the disclosure of contingent assets and liabilities at the year-end date
and the reported amounts of revenues and expenses during the reporting period.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. Management's consideration
of going concern is discussed elsewhere in the accounting policies note. The
other significant judgements made by management in applying the Company's
accounting policies and the key sources of estimation uncertainty were as
follows:
Derecognition of subsidiary placed into a members' voluntary liquidation
The Company placed its subsidiary Advanced Biomass Solutions Limited into a
members' voluntary liquidation on 22 July 2024 and the Company has determined
that this constitutes a loss of control such that Advanced Biomass Solutions
Limited ceased to be a subsidiary of the Company, for financial reporting
purposes, on that date.
At 31 December 2024 the Company had no other subsidiaries and is not,
therefore, required to prepare consolidated financial statements for the year
ended 31 December 2024.
Share-based payments
In determining the fair value of LTIP awards and other equity settled
share-based payments, and the related charge to the income statement, the
Company makes assumptions about future events and market conditions. In
particular, judgements and estimates must be made as to the fair value of each
award granted and the extent to which options are expected to vest.
The fair value is determined using a valuation model which is dependent on
further estimates, including the Company's future dividend policy, the timing
with which options will be exercised and the future volatility in the price of
the Company' shares. Such assumptions are based on publicly available
information and reflect market expectations and advice taken from qualified
personnel. Different assumptions about these factors could materially affect
the reported value of share-based payments.
Valuation of unquoted equity investment
The other financial assets included in the Company statement of financial
position comprise an investment in an unquoted private company which itself
holds certain illiquid, difficult to value investments that have yet to
generate any return. The information available with which to estimate the fair
value of this investment is limited and includes primarily the company's
financial statements and the prices at which the company has raised recent
equity finance. Additionally, judgement is required to estimate the discount
that would be applied by a market participant to the value of the company's
investment on account of it being a minority, non-controlling interest. The
fair values implied by the limited information that is available are
inconsistent, and highly variable, and management have therefore concluded
that the most reliable estimate of the investment's value is its cost price.
The investment is therefore carried at its cost price being management's best
estimate of fair value.
2. SEGMENTAL INFORMATION
The Company has only one operating segment and therefore no segmental
information has been presented. The Company's non-current assets are located
in the UK. The Company has no revenue or major customers.
3. EMPLOYEE COSTS AND DIRECTORS
(restated)
2024 2023
GBP GBP
Wages and salaries 437,455 447,000
Social security costs 31,148 46,229
Pension costs 286 1,038
468,889 494,267
Share based payments - directors 89,963 256,983
Share based payments - others 1,417 125,263
91,380 382,246
560,269 876,513
The average monthly number of employees during the year was as follows:
2024 2023
Directors 4 4
Administration 1 1
5 5
Directors' and key management personnel remuneration
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of the Company. These
are considered to be the directors of the Company.
(restated)
2024 2023
GBP GBP
Directors' emoluments 226,545 365,000
Termination benefits 187,500 -
Share based payments 89,963 256,983
504,008 621,983
The total remuneration of the highest paid Director for the year, excluding
non-cash share-based payments, were £365,795 which included redundancy
settlement (2023: £225,000).
3. OPERATING LOSS
(restated)
2024 2023
GBP GBP
The operating loss is stated after charging:
Depreciation 120 722
Auditor's remuneration - audit services 68,000 80,000
Auditor's remuneration - taxation services 2,000 2,000
Auditor's remuneration - other services 4,100 4,100
Share based payments 91,380 382,246
Impairment of intangible assets - 4,754,446
Impairment of amounts due from subsidiaries 378,834 15,641,389
4. NET FINANCE COSTS
(restated)
2024 2023
GBP GBP
Finance costs
Interest payable and other finance charges (10,954) (758)
Interest receivable - 19,894
(10,954) 19,136
5. TAXATION
(restated)
2024 2023
GBP GBP
Current tax - -
Deferred tax - -
Total income tax expense - -
Total income tax (credit) - -
Factors affecting the tax charge
The tax on the Company assessed for the year is higher than the standard rate
of corporation tax in the UK. The difference is explained below:
(restated)
2024 2023
GBP GBP
Loss before taxation (1,854,088) (23,478,173)
Standard rate of corporation tax 25.00% 23.50%
Loss before tax multiplied by standard rate of corporation tax (463,522) (5,517,371)
Effects of:
Non-deductible expenses 122,857 4,883,049
Losses not recognised as deferred tax asset 340,665 634,322
Tax expense - -
The Company's tax loss position can be summarised as follows:
(restated)
2024 2023
GBP GBP
Tax losses brought forward at 1 January 16,749,490 14,050,248
Taxable loss for the year 1,362,659 2,699,242
Tax losses carried forward at 31 December 18,112,149 16,749,490
A deferred tax asset has not been recognised in respect of the Company's tax
losses due to uncertainties around the Company's ability to utilise the
losses.
6. LOSS PER SHARE
(restated)
2024 2023
GBP GBP
Loss for the year:
Continuing operations (1,854,088) (23,478,173)
Total operations (1,854,088) (23,478,173)
Weighted number of Ordinary Shares in issue 161,863,136 161,863,136
Basic and diluted loss per share (pence): (1.15) (14.50)
The Company's share options and convertible loan notes are anti-dilutive in
relation to the loss per share for the years ended 31 December 2024 and 31
December 2023 because their inclusion would decrease the loss per share in
each case.
On 27 February 2025, subsequent to the end of the reporting period, the
Company's Ordinary Shares were subdivided however this subdivision did not
alter the number of Ordinary Shares in issue.
7. PROPERTY, PLANT AND EQUIPMENT
Office equipment (restated)
2024 2023
GBP GBP
Cost
At 1 January 9,757 9,757
At 31 December 9,757 9,757
Accumulated depreciation
At 1 January 9,637 8,915
Charge for the year 120 722
At 31 December 9,757 9,637
Net book value - 120
8. INVESTMENT IN SUBSIDIARIES
(restated)
2024 2023
GBP GBP
Cost
At 1 January 4,754,446 8,559,625
Disposals - (3,805,179)
At 31 December 4,754,446 4,754,446
Impairment provision
At 1 January 4,754,446 3,805,179
Charge for the year - 4,754,446
On disposals - (3,805,179)
At 31 December 4,754,446 4,754,446
- -
Net book value
At the balance sheet date the Company held share capital in each of the
following companies:
Subsidiary undertaking Country of incorporation Nature of business Percentage Holding Dissolution
Date
2024 2023
Advanced Biomass Solutions Limited United Kingdom Biomass for energy development 100* 100 -
Lumberton Energy Holdings LLC United States Property Holding Company - 100 19 April 2024
Active Energy Renewable Power LLC United States Biomass for energy development - 100 22 April 2024
* Advanced Biomass Solutions Limited was placed into a members' voluntary
liquidation on 22 July 2024 and consequently has not been controlled by the
Company since this date.
The following companies, which were all wholly owned by the Company, were
dissolved during 2023:
CSW2Maine LLC (United States)
AEG Trading Limited (United Kingdom)
Timberlands International (United Kingdom)
9. OTHER FINANCIAL ASSETS
(restated)
2024 2023
GBP GBP
Fair value at beginning of the year 683,248 683,248
Fair value at end of the year 683,248 683,248
Other financial assets consist of an unquoted equity instrument which is
valued at fair value through other comprehensive income and classified as a
non-current asset. The instrument is denominated in Pounds Sterling.
This asset is valued according to Level 3 inputs as defined by IFRS 13 and is
therefore subject to management's judgement of unobservable inputs. The asset
is currently held at its historic cost which represents management's best
estimate of its fair value.
10. TRADE AND OTHER RECEIVABLES
The carrying value of trade and other receivables, after deduction of
appropriate allowances for irrecoverable amounts, approximates to their fair
value. These assets are not interest bearing and are received over a short
period of time with an insignificant risk of changes in fair value.
(restated)
2024 2023
GBP GBP
Prepayments 4,094 29,873
Other receivables 25,062 16,477
Total 29,156 46,350
Trade and other receivables that have not been received within the payment
terms are classified as overdue. There were no trade and other receivables
overdue at 31 December 2024 or 31 December 2023 and accordingly there were no
impairment provisions at either date. An analysis of the Company's trade and
other receivables by currency is provided in note 21.
11. AMOUNTS DUE FROM SUBSIDIARIES
(restated)
2024 2023
GBP GBP
Amortised cost 12,730,200 17,374,515
Provision for impairment (12,730,200) (15,702,587)
- 1,671,928
The company recognised net impairment losses of £378,834 (2023: £15,641,389)
during the year in respect of amounts due from subsidiaries. A fully impaired
balance of £3,567,437 was written off during the year, with a corresponding
amount released from the provision for impairment.
13. CASH AND CASH EQUIVALENTS
(restated)
2024 2023
GBP GBP
Cash at bank 4,273 30,190
Cash and cash equivalents are defined as cash at bank, demand deposits and
other short-term highly liquid investments that are readily convertible to a
known amount of cash and are subject to an insignificant risk of changes in
value.
14. TRADE AND OTHER PAYABLES
(restated)
2024 2023
GBP GBP
Trade payables 18,378 172,444
Accruals and deferred income 165,930 184,000
Social security and other taxes - 11,709
Other payables 212 14,758
184,520 382,911
The carrying value of trade and other payables approximates to their fair
value. Payments occur over a short period and the risk of changes in value is
insignificant. The full balance of the trade and other payables becomes due
and payable within three months of the reporting date. These are classified as
financial liabilities on the balance sheet and are measured at amortised cost.
The amounts shown are undiscounted and represent the contractual cash flows.
An analysis of the Company's trade and other payables classified as financial
liabilities by currency is provided in note 21.
15. LOANS AND BORROWINGS
The book value and fair value of loans and borrowings are as follows:
(restated) (restated)
Book value Fair value Book value Fair value
2024 2024 2023 2023
GBP GBP GBP GBP
Non-Current
Other loans - - 14,814 14,814
Current
Convertible loan notes 195,593 195,593 - -
Other loans 62,500 62,500 10,137 10,137
258,093 258,093 10,137 10,137
Total loans and borrowings 258,093 258,093 24,951 24,951
Convertible loan notes
Convertible loan notes with a nominal value of £200,000 were issued on 31
October 2024 and have been accounted for as a loan creditor, representing the
fair value of the debt component, and a separate conversion option which has
been recognised as a component of equity. The loan notes themselves are
non-interest bearing but interest is being accounted for on the fair value of
the debt component using the effective interest method. The loan notes are
convertible to ordinary shares in the Company at the option of the holder, at
any time, at a conversion price of £0.0004 per ordinary share, and are
secured by way of a debenture containing fixed and floating charges.
Other loans
Other loans at 31 December 2024 comprise an interest free, repayable on demand
loan secured by way of a debenture containing fixed and floating charges.
Other loans at 31 December 2023 comprise a bank loan to the Company guaranteed
by the UK government. The loan was repayable over 5 years with interest at a
fixed rate of 2.5% p.a. This loan was repaid in full during 2024.
16. CALLED UP SHARE CAPITAL
(restated)
2024 2024 2023 2023
Number GBP Number GBP
Ordinary shares
At 1 January 161,863,136 566,521 161,863,136 566,521
161,863,136 566,521 161,863,136 566,521
31 December
Deferred shares of £0.0099 each
At 1 January 1,287,536,163 12,746,608 1,287,536,163 12,746,608
At 31 December 1,287,536,163 12,746,608 1,287,536,163 12,746,608
Total share capital 13,313,129 13,313,129
All shares have been allotted, called up and fully paid.
The Deferred Shares have not been admitted to trading on the Alternative
Investment Market, carry no voting rights and are purchasable for an aggregate
sum of £1.
The Ordinary Shares were temporarily suspended from trading on AIM from 1
July to 18 December 2024 pursuant to AIM Rule 19.
17. CONTINGENT LIABILITIES
One of the Company's former subsidiaries has received legal claims from former
subcontractors in the USA in respect of alleged unpaid remuneration and the
claimants have indicated that they may attempt to bring a claim against the
Company in its capacity as parent undertaking at the time. Both the Company
and its former subsidiary dispute these claims and are advised that they are
unlikely to be successful, in particular in relation to any claim brought
against the Company. The Board therefore does not consider it likely that any
payment by the Company will be required to settle the claims.
The Board's best estimate of the cost to the Company, were these claims to be
successful, is £287,602 (2023 (restated): £283,221) No provision has been
made for this sum in these financial statements.
18. SHARE OPTIONS AND WARRANTS
From time to time the Company has entered into share option and warrant
arrangements under which the holders are entitled to subscribe for a
percentage of the Company's Ordinary Share capital. Options under the LTIP and
JSOP are detailed below. All other options and warrants vest immediately. The
number of warrants and share options exercisable at 31 December 2024 was
4,951,612 (2023: 2,699,336). During the year 1,342,194 (2023: 598,571) options
and warrants expired.
The movements of warrants and share options during the year was as follows:
2024 2024 2023 2023
Weighted Weighted
Average Number of Average Number of
Exercise Warrants Exercise Warrants
Price and Share Price and Share
(British pence) Options (British pence) Options
At 1 January 50.53 13,453,732 112.68 5,768,463
Expired 41.44 (1,342,194) 86.21 (598,571)
Granted - - 9.83 8,283,840
At 31 December 51.54 12,111,538 50.53 13,453,732
At 31 December 2024, the weighted average remaining contractual life of
warrants and share options exercisable was 7.37 years (2023: 7.42 years).
There were no share options issued under the LTIP during 2024 (2023: 8,283,840
issued). No warrants were issued in 2024 or 2023.
A charge of £91,380 (2023 (restated): £382,246) has been recognised in the
Statement of Comprehensive Income in respect of equity settled share based
payments.
Options and warrants outstanding at 31 December 2024 and 2023 were exercisable
as follows:
Exercise price (British pence) 2024 2023
Number Number
8.30p 3,594,470 3,594,470
10.00p 2,344,685 2,344,685
12.00p 2,344,685 2,344,685
17.50p - 428,571
45.15p - 609,081
67.73p - 304,540
70.44p 1,235,278 1,235,278
123.27p 1,235,278 1,235,278
157.50p 585,714 585,714
175.00p 57,143 57,143
210.00p 128,571 128,571
297.50p 585,714 585,714
At 31 December 12,111,538 13,453,730
LTIP awards
In February 2021, the Company implemented its Long Term Incentive Plan
("LTIP") to incentivise the Company's Executive Directors, certain other
Directors, and members of the Senior Management team.
Awards under the LTIP take the form of premium priced options over the
Company's Ordinary Shares which are exercisable on various dates up to the
third anniversary of the date of grant (subject to several market standard
specific exceptions). LTIP options have an expiry date of ten years from the
award date.
The Company measures the fair value of LTIP awards using the Black Scholes
valuation model. The share-based payment expense is recorded over the vesting
period of the option if the option is expected to vest. Share based payment
expenses are recognised in the income statement in accordance with the
provisions of IFRS2.
At the inception of the plan, options over 2,470,556 shares were granted to
directors and other participants. Further options were granted in July 2023
over 8,283,840 shares. There were no options granted during 2024.
JSOP awards
Under the Joint Share Ownership Plan ("JSOP"), shares in the Company were
jointly purchased at fair market value by the sole participating employee and
the trustees of the JSOP Trust, with such shares held in the JSOP Trust. For
accounting purposes, the awards are valued as employee share options. There is
only one participant in the JSOP and the Company no longer utilises the JSOP
to incentivise employees.
The company awarded JSOP shares in 2013 and has made no further awards since.
The JSOP share based payment charge was expensed during the vesting period and
there was no associated share based payment charge in 2024 or 2023. At 31
December 2024 and 31 December 2023 there were 400,000 fully vested shares held
in the JSOP Trust. No JSOP shares were sold during either year.
The JSOP trust holds the shares of the JSOP until such time as the JSOP shares
are vested and the participating employee exercises their rights under the
JSOP. The JSOP trust is granted an interest bearing loan by the Company in
order to fund the purchase of its interest in the JSOP shares. The Company
funded portion of the share purchase price is deemed to be held in treasury
until such time as the shares are transferred to the employee and is recorded
as a reduction in equity in the Company financial statements.
19. RESERVES
The following describes the nature and purpose of each reserve within equity:
Reserve Description and purpose
Share premium Amounts subscribed for share capital in excess of nominal value.
Merger reserve Difference between fair value and nominal value of shares issued to acquire
interests of more than 90% in subsidiaries.
Own shares held reserve Cost of own shares held by the employee benefit trust, the JSOP trust or the
company as shares held in escrow.
Convertible debt/warrant reserve Equity component of the convertible loan and warrants issued that do not form
part of a share based payment.
Retained earnings Cumulative net gains and losses recognised in the statement of comprehensive
income.
20. NOTE SUPPORTING THE STATEMENT OF CASH FLOWS
Reconciliation of loss before taxation to cash outflows from operating
activities:
(restated)
2024 2023
GBP GBP
Loss for the year (1,854,088) (23,478,173)
Adjustments for:
Share based payment expense 91,380 382,246
Depreciation 120 722
Impairment of investments - 4,754,434
Impairment of intercompany loans 378,834 16,114,959
Foreign currency translations 380 (41)
Finance expenses 8,698 757
(1,374,676) (2,225,096)
Decrease in trade and other receivables 17,194 62,452
(Decrease)/increase in trade and other payables (198,391) 91,759
Net cash (outflow) from operating activities (1,555,873) (2,070,885)
Cash to net debt reconciliation:
(restated)
2024 2023
GBP GBP
Cash and cash equivalents 4,273 30,190
Borrowings (258,093) (24,951)
Net Cash/(debt) (253,820) 5,239
Cash and liquid investments 4,273 30,190
Convertible loan notes (195,593) -
Secured repayable on demand loans (62,500) -
Fixed rate loans - (24,951)
Net Cash/(debt) (253,820) 5,239
21. FINANCIAL INSTRUMENTS
The Company's treasury policy is to avoid transactions of a speculative
nature. In the course of its operations the Company is exposed to a number of
financial risks that can be categorised as market, credit, and liquidity
risks. The board reviews these risks and their impact on the activities of the
Company on an ongoing basis. The principal financial instruments used by the
Company, from which financial instrument risk arises, are:
· Trade and other receivables
· Cash and cash equivalents
· Trade and other payables
· Equity investments
· Loans and borrowings (including convertible debt instruments)
A summary of the financial instruments held is provided below.
Financial assets (restated)
2024 2023
GBP GBP
At amortised cost:
Cash and cash equivalents 4,273 30,190
Amounts due from subsidiaries - 1,671,928
4,273 1,702,118
At fair value:
Financial investments 683,248 683,248
Total financial assets 687,521 2,385,366
Financial liabilities (restated)
2024 2023
GBP GBP
At amortised cost:
Trade payables 18,378 172,444
Other current liabilities 166,142 210,467
Loans and Borrowings 258,093 24,951
Total financial liabilities 442,613 407,862
Fair value measurement
The fair value measurement of the Company's financial and non-financial assets
and liabilities utilises market observable inputs and data as far as possible.
Inputs used in determining fair value measurements are categorised into
different levels based on how observable the inputs used in the valuation
technique utilised are (the 'fair value hierarchy'):
Level 1: Quoted prices in active markets for identical items (unadjusted)
Level 2: Observable direct or indirect inputs other than Level 1 inputs
Level 3: Unobservable inputs (i.e. not derived from market data).
The classification of an item into the above levels is based on the lowest
level of the inputs used that has a significant effect on the fair value
measurement of the item. Transfers of items between levels are recognised in
the period they occur.
Market Risk
Currency risk
The Company's financial risk management objective is broadly to seek to make
neither profit nor loss from exposure to currency or interest rate risks. The
Company is exposed to transactional foreign exchange risk and takes profits
and losses as they arise as, in the opinion of the directors, the cost of
hedging against fluctuations would be greater than the potential benefits.
The Company's cash and cash equivalents are denominated in the following
currencies:
(restated)
2024 2023
GBP GBP
US Dollars 588 24,538
UK Pounds Sterling 3,685 5,656
4,273 30,194
The Company's trade and other receivables are denominated in the following
currencies:
(restated)
2024 2023
GBP GBP
UK Pounds Sterling 29,156 46,350
29,156 46,350
The Company's trade and other payables are denominated in the following
currencies:
(restated)
2024 2023
GBP GBP
UK Pounds Sterling 184,520 382,911
184,520 382,911
The effect of a 5 per cent strengthening of the US Dollar at the reporting
date on the foreign currency denominated net financial instruments carried at
that date would, all other variables held constant, have been insignificant.
Interest rate risk
The Company finances its operations through a mixture of equity and loans. The
debt at 31 December 2023 consisted of government issued or guaranteed debt
with fixed rates of interest. The loan notes issued in 2024 are non-interest
bearing.
Credit risk
Operational
The Company did not generate any revenue during the period and its exposure to
credit risk is therefore limited. The Company does not enter into derivative
contracts to manage credit risk. Further information on trade and other
receivables is presented in note 11.
Financial
Financial risk relates to non-performance by banks in respect of cash deposits
and is mitigated by the selection of institutions with a strong credit rating.
Liquidity risk
Liquidity risk arises from the Company's management of working capital and
payments to its suppliers. Without revenue generating activities the Company
has inherent liquidity risk and there is a risk that the Company will
encounter difficulties during this period in meeting its financial obligations
as they fall due.
The Company's policy is to ensure that it will always have sufficient cash to
allow it to meet its liabilities when they fall due. The Company finances
itself through a mix of equity and debt instruments. The Company's objective
is to ensure sufficient liquidity is available to meet foreseeable needs
through the preparation of short and long term forecasts. Further details of
the Directors' going concern assessment are set out in note 1.
The Company had loans of £262,500 at 31 December 2024 (2023 (restated):
£24,951).
Capital risk management
The Company's objective when managing capital is to establish and maintain a
capital structure that safeguards the Company as a going concern and provides
a return to shareholders.
22. RELATED PARTY DISCLOSURES
As at 31 December 2024 all fees complied with directors' contractual
obligations and were paid up to date. Details of directors' remuneration are
set out in the Directors' report.
In 2024 the Company obtained key management personnel services of £58,750
(2023: £35,000) from companies controlled by directors of the Company.
On 31 October 2024 the Company issued convertible loan notes of £200,000 to
Zen Ventures Limited and, as a result, Zen Ventures Limited and its
controlling party are considered to have significant influence over the
Company. At 31 December 2024 a total of £262,500 was owing to Zen Ventures
Limited (2023: £nil) comprising convertible loan notes of £200,000 and a
repayable on demand loan of £62,500.
23. CAPITAL COMMITMENTS
The Company had no capital commitments at 31 December 2024 or 31 December
2023.
24. SUBSEQUENT EVENTS
On 27 January 2025 Paul Elliott was appointed as Executive Chairman and Pankaj
Rajani was appointed as a Non-Executive Director. On 27 February 2025 James
Leahy resigned as Chairman and Michael Rowan resigned as Chief Executive
Officer. On 28 March 2025 Michael Rowan resigned as director.
On 27 February 2025 the Company's Ordinary Shares were subdivided into one new
Ordinary Share and nine new Deferred Shares for each existing Ordinary Share.
This subdivision did not alter the number of Ordinary Shares in issue or the
total nominal value of the Company's issued share capital.
In April 2025 the Company issued £200,000 of unsecured convertible loan notes
to Wager Holdings Limited pursuant to a new convertible loan note instrument
executed on 17 April 2025. This instrument created £500,000 of new unsecured
interest free convertible loan notes which are redeemable on or before 31
December 2025 or, at the option of the holder, convertible into new Ordinary
Shares in the Company.
25. ULTIMATE CONTROLLING PARTY
The Company has no overall controlling party.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR PPUMUQUPAGMBRecent news on Active Energy
See all newsREG - Active Energy Group - Final Results for the year ended 31 December 2024
AnnouncementREG - Active Energy Group - Convertible Loan Notes
AnnouncementREG - Active Energy Group - Holding(s) in Company
AnnouncementRCS - Active Energy Group - Granting of European Patent
AnnouncementREG - Active Energy Group - Resignation of Michael Rowan
Announcement