REG - Corpus Resources PLC - Annual Financial Report
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RNS Number : 8996G Corpus Resources PLC 30 April 2025
The information, contained within this announcement, is deemed to constitute
inside information as stipulated under the Market Abuse Regulation (EU) No.
596/2014, which is part of UK law by virtue of the European Union (withdrawal)
Act 2018 ("MAR"). Upon the publication of this announcement, this inside
information is now considered to be in the public domain.
Corpus Resources Plc
("Corpus" or the "Company")
Results for the Year Ended 31 December 2024
30 April 2025
Corpus Resources Plc (LON:COR), ("Corpus" or the "Company"), the London Stock
Exchange listed company, announces its full year audited results for the year
ended 31 December 2024.
A copy of the Company's annual report and financial statements for the year
ended 31 December 2024, extracts of which are set out below, will be made
available on the Company's website www.corpusresources.com
(http://www.corpusresources.com) shortly.
Corpus further announces that a Notice of Annual General Meeting ("AGM") will
be posted to shareholders, along with the Annual Report and Financial
Statements for the year ended 31 December 2024, on or before 2 June 2025.
The Company will be holding its AGM, at the offices of Peterhouse Capital
Limited, at 80 Cheapside, London EC2V 6EE, on Friday 27 June 2025 at 10.00 am,
the details of which are explained in the Notice of AGM, which will be also
available on the Company's website www.corpusresources.com
(http://www.corpusresources.com) .
Forms of proxy must be completed, signed and returned so as to be received by
the Company's Registrars no later than 10.00 am on 25 June 2025.
For further information please contact:
Corpus Resources Plc
Paul Forrest/Richard Glass info@corpusresources.com (mailto:info@corpusresources.com)
www.corpusresources.com (http://www.corpusresources.com)
Peterhouse Capital Limited (Corporate Broker) 020 7469 0936
Chairman's Statement
I present the annual report for Corpus Resources Plc (the "Company"), covering
its results for the year to 31 December 2024.
Period in Review
During the course of 2024, the Company changed its name to Corpus Resources
Plc. The Company is continuing to review potential oil and gas projects as
possible RTO candidates.
Results
For the year ended 31 December 2024, the Group incurred a loss of US$586,344
(2023: loss of US$916,592). The majority of this loss comprised of
administrative expenses, finance expenses and required listing and regulatory
overheads. Overall administrative expenses were reduced during the year to
US$412,589 in 2024 (2023: US$571,548 ) and finance expenses increased to
US$234,160 (2023: US$163,705 ) reflecting the ongoing costs of funding the
business.
Outlook
On 19 February 2025, the Company fully implemented the Creditor Voluntary
arrangement (CVA) passed by the Company creditors and shareholders at two
meetings held in succession on 5 September 2024.
The completion of the CVA has provided a solid foundation for the Company to
move forward with a potential RTO, by reducing the Companies' labilities by
US$4.1million after the balance sheet date.
Richard Glass
Non-Executive Chairman
30 April 2025
Strategic Report
Financial Results
The Group loss for the year to 31 December 2024 was US$586,344
(2023:US$916,592). There were no revenues and the majority of this loss are
still related to administrative, listing, finance and transaction costs.
The loss per share was US$0.001 (2023: loss per share US$0.007).
The Group currently has no source of revenue and is reliant on equity funding
and loans to continue to meet its overhead expenditures. The Group held cash
balances of US$20,465 as at 31 December 2024.
The Directors note that the Group will need additional funding to continue
operations for the foreseeable future and that this means there is a material
uncertainty as to the Group's ability to continue as a going concern. The
Directors are confident however that the Group will be able to raise, as
required, sufficient cash to enable it to continue its operations and to
continue to meet, as and when they fall due, its liabilities for at least the
next twelve months from the date of approval of the Group financial
statements. The Group financial statements have, therefore, been prepared on
the going concern basis.
The Group currently has two members of staff (including Directors).
Principal Activities
The Company was incorporated in England and Wales on 29 January 2016 and is
currently considered a standard listing (transition) category Company by the
Financial Conduct Authority under the revised listing rules.
The Group's business is operated through the United Kingdom and is focused on
identifying and acquiring a new business in a promising sector within and
outside the United Kingdom.
Review of the Business
The CVA was approved on 5 September 2024 with a fundraising of £340,000, with
Paul Forrest and Richard Glass joining the board.
On the 19 February 2025, the Company fully implemented the CVA.
The full implementation of the CVA has strengthen the Company's position to
move forward with a potential reverse takeover.
Key Performance Indicators (KPIs)
As the Company was focused on restructuring its balance sheet, the Directors
take the view that KPIs would not provide materially useful information to
investors at this time. As the business develops further, the addition of
KPIs will be considered and added as appropriate.
Principal Risks and Risk Management
As the Company has restructuring its balance sheet post year end, the primary
risk to the business during this period is going concern risk and a potential
inability to fund the business through to a successful RTO.
The Company's Risk Mitigation Strategies Include the Following:
▪ Utilising the Directors' experience in fundraising to maintain a
balance of funding sources during the period of transition;
▪ Managing the Company's existing debt positions, keeping all
stakeholders up to date and informed as to progress of the transaction; and
▪ Judicious use of capital and cost control during the transition.
Corporate Responsibility
The Company takes its responsibilities as a corporate citizen seriously. The
Board's primary goal is to create shareholder value in a responsible way,
which serves all stakeholders.
Section 172 Statement
Section 172 of the Companies Act 2006 requires Directors to take into
consideration the interests of stakeholders in their decision making. The
Directors continue to have regard to the interests of the Company's employees
and other stakeholders, including the impact of its activities on the
community, the environment and the Company's reputation, when making
decisions. Acting in good faith and fairly between members, the Directors
consider what is most likely to promote the success of the Company for its
members in the long term.
The Directors are fully aware of their responsibilities to promote the success
of the Company in accordance with section 172 of the Companies Act 2006. The
Board regularly reviews our principal stakeholders and how we engage with
them. The stakeholder voice is brought into the boardroom throughout the
annual cycle through information provided by management and also by direct
engagement with stakeholders themselves. The relevance of each stakeholder
group may increase or decrease depending on the matter or issue in question,
so the Board seeks to consider the needs and priorities of each stakeholder
group during its discussions and as part of its decision making.
The Board welcomes the opportunity to engage with our shareholders and with
the capital markets more generally. The Board achieves this through dialogue
with shareholders, prospective shareholders and capital markets participants,
including corporate brokers. Feedback from any such meetings or calls would be
shared with all Board members.
Investors, prospective investors and analysts can contact the Executive
Director as well as can access information on our corporate website. The
Board believes that appropriate steps have been taken during the year so that
all members of the Board, and in particular the non-executive Directors, have
an understanding of the views of major shareholders.
As part of the Director's commitment on this requirement, approval to proceed
with the Company's Voluntary Arrangement (CVA) was sought with shareholders at
a meeting held on 5 September 2024 for the purpose of considering and passing
a resolution to proceed with CVA to restructure the business to eliminate
existing liabilities. The CVA concluded on 19 February 2025, where the Company
now has an opportunity to proceed with new business prospects for shareholders
interest.
The Company currently only has two employees and is working towards an RTO,
therefore there is only a limited amount of information it can share with its
investors which is not market sensitive, as the Company works towards its
stated objectives in the best interest of stakeholders.
Governance
The Board considers sound governance as a critical component of the Company's
success and the highest priority. The Company has an effective and engaged
Board.
Analysis by Gender
Category Male Female
Directors 2 0
Senior Managers 0 0
Other Employees 0 0
Diversity and Inclusion
The Company does not discriminate on the grounds of age, gender, nationality,
ethnic or racial origin, non-job-related-disability, sexual orientation or
marital status. The Board does not support discrimination of any form,
positive or negative, and all appointments are based solely on merit.
As the Company currently only has two currently unpaid employees and therefore
has limited scope to meet its diversity targets, on a successful RTO the
Company will expand its workforce to include a more diverse workforce, when it
can meet these financial commitments.
Health and Safety
The Company has a Health and Safety at Work policy, which is reviewed
regularly by the Board and is committed to the health and safety of its
employees and others, who may be affected by the Company's activities. The
health and safety procedures used by the Company ensure compliance with all
applicable legal, environmental and regulatory requirements as well as its own
internal standards.
Outlook
Following the implementation of the CVA on the 19 February 2025, and the
clean-up of the Company's historic balance sheet, the Company will now have a
solid foundation upon which the new Directors can utilise to peruse a
successful RTO.
Signed by order of the Board
Richard Glass
Non-Executive Chairman
30 April 2025
Directors' Report
The Directors present their report on the Company, together with the audited
financial statements of the Company for the year ended 31 December 2024.
Cautionary Statement
The review of the business and its future development in the Strategic Report
has been prepared solely to provide additional information to shareholders to
assess the Company's strategies and the potential for these strategies to
succeed. It should not be relied on by any other party for any other purpose.
The review contains forward looking statements, which are made by the
Directors in good faith based on information available to them up to the time
of the approval of the reports and should be treated with caution due to the
inherent uncertainties associated with such statements.
Results and Dividends
Given the nature of the business and its development strategy, it is unlikely
that the Board will recommend a dividend in the next few years. The Directors
believes that the Company should seek to re-invest any profits to fund the
Company's growth strategy over the short- and medium-term horizons.
Business Review and Future Developments
Details of the business activities and developments made during the period can
be found in the Strategic Report and in note 1 (#Ref5121623721) to the
Financial Statements respectively.
Financial Instruments and Risk Management
Disclosures regarding financial instruments are provided within note 20 to the
Financial Statements.
Capital Structure and Issue of Shares
Details of the Company's share capital, together with details of the movements
during the period, are set out in note 17 (#Ref39671520) to the Financial
Statements. The Company has one class of Ordinary Shares and one class of
Deferred Shares, which carry no rights to fixed income.
Directors
The Directors of the Company, who have served during the year and at the
date of this report are:
Director Role Date of Date of Resignation Board Committee*
Appointment
Richard Glass Chairman and Non-Executive Director 20/09/2024 N, R, A
Paul Forrest Executive Director 20/09/2024 N, R, A
John McGoldrick Chairman and Non-Executive Director 04/10/2017 20/09/2024
Scott Kaintz Executive Director 27/06/2018 10/12/2024
Owen May Non-Executive Director 27/09/2016 29/05/2024
*Board Committee abbreviations are as follows: N = Nomination Committee; A =
Audit and Risk Committee; R = Remuneration Committee.
Board of Directors
Details of the current Directors and their backgrounds are as follows:
Richard Glass
Non-Executive Director and Non-Executive Chairman
Mr. Glass holds a Bachelor of Science (Electro-Mechanical Engineering) and a
Master's Degree in Business Administration from the University of Cape Town.
He began his career at Accenture working in the UK, Europe, the Middle East
and the Far East, later joining Investec, an international bank and wealth
manager. He now independently advises select listed and unlisted investors and
financial services businesses where he evaluates and implements deal-making,
project structuring, financing and project execution. Richard has co-founded
and manages various private resources, energy and real estate investment
companies in South Africa and the United Kingdom.
Paul Forrest
Executive Director
Mr. Forrest has 19 years' experience in the natural resources sector,
including 10 years in offshore oil and gas in the Philippines. More
recently, he has 7 years United Kingdom experience in onshore oil and gas,
culminating in the acquisition of the Saltfleetby Project in 2019. Paul is
the former financial controller of an AIM traded Forum Energy Plc and Celtic
Resources Plc.
Directors' Interests in Shares
Directors' interests in the shares of the Company, at the date of this report,
are disclosed below.
Director Ordinary Shares Held % Held
Paul Forrest 166,666,700 8.80%
Substantial Interests
As at 1 April 2025, the Company has been advised of the following significant
interests (greater than 3%) in its ordinary share capital:
Shareholder Ordinary Shares Held % Held
THE BANK OF NEW YORK (NOMINEES) LIMITED Des:672938 500,150,100 26.42%
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED Des:SMKTNOMS 198,677,062 10.50%
PEEL HUNT PARTNERSHIP LIMITED Des:PMPRINC 117,171,890 6.19%
LAWSHARE NOMINEES LIMITED Des:ISA 82,690,038 4.37%
BARCLAYS DIRECT INVESTING NOMINEES LIMITED Des:CLIENT1 70,924,141 3.75%
HSDL NOMINEES LIMITED Des:MAXI 68,957,856 3.64%
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED Des:SMKTISAS 67,423,023 3.56%
STIFEL NICOLAUS EUROPE LIMITED Des:2303400 64,527,231 3.41%
HSDL NOMINEES LIMITED 62,936,031 3.32%
HARGREAVES LANSDOWN (NOMINEES) LIMITED Des:HLNOM 60,440,572 3.19%
HARGREAVES LANSDOWN (NOMINEES) LIMITED Des:15942 56,880,335 3.00%
Corporate Governance
The Board is committed to maintaining high standards of corporate governance
and, so far as appropriate given the Company's size and the constitution of
the Board, complies with the Corporate Governance Guidelines for Small and
Mid-Sized Companies (the "QCA Code").
The Board
The Board currently comprises one Executive Director and one Non-Executive
Director. The Board is ultimately responsible for the day-to-day management of
the Company's business, its strategy and key policies. Members of the Board
are appointed by the Shareholders. The Board also has power to appoint
additional directors, subject to such appointments being approved by
Shareholders. At least four board meetings are held per year.
Director Number of Meetings Held During Tenure Number of Meetings Attended
Richard Glass 2 2
Paul Forrest 2 2
John McGoldrick (Resigned) 4 4
Scott Kaintz (Resigned) 5 5
Owen May (Resigned) 2 2
As prescribed by the QCA Code, the Board has established three committees: An
Audit and Risk Committee, a Remuneration Committee and a Nomination Committee.
Each of the committees were formed on admission of the Company to the Standard
Listing Segment on 4 October 2017. The Audit and Risk Committee and the
Remuneration Committees have met once each during 2024.
Audit and Risk Committee
The Audit and Risk Committee, which comprises Paul Forrest and Richard Glass,
is responsible, amongst other things, for monitoring the Group's financial
reporting, external audits and controls, including reviewing and monitoring
the integrity of the Group's annual and half-yearly financial statements,
reviewing and monitoring the extent of non-audit work undertaken by external
auditors, advising on the appointment of external auditors, overseeing the
Group's relationship with its external auditors, reviewing the effectiveness
of the external audit process and reviewing the effectiveness of the Group's
internal control review function. The ultimate responsibility for reviewing
and approving the annual report and accounts and the half-yearly reports
remains with the Board. The Audit and Risk Committee gives due consideration
to laws and regulations, the provisions of the UK Corporate Governance Code
(the Quoted Companies' Alliance code) and the requirements of the Listing
Rules. The Audit and Risk
Committee shall meet at least once a year at appropriate intervals in the
financial reporting and audit cycle and otherwise as required.
Remuneration Committee
The Remuneration Committee, which comprises Paul Forrest and Richard Glass, is
responsible, amongst other things, for assisting the Board in determining its
responsibilities in relation to remuneration, including making recommendations
to the Board on the Company's policy on executive remuneration, including
setting the parameters and governance framework of the Group's remuneration
policy and determining the individual remuneration and benefits package of
each of the Company's Executive Directors and the Group. It is also
responsible for approving the rules and basis for participation in any
performance related pay-schemes, share incentive schemes and obtaining
reliable and up-to-date information about remuneration in other companies. The
Remuneration Committee meet at least once a year.
Nomination Committee
The Nomination Committee, which comprises Paul Forrest and Richard Glass will
identify and nominate, for the approval of the Board, candidates to fill Board
vacancies as and when they arise. The Nominations Committee will meet as
required.
Share Dealing Policy
The Company has adopted a Share Dealing Policy, which sets out the
requirements and procedures for dealings in any of its listed securities. The
Share Dealing Policy applies widely to the Directors of the Company and its
subsidiaries, the Company's employees and persons closely associated with
them. The policy complies with the Market Abuse Regulations, which came into
effect on 3 July 2016.
Anti-Bribery and Anti-Corruption Policy
The Company has adopted an Anti-Bribery and Anti-Corruption Policy, which
applies to the Directors and any future employees of the Company. The
Directors believe that the Group, through its internal controls, has
appropriate procedures in place to reduce the risk of bribery and that all
employees, agents, consultants and associated persons are made fully aware of
the Group's policies and procedures with respect to ethical behaviour,
business conduct and transparency.
Health and Safety
The Company currently has no operations and will address health and safety
requirements in more detail upon acquisition of a project or execution of an
office lease where the Company bears responsibility for office health and
safety standards.
Relations with Shareholders
As detailed further below, the Directors seek to build on a mutual
understanding of objectives between the Company and its shareholders by
meeting to discuss long term issues and receive feedback, communicating
regularly throughout the year and issuing trading updates as appropriate. The
Board also seeks to use the Annual General Meeting to communicate with its
shareholders.
Fair, Balanced and Understandable Assessment of Position and Prospects
The Board has shown its commitment to presenting fair, balanced and
comprehensible assessments of the Company's position and prospects by
providing comprehensive disclosures within the financial report in relation to
its activities. The Board has applied the principles of good governance
relating to Directors' remuneration as described below. The Board has
determined that there are no specific issues, which need to be brought to the
attention of shareholders.
Remuneration Strategy
The Company operates in a competitive market. If it is to compete
successfully, it is essential that it attracts, develops and retains high
quality staff. Remuneration policy has an important part to play in achieving
this objective. The Company aims to offer its staff a remuneration package,
which is both competitive in the relevant employment market and which reflects
individual performance and contribution.
Communication with Shareholders
The Board attaches great importance to communication with both institutional
and private shareholders.
Regular communication is maintained with all shareholders through Company
announcements, the half-year Statement and the Annual Report and Financial
Statements.
The Directors seek to build on a mutual understanding of objectives between
the Company and its shareholders. Institutional shareholders are in contact
with the Directors through presentations and meetings to discuss issues and to
give feedback regularly throughout the year. With private shareholders, this
is not always practical.
The Board therefore intends to use the Company's Annual General Meeting as the
opportunity to meet private shareholders, who are encouraged to attend, and at
which the Board will give a presentation on the activities of the Company.
Following the presentation, there will be an opportunity to meet and ask
questions from Directors and to discuss development of the business.
The Company operates a website at http://www.corpusresources.com
The website contains details of the Company and its activities, regulatory
announcements, Company announcements, interim statements, preliminary
statements and annual reports.
Greenhouse Gas Emissions
The Group has as yet minimal greenhouse gas emissions to report from the
operations of the Company and its subsidiaries and does not have
responsibility for any other emission producing sources under the Companies
Act 2006 (Strategic Report and Directors Report) Regulations 2014.
Task Force on Climate Financial Disclosures
The Company has no on-going operations therefore the directors have not made
any disclosures against the Task Force on Climate-related Financial
Disclosures (TCFD) framework. The directors will revisit the position in the
event that a future transaction is completed.
Annual General Meeting
The Company currently intends to hold its Annual General Meeting in June 2025
and further announcements will follow, and it encourages all shareholders to
vote via proxy regardless of their intention of attending the meeting in
person.
Financial Risk Management
The Group is exposed to a variety of financial risks, including currency risk,
credit risk and liquidity risk. Some of the objectives and policies applied by
management to mitigate these risks are outlined in note 20 to the Consolidated
Financial Statements.
Share Capital
The Company's Ordinary Shares of £0.0001 per share and Deferred share of
£0.0099 represent 100% of its total share capital. At a meeting of the
Company every member present in person or by proxy shall have one vote for
every Ordinary Share of which he is the holder. Holders of Ordinary Shares are
entitled to receive dividends. Deferred shares do not carry any voting right
or right to receive dividends.
On a winding-up or other return of capital, holders are entitled to share in
any surplus assets pro rata to the amount paid up on their Ordinary Shares.
The shares are not redeemable at the option of either the Company or the
holder. There are no restrictions on the transfer of shares.
Independent Auditors
Following the year end, Anstey Bond LLP were re-appointed as auditor to the
Company.
Provision of Information to Auditors
Each of the persons, who are Directors at the time when this Directors' Report
is approved, has confirmed that:
▪ so far as that Director is aware, there is no information relevant
to the audit of which the Company's auditors are unaware; and
▪ each Director has taken all the steps that ought to have been
taken as a director in order to be aware of any information needed by the
Company's auditors in connection with preparing their report and to establish
that the Company's auditors are aware of that information.
Signed by order of the Board
Richard Glass
Non-Executive Chairman
30 April 2025
Directors' Remuneration Report
The Board of Directors has established a Remuneration Committee. The
Remuneration Committee (the 'Committee') comprises Paul Forrest and Richard
Glass.
The members of the Remuneration Committee have the necessary experience of
executive compensation matters relevant to their responsibilities as members
of such a committee by virtue of their respective professions, contacts within
the minerals industry as well as experience in the broader business community.
In addition, each member of the Remuneration Committee keeps abreast on a
regular basis of trends and developments affecting executive compensation.
Accordingly, it is considered that the Remuneration Committee has sufficient
experience and knowledge to set appropriate levels of compensation. Neither
the Company nor the Remuneration Committee engaged independent consultants to
evaluate the levels of compensation during the year ended 31 December 2024.
Committee's Main Responsibility
The Remuneration Committee is responsible, amongst other things, for assisting
the Board in determining its responsibilities in relation to remuneration,
including making recommendations to the Board on the Company's policy on
executive remuneration, including setting the parameters and governance
framework of the Group's remuneration policy and determining the individual
remuneration and benefits package for the Company's Executive Directors and
the Group. It is also responsible for approving the rules and basis for
participation in any performance related pay-schemes, share incentive schemes
and obtaining reliable and up-to-date information about remuneration in other
companies. The Remuneration Committee shall meet at least once a year.
Statement of Policy on Directors' Remuneration
The Company's policy is to set remuneration to attract and retain the highest
quality of directors and senior executives, and to:
▪ align their interests with shareholders';
▪ avoid incentivising excessive risk taking by executives;
▪ be proportionate to the contribution of the individuals concerned;
and
▪ be sensitive to pay and employment conditions elsewhere in the
group.
The Company is at an early stage of development. As a result, the use of
traditional performance standards, such as corporate profitability, is not
considered by the Remuneration Committee to be appropriate in the evaluation
of corporate or Directors' performance. Discretionary bonuses may be paid to
aid staff retention and reward performance.
The Company provides Executive Directors with base fees, which represent their
minimum compensation for services rendered during the financial year. The base
fees of Directors and senior executives depend on the scope of their
experience, responsibilities and performance.
The Remuneration Committee has considered the risk implications of the
Company's compensation policies and practices and has concluded that there is
no appreciable risk associated with such policies and practices since such
policies and practices do not have the potential of encouraging an executive
officer or other applicable individual to take on any undue risk or to
otherwise expose the Company to inappropriate or excessive risks. Furthermore,
although the Company does not have in place any specific prohibitions,
preventing executives from purchasing financial instruments, including prepaid
variable forward contracts, equity swaps, collars or units of exchange funds
that are designed to hedge or offset a decrease in market value of options or
other equity securities of the Company granted in compensation or held
directly or indirectly by the director, the Company is unaware of the purchase
of any such financial instruments by any Director.
The Company may contemplate making significant changes to its compensation
policies and practices during 2025 following a potential RTO.
Directors' Remuneration
The Directors, who held office on 31 December 2024 and who had beneficial
interests in the ordinary shares of the Company, are summarised as follows:
Name of Director Position
Paul Forrest Executive Director
Directors' Service Contracts
John McGoldrick was appointed by the Company with effect from Admission to act
as Chairman and a Non-Executive Director of the Company under a letter of
appointment, dated 04 October 2017. His appointment is terminable on three
months' written notice on either side. He is entitled to a fee of £50,000 per
annum, and has agreed to resign with no further obligations due following
approval of the CVA on 5 September 2024.
Owen May was appointed as a Director on 27 September 2016 and resigned after
the year end on 29 May 2024.
Scott Kaintz was appointed as a Director on 27 June 2018. He was appointed to
act as an Executive Director and Chief Executive Officer as of 5 November
2018. His appointment continues until terminated by either party giving four
months written notice. Scott is entitled to a fee of £120,000 per annum.
Scott has agreed to waive all further executive compensation and to become a
Non-Executive Director for a period of 60 days following approval of the CVA
to aid in the transition of the new management team, his fee for the
Non-Executive Directorship role were approved at £2,500 per month.
Summary Compensation Table (audited)
The following table sets forth the compensation awarded, paid to or earned by
each Director during 2024:
2024 Directors' Social Total cash-compensation Share-based Payments (options) Total
fees security US$ US$ compensation
US$ costs US$
US$
Richard Glass 21,524 2,970 24,494 - 24,494
Paul Forrest 21,524 2,970 24,494 - 24,494
John McGoldrick (resigned 20 September 2024) 39,173 - 39,173 - 39,173
Scott Kaintz (resigned 10 December 2024) (34,141) (6,177) (40,318) - (40,318)
Owen May (resigned 29 May 2024) 13,314 - 13,314 - 13,314
Total Directors' compensation 61,394 (237) 61,157 - 61,157
Paul Forrest has, through agreement with the Company, agreed to defer his
US$76,718 annual Directors compensation, until the company is in a stronger
financial position, which at 31 December 2024 totaled US$21,524, and has been
recognised in accruals at the reporting date.
Richard Glass has, through agreement with the Company, agreed to defer his
US$76,718 annual Directors compensation, until the company is in a stronger
financial position, which at 31 December 2024 totaled £21,524, and has been
recognised in accruals at the reporting date.
John McGoldrick has, through agreement with the Company, agreed to defer
payment of his Director's compensation from 2017 to 2024, which at 31 December
2024 totaled $400,386 and has been recognized in accruals at the reporting
date.
Owen May has, through agreement with the Company, agreed to defer payment of
his Director's compensation from 2018 to 2024, which at 31 December 2024
totaled US$157,694 and has been recognized in accruals at the reporting date.
As at 31 December 2024 Scott Kaintz was owed $262,110 in unpaid salary as an
Executive Director (31 December 2023: $305,527) and has agreed to defer
payment of his compensation on an ongoing basis. During 2024 Scott Kaintz was
paid US$10,620 (31 December 2023 - $nil) as a Non-Executive Director.
After the year end, all outstanding Directors' compensation was settled as
part of the CVA that the Company completed on 19 February 2025, leaving no
further outstanding claims from the former Directors.
Summary Compensation Table (audited)
The following table sets forth the compensation awarded, paid to or earned by
each Director during 2023:
2023 Directors' Social Total cash-compensation Share-based Payments (options) Total
fees security US$ US$ compensation
US$ costs US$
US$
John McGoldrick 62,161 - 62,161 - 62,161
Scott Kaintz 149,187 20,588 169,775 - 169,775
Owen May 31,081 - 31,081 - 31,081
Total Directors' compensation 242,429 20,588 263,017 - 263,017
Share-Based Awards (audited)
The Company has nil share options awarded to the Directors of the Company in
accordance with its share option plan. There were no awards of annual
bonuses or incentive arrangements in the period. All remuneration was
therefore fixed in nature and no illustrative table of the application of
remuneration policy has been included in this report.
Directors' Interests in Shares (audited)
Directors' interests in the shares of the Company at the date of this report
are disclosed below.
Director Ordinary Shares Held % Held
Paul Forrest 166,666,700 8.80%
Other Matters Subject to Audit
The Company does not currently have any pension plans for any of the Directors
and does not pay pension amounts in relation to their remuneration.
Other Matters
The Company does not currently have any annual or long-term incentive schemes
in place for any of the Directors and as such there are no disclosures in this
respect.
The performance of the Remuneration Committee is yet to be assessed given the
short time frame that it has been operational.
No performance graph has been included here as the Company is in the early
stages of its business development.
Signed
Richard Glass
Chairman of the Remuneration Committee
30 April 2025
Statement of Directors' Responsibilities in Respect of the Strategic Report,
the Directors' Report and the Financial Statements
The Directors are responsible for preparing the Strategic Report, the
Directors' Report and the Financial Statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare Financial Statements for each
financial year. Under that law they have elected to prepare the Financial
Statements in accordance with UK adopted International Accounting Standards
and applicable law.
Under company law, the Directors must not approve the Financial Statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and of the profit or loss of the Group for that period.
In preparing these Financial Statements, the Directors are required to:
▪ select suitable accounting policies and then apply them
consistently;
▪ make judgments and estimates that are reasonable and prudent;
▪ state whether they have been prepared in accordance with UK
adopted International Accounting Standards; and
▪ prepare the Financial Statements on the going concern basis,
unless it is inappropriate to presume that the Company will continue in
business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the Financial Statements comply with the Companies
Act 2006. They have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Company and to prevent
and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the UK governing the preparation and dissemination of Financial
Statements may differ from legislation in other jurisdictions.
We confirm that to the best of our knowledge:
▪ the Financial Statements, prepared in accordance with UK adopted
International Accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Group;
▪ the Directors report includes a fair review of the development and
performance of the business and the position of the Company, together with a
description of the principal risks and uncertainties that they face.
By Order of the Board
Richard Glass
Non-Executive Chairman
30 April 2025
Independent Auditor's Report To The Members Of Corpus Resources Plc
Opinion
We have audited the financial statements of Corpus Resources Plc (the
"company") and its subsidiaries (the "group") for the year ended 31 December
2024 which comprise the consolidated statement of comprehensive income, the
consolidated and company statements of financial position, the consolidated
and company statements of cash flows, the consolidated and company statements
of changes in equity and notes to the financial statements, including
significant accounting policies. The financial reporting framework that has
been applied in preparation of the group and parent company financial
statements is applicable law and UK-adopted international accounting
standards.
In our opinion:
▪ the financial statements give a true and fair view of the state of
the group and company's affairs as at 31 December 2024 and of the group's loss
for the year then ended;
▪ the group and company financial statements have been properly
prepared in accordance with UK-adopted international accounting standards;
▪ The parent company financial statements have been properly
prepared in accordance with IFRS as adopted by the United Kingdom and as
applied in accordance with the provisions of the Companies Act 2006; and
▪ the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. 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 and the company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to public interest entities, 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
We draw attention to note 2 to the financial statements, which details the
factors the directors considered when assessing the going concern position.
As detailed in note 2, the Company entered into a Company Voluntary
Arrangement (CVA) with its creditors on 5 September 2024. The terms of the
CVA, which was fully executed on the 19(th) February 2025, required the
Company to settle its debts through a combination of cash and convertible loan
notes. More details on this can be found in note 22. The Company secured a
£340,000 funding placement from Peterhouse Capital Limited, which was used to
satisfy the CVA obligations and provide working capital for future operations.
While the successful implementation of the CVA and the availability of the
funding placement have reduced the immediate financial pressures on the
Company, there remains significant uncertainty regarding its long-term
viability.
The group currently has no source of revenue and is reliant on external
financing to meet its obligations for the next twelve months. The group will
need additional funding to continue operations for the foreseeable future.
As stated in note 2, these events and conditions, along with the other matters
set out in note 2, indicate that a material uncertainty exists that may cast
significant doubt on the group's and parent company's ability to continue as a
going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in preparation of the financial
statements is appropriate. Our evaluation of the directors' assessment of the
group's and parent company's ability to continue to adopt the going concern
basis of accounting included discussions with management, reviewing the CVA
agreement, obtaining evidence of the share placement, verifying its completion
in February 2025, understanding and challenging management's assumptions and
examining management's cash flow forecasts.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Overview of Our Audit Approach
Materiality
In planning and performing our audit we applied the concept of materiality. An
item is considered material if it could reasonably be expected to change the
economic decisions of a user of the financial statements. We used the concept
of materiality to both focus our testing and to evaluate the impact of
misstatements identified.
Based on our professional judgement, we determined overall materiality for the
group financial statements as a whole to be $160,268 (2023: $145,681), based
on 3% of net liabilities. Materiality for the parent company financial
statements as a whole was set at £120,000 (2024: £114,736) using the same
basis.
We use a different level of materiality ('performance materiality') to
determine the extent of our testing for the audit of the financial
statements. Performance materiality is set based on the audit materiality as
adjusted for the judgements made as to the entity risk and our evaluation of
the specific risk of each audit area having regard to the internal control
environment. Performance materiality was set at 70% of materiality for the
financial statements as a whole, which equates to $112,188 for the group and
£84,000 for the parent.
Where considered appropriate performance materiality may be reduced to a lower
level, such as, for related party transactions and directors' remuneration.
We agreed with the Audit Committee to report to it all identified errors in
excess of $5,000 (2023: $5,000). Errors below that threshold would also be
reported to it if, in our opinion as auditor, disclosure was required on
qualitative grounds.
Overview of the scope of our audit
The group consists of the parent company and its subsidiaries. As part of
designing our group audit, we determined materiality and assessed the risks of
material misstatement in the financial statements. In establishing our overall
approach to the group audit, we determined the type of work that needed to be
performed in respect of each subsidiary or entity. This consisted of us
carrying out a full audit of all significant components of the group.
An audit involves obtaining evidence about the amounts and disclosures in the
financial statements sufficient to give reasonable assurance that the
financial statements are free from material misstatement, whether caused by
fraud or error. This includes an assessment of:
▪ whether the accounting policies are appropriate to the company's
circumstances and have been consistently applied and adequately disclosed;
▪ the reasonableness of significant accounting estimates made by the
directors; and
▪ the overall presentation of the financial statements.
All audit work has been conducted by the group audit team
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
We have determined that the only key audit matter was in respect of going
concern and our work in that area is described in the section above headed
'Material Uncertainty Related to Going Concern'.
Several risks were identified surrounding the company's ability to continue as
a going concern. Attention has been drawn to these matters in note 2 of the
financial statements.
In this area, our audit procedures included:
▪ We obtained and reviewed the twelve month postdate of signing the
financial statements cash-flow forecasts, bank statements and statutory
documentation;
▪ We assessed the level of equity financing received during the
eight months after the balance sheet date, and whether this was sufficient to
ensure the group's liquidity;
▪ We reviewed the Group's refinancing of debt taking place post year
end;
▪ We obtained the Board of Directors' assessment of the groups'
going concern;
▪ We reviewed the disclosures included within these statements and
confirmed that they were in line with regulatory reporting standards.
From the work performed, we did not identify any instances from which to
conclude that the disclosure or accounting treatment was incorrectly stated.
As part of our consideration of the above key risk and our audit procedures in
general the following inherent risk factors have been considered:
Subjectivity; specifically in respect to the forecast cost base for the
twelve months to April 2026
Complexity; we do not consider there to be any significant risks
attributable to change in the business for the current period
Uncertainty; the outcome of the going concern assessment and the
realisation of future fundraising planned by management.
Change; we do not consider there to be any significant risks attributable
to change in the business for the current period;
Susceptibility to Misstatement Due to Management Bias or Fraud; The risk of
misstatement due to management bias or fraud was identified in relation to the
small team and therefore lack of segregation of duties, this required specific
audit procedures to mitigate the risk.
Other Information
The Directors are responsible for the other information. The other information
comprises the information included in the annual report other than the
financial statements and our auditor's report thereon. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in this report, we do not express any form
of assurance conclusion thereon.
In connection with our audit of the 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 we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that
there is a material misstatement of the other information, we are required to
report that fact. We have nothing to report in this regard.
Opinions on Other Matters Prescribed by the Companies Act 2006
In our opinion the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of our audit:
▪ the information given in the strategic and the directors' reports
for the financial year for which the financial statements are prepared is
consistent with the financial statements; and
▪ the strategic and the directors' reports have been prepared in
accordance with applicable legal requirements.
Matters on Which We are Required to Report by Exception
In light of the knowledge and understanding of the group and the parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:
▪ adequate accounting records have not been kept by the company, or
returns adequate for our audit have not been received from branches not
visited by us; or
▪ the group and company financial statements and the part of the
directors' remuneration report to be audited are not in agreement with the
accounting records and returns; or
▪ certain disclosures of directors' remuneration specified by law
are not made; or
▪ we have not received all the information and explanations we
require for our audit.
Responsibilities of the Directors for the Financial Statements
As explained more fully in the directors' responsibilities statement set out I
this document, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Company'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 Company or
to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 (UK) 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 financial statements.
Detecting Irregularities
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below, however the primary
responsibility for the prevention and detection of fraud lies with management
and those charged with the governance of the partner company and group. We
obtained an understanding of the legal and regulatory frameworks that are
applicable to the Group and the procedures in place for ensuring compliance.
The most significant areas identified were the Companies Act 2006 and the
regulations concerning the company's listing on the London Stock Exchange.
As part of our audit planning process, we assessed the different areas of the
financial statements, including disclosures, for the risk of material
misstatement. This included considering the risk of fraud where direct
enquiries were made of management and those charged with governance concerning
both whether they had any knowledge of actual or suspected fraud and their
assessment of the susceptibility of fraud.
We have read board and committee minutes of meetings, as well as regulatory
announcements, as part of our risk assessment process to identify events or
conditions that could indicate an incentive or pressure to commit fraud or
provide an opportunity to commit fraud. As part of this process, we have
considered whether remuneration incentive schemes or performance targets exist
for the Directors.
In addition to the risk of management override of controls, we have considered
the fraud risk related to any unusual transactions or unexpected
relationships, including assessing the risk of undisclosed related
party transactions. Our procedures to address this risk included testing a
risk-based selection of journal transactions, both at the year end and
throughout the year.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor's report.
Use of Our Report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Colin Ellis FCCA CF (Senior Statutory Auditor)
For and on behalf of ANSTEY BOND LLP,
Statutory Auditors & Chartered Accountants
1-2 Charterhouse Mews
London
EC1M 6BB
30(th) April 2025
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2024
Note 2024 2023
US$ US$
Administrative expenses 6 (#Ref39670840) (412,589) (571,548)
Loss from operations (412,589) (571,548)
Finance expense, net 7 (#Ref39670849) (234,160) (163,705)
Other income 4,662 -
Loss before taxation 4 (#Ref39670864) (642,087) (735,253)
Income tax expense 8 (#Ref39670873) - -
Loss for the year attributable to
equity holders of the parent company (642,087) (735,253)
Other comprehensive income
Gain/(loss) on translation of parent net assets and results from functional 55,743 (181,339)
currency into presentation currency
Total comprehensive loss for the year (586,344) (916,592)
Loss per share - Basic and diluted, US$ 9 (#Ref512249609) (0.001) (0.007)
The notes form part of these Financial Statements.
Consolidated Statement of Financial Position
as at 31 December 2024
Note 2024 2023
US$ US$
Assets
Current assets
Prepayments and other receivables 13 (#Ref512162740) 266,861 28,769
Cash and cash equivalents 14 (#Ref512162746) 20,465 738
Total current assets 287,326 29,507
Total assets 287,326 29,507
Current liabilities
Trade and other payables 15 (#Ref512162757) 1,742,900 1,419,494
Borrowings 16 (#Ref39670952) 2,672,891 2,522,708
Total current liabilities 4,415,791 3,942,202
Total liabilities 4,415,791 3,942,202
Share capital 17 (#Ref39670958) 1,250,458 1,105,547
Share premium 3,789,365 3,619,332
Share-based payments reserve 474,792 474,792
Warrants reserve 430,828 375,198
Merger reserve 31,212,041 31,212,041
Foreign currency translation reserve (38,850) (94,593)
Accumulated losses (41,247,099) (40,605,012)
Total capital and reserves (4,128,465) (3,912,695)
Total equity and liabilities 287,326 29,507
The Financial Statements were approved and authorised for issue by the Board
of Directors on 30 April 2025 and were signed on its behalf by:
Paul Forrest
Director
The notes form part of these Financial Statements.
Consolidated Statement of Changes in Equity
Share capital Share premium Other Accumulated losses Total
reserves
US$ US$ US$ US$ US$
Equity at 1 January 2023 1,105,547 3,619,332 32,148,777 (39,869,759) (2,996,104)
Loss for the year - - - (735,253) (735,253)
Other comprehensive income for the year - - (181,339) - (181,339)
Total comprehensive loss for the year - - (181,339) (735,253) (916,592)
Equity at 31 December 2023 1,105,547 3,619,332 31,967,438 (40,605,012) (3,912,695)
Loss for the year - - - (642,087) (642,087)
Other comprehensive loss for the year - - 55,743 - 55,743
Total comprehensive loss for the year - - 55,743 (642,087) (586,344)
Issue of shares 144,911 170,033 - - 314,944
Issue of share warrants - - 55,630 - 55,630
Total transactions with shareholders 144,911 170,033 55,630 - 370,574
Equity at 31 December 2024 1,250,458 3,789,365 32,078,811 (41,247,099) (4,128,465)
Other Reserves
Merger reserve Share-based payments reserve Warrants reserve Foreign currency translation reserve Total Other reserves
US$ US$ US$ US$ US$
Other reserves at 1 January 2023 31,212,041 474,792 375,198 86,746 32,148,777
Other comprehensive loss for the year - - - (181,339) (181,339)
Total comprehensive loss for the year - - - (181,339) (181,339)
Issue of warrants - - - - -
Other reserves at 31 December 2023 31,212,041 474,792 375,198 (94,593) 31,967,438
Other comprehensive loss for the year - - - 55,743 55,743
Total comprehensive loss for the year - - - 55,743 55,743
Issue of share warrants - - 55,630 - 55,630
Other reserves at 31 December 2024 31,212,041 474,792 430,828 (38,850) 32,078,811
Consolidated Statement of Cash Flows
Notes 2024 2023
US$ US$
Cash flow from operating activities
Loss before taxation (642,087) (735,253)
Adjustments for:
Finance expenses 7 (#Ref39670849) 213,784 196,448
Unrealised foreign exchange movements 7 (1,267) (20,009)
Operating cashflows before working capital changes (429,570) (558,814)
Changes in working capital:
Increase in payables 348,007 437,923
(Increase)/decrease in receivables (240,400) 2,661
Net cash used in operating activities (321,963) (118,230)
Financing activities
Issue of ordinary shares, net of share issue costs 17 (#Ref39671520) 370,687 -
Proceeds from new borrowings 16 (#Ref39670952) (28,565) 98,508
Net cash flow from financing activities 342,122 98,508
Net (decrease in cash and cash equivalents in the year 20,159 (19,722)
Cash and cash equivalents at the beginning of the year 738 20,421
Effect of the translation of cash balances into presentation currency (432) 39
Cash and cash equivalents at the end of the year 20,465 738
Total cash and cash equivalents at the end of the year 20,465 738
Notes to the Consolidated Financial Information
1. General Information
The Company is incorporated and registered in England and Wales as a public
limited company. The Company's registered number is 09976843 and its
registered office is at Salisbury House, London Wall, London EC2M 5PS. On 4
October 2017, the Company's shares were admitted to the Official List (by way
of Standard Listing) and to trading on the London Stock Exchange's Main
Market.
With effect from admission, the Company has been subject to the Listing Rules
and the Disclosure Guidance and Transparency Rules (and the resulting
jurisdiction of the UK Listing Authority) to the extent such rules apply to
companies with a Standard Listing pursuant to Chapter 14 of the Listing
Rules.
The principal activity of the Company is that of an investment company,
currently focused on acquiring a new business with adequate scale and growth
potential to be listed on the Standard Listing of the London Stock Exchange.
The individual financial statements of the Company ("Company financial
statements") have been prepared in accordance with the Companies Act 2006
which permits a Company that publishes its Company and Group financial
statements together, to take advantage of the exemption in Section 408 of the
Companies Act 2006, from presenting to its members its Company Income
Statement and related notes that form part of the approved Company financial
statements.
2. Accounting Policies
The accounting policies set out below have been applied consistently to all
periods presented in these consolidated financial statements.
The Group Financial statements are presented in US Dollars as historically the
entirety of the Company's operations have been located in the United States.
New Standards, Amendments and Interpretations Not Yet Adopted
At the date of approval of these Financial Statements, the following standards
and interpretations, which have not been applied in these Financial Statements
were in issue but not yet effective:
§ IFRS 18 : Presentation and disclosure in financial statements; and
§ Amendments to IFRS 9 and 7 : Classification, measurement and disclosure
of financial instruments
The Directors have considered those standards and interpretations, which have
not been applied in the
financial statements but are relevant to the Group's operations, that are in
issue but not yet effective and do not consider that they will have a material
impact on the future results of the Group.
Standards Adopted Early by the Company
The Company has not adopted any standards or interpretations early in either
the current or the preceding financial period.
Basis of Preparation
The Financial Statements have been prepared in accordance with UK adopted
International Accounting Standards ("IFRS") and the requirements of the
Companies Act applicable to companies reporting under IFRS.
The Financial Statements are prepared on a going concern basis and under the
historical cost convention.
Basis of Consolidation
The Company was incorporated on 29 of January 2016; On the 4th of October 2017
it acquired Coos Bay Energy LLC. At the time of its acquisition by the
Company, Coos Bay Energy LLC consisted of Coos Bay Energy LLC and its wholly
owned US Group. It is the Directors' opinion that the Company at the date of
acquisition of Coos Bay Energy LLC did not meet the definition of a business
as defined by IFRS 3 and therefore the acquisition was outside of the IFRS 3
scope.
Where a party to an acquisition fails to satisfy the definition of a business,
as defined by IFRS 3, management have decided to adopt a "merger accounting"
method of consolidation as the most relevant method to be used.
Going Concern
The Group Financial Statements have been prepared on a going concern basis,
which assumes that the Group will continue to be able to meet its liabilities
as they fall due for the foreseeable future.
The Board has considered this in light of the Company's recent
recapitalization and debt restructuring efforts, which took the form of a
Company Voluntary Arrangement (CVA) which was completed on 19 February 2025.
The terms of the CVA, approved at meetings of the creditors and shareholders
on 5 September 2024, are that all amounts owed was settled via a mix of
cash and convertible loan notes.
The Directors note that, notwithstanding the debt reduction and capitalization
anticipated by the passage of the CVA referenced above, the Group will need
additional funding to continue operations for the foreseeable future. On 11
February 2025, the Company raised £99,000 before expense through a placing of
659,999,997 new ordinary shares.The Directors are confident however that the
Group will still be able to raise, as required, sufficient cash to enable it
to continue its operations to continue to meet, as and when they fall due, its
liabilities for at least the next 12 months from the date of approval of the
Group Financial Statements. The Group Financial Statements have, therefore,
been prepared on the going concern basis.
However, as there can be no certainty that over access to future funding by
the Company, following the passage of the CVA, there exists a material
uncertainty as to the Group's ability to continue as a going concern.
Functional Currency
Functional and Presentation Currency
The individual financial information of each Group entity is measured in the
currency of the primary economic environment in which the entity operates (its
functional currency). The Company's functional currency is UK Pound Sterling
(£). All other companies, belonging to the Corpus Group, have US Dollar as
their functional currency. The Group Financial Statements are presented in US
Dollars ($).
Transactions and Balances
Transactions in foreign currencies are converted into the respective
functional currencies on initial recognition, using the exchange rates
approximating those ruling at the transaction dates. Monetary assets and
liabilities at the end of the reporting period are translated at the rates
ruling as of that date.
Non-monetary assets and liabilities are translated using exchange rates that
existed when the values were determined. All exchange differences are
recognised in profit or loss.
On consolidation, the assets and liabilities of the Group's Pound Sterling
operations are translated into the Group's presentational currency (US Dollar)
at exchange rates prevailing at the reporting date. Income and expense items
are translated at the average exchange rates for the period unless exchange
rates have fluctuated significantly during the year, in which case the
exchange rate at the date of the transaction is used. All exchange differences
arising, if any, are recognised as other comprehensive income and are
transferred to the Group's foreign currency translation reserve.
Rates applied in these Financial Statements:
2024 2023
Closing USD/GBP rate at 31 December 1.2535 1.273
Average USD/GBP rate for the year 1.2786 1.2432
Impairment
Impairment of Financial Assets
All financial assets are assessed at the end of each reporting period as to
whether there is any objective evidence of impairment as a result of one or
more events having an impact on the estimated future cash flows of the asset.
For an equity instrument, a significant or prolonged decline in the fair value
below its cost is considered to be objective evidence of impairment.
An impairment loss in respect of financial assets carried at amortised cost is
recognised in profit or loss and is measured as the difference between the
asset's carrying amount and the present value of estimated future cash flows,
discounted at the financial asset's original effective interest rate.
If, in a subsequent period, the amount of the impairment loss decreases and
the decrease can be related objectively to an event occurring after the
impairment was recognised, the previously recognised impairment loss is
reversed through profit or loss to the extent that the carrying amount of the
financial asset at the date the impairment is reversed does not exceed what
the amortised cost would have been had the impairment not been recognised.
When there is a change in the estimates used to determine the recoverable
amount, a subsequent increase in the recoverable amount of an asset is treated
as a reversal of the previous impairment loss and is recognised to the extent
of the carrying amount of the asset that would have been determined (net of
amortisation and depreciation) had no impairment loss been recognised. The
reversal is recognised in profit or loss immediately, unless the asset is
carried at its revalued amount, in which case the reversal of the impairment
loss is treated as a revaluation increase.
Financial Instruments
Financial instruments are recognised in the statements of financial position,
when the Group has become a party to the contractual provisions of the
instruments.
Financial Assets
The Group classifies its financial assets as financial assets carried at
amortised cost, cash and cash equivalents and restricted cash. Financial
assets are initially measured at fair value and subsequently carried at
amortised cost.
Financial assets are derecognized, when the contractual rights to receive cash
flows from the financial assets have expired or have been transferred and the
Group has transferred substantially all the risks and rewards of ownership. On
de-recognition of a financial asset in its entirety, the difference between
the carrying amount and the sum of the consideration received and any
cumulative gain or loss that had been recognised in other comprehensive income
is recognised in profit or loss.
Amortised Cost
These assets incorporate such types of financial assets, where the objective
is to hold these assets in order to collect contractual cash flows and the
contractual cash flows are solely payments of principal and interest. They are
initially recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue and are subsequently carried at
amortised cost, using the effective interest rate method, less provision for
impairment. Impairment provisions receivables are recognised based on the
simplified approach within IFRS 9, using a provision matrix in the
determination of the lifetime expected credit losses. During this process, the
probability of the non-payment of the receivables is assessed. This
probability is then multiplied by the amount of the expected loss arising from
default to determine the lifetime expected credit loss for the receivables. On
confirmation that the receivable will not be collectable, the gross carrying
value of the asset is written off against the associated provision.
Impairment provisions for receivables from related parties and loans to
related parties are recognised based on a forward-looking expected credit loss
model. The methodology, used to determine the amount of the provision, is
based on whether there has been a significant increase in credit risk since
initial recognition of the financial asset. For those where the credit risk
has not increased significantly since initial recognition of the financial
asset, twelve month expected credit losses, along with gross interest income,
are recognised. For those for which credit risk has increased significantly
but not determined to be credit impaired, lifetime expected credit losses
along with the gross interest income are recognised. For those that are
determined to be credit impaired, lifetime expected credit losses along with
interest income on a net basis are recognised.
The Group's financial assets, measured at amortised cost, comprise other
receivables and cash and cash equivalents in the Consolidated Statement of
Financial Position.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand, bank balances, bank
overdrafts, deposits with financial institutions and short-term, highly liquid
investments that are readily convertible to known amounts of cash and which
are subject to an insignificant risk of changes in value.
Financial Liabilities
Financial liabilities are recognised when the Group becomes a party to the
contractual provisions of the financial instrument.
Financial instruments are classified as liabilities or equity in accordance
with the substance of the contractual arrangement. Interest, dividends, gains
and losses, relating to a financial instrument classified as a liability, are
reported as an expense or income. Distributions to holders of financial
instruments classified as equity are charged directly to equity.
All financial liabilities are recognised initially at fair value less
financial costs and subsequently measured at amortised cost, using the
effective interest method other than those categorised as fair value through
the Statement of Comprehensive Income.
A financial liability is derecognised when the obligation under the liability
is discharged, cancelled or expires. When an existing financial liability is
replaced by another from the same party on substantially different terms, or
the terms of an existing liability are substantially modified, such an
exchange or modification is treated as a de-recognition of the original
liability and the recognition of a new liability and the difference in the
respective carrying amounts is recognised in the Income Statement.
Financial liabilities include the following items:
▪ Bank borrowings are initially recognised at fair value net of any
transaction costs directly attributable to the issue of the instrument. Such
interest-bearing liabilities are subsequently measured at amortised cost,
using the effective interest rate method, which ensures that any interest
expense over the period to repayment is at a constant rate on the balance of
the liability carried in the consolidated statement of financial position. For
the purposes of each financial liability, interest expense includes initial
transaction costs and any premium payable on redemption as well as any
interest or coupon, payable while the liability is outstanding;
▪ Liability components of convertible loan notes are measured as
described further below;
▪ Trade payables and other short-term monetary liabilities, which
are initially recognised at fair value and subsequently carried at amortised
cost, using the effective interest method.
Convertible Debt
The proceeds, received on issue of the Group's convertible debt, are allocated
into their liability and equity components. The amount, initially attributed
to the debt component, equals the discounted cash flows, using a market rate
of interest that would be payable on a similar debt instrument that does not
include an option to convert. Subsequently, the debt component is accounted
for as a financial liability, measured at amortised cost until extinguished on
conversion or maturity of the bond. The remainder of the proceeds is allocated
to the conversion option and is recognised as a separate equity component
within shareholders' equity, net of income tax effects.
Equity instruments
(Ordinary Shares)
Ordinary shares are classified as equity. Incremental costs, directly
attributable to the issue of new shares, are shown in Share Premium account as
a deduction, net of tax, from proceeds. Dividends on ordinary shares are
recognised as liabilities, when approved for distribution is allocated to the
conversion option and is recognised as a separate equity component within
shareholders' equity, net of income tax effects.
Warrants
Warrants classified as equity are recorded at fair value as of the date of
issuance on the Company's Consolidated Statement of Financial Position and no
further adjustments to their valuation are made. Management estimates the fair
value of these liabilities, using option pricing models and assumptions that
are based on the individual characteristics of the warrants or instruments on
the valuation date as well as assumptions for future financings, expected
volatility, expected life, yield and risk-free interest rate.
Taxation
Income tax for each reporting period comprises current and deferred tax.
Current tax is the expected amount of income taxes, payable in respect of the
taxable profit for the year and is measured, using the tax rates that have
been enacted or substantively enacted at the end of the reporting period.
Deferred tax is provided in full, using the liability method, on temporary
differences, arising between the tax bases of assets and liabilities and their
carrying amounts in the Group Financial Statements.
Deferred tax assets are recognised for all deductible temporary differences,
unused tax losses and unused tax credits to the extent that it is probable
that future taxable profits will be available against which the deductible
temporary differences, unused tax losses and unused tax credits can be
utilised. The carrying amounts of deferred tax assets are reviewed at the end
of each reporting period and reduced to the extent that it is no longer
probable that sufficient future taxable profits will be available to allow all
or part of the deferred tax assets to be utilised.
Deferred tax liabilities are recognised for all taxable temporary differences
other than those that arise from goodwill or excess of the Group's interest in
the net fair value of the acquired Company's identifiable assets, liabilities
and contingent liabilities over the business combination costs or from 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 profit nor taxable profit.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply in the period, when the asset is realised or the liability
is settled, based on the tax rates that have been enacted or substantively
enacted at the end of the reporting period.
Deferred tax assets and liabilities are offset, when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when the deferred income taxes relate to the same taxation
authority.
Unrecognised deferred tax assets are reassessed at each reporting date and are
recognised to the extent that it has become probable that future taxable
profit will allow deferred tax assets to be recovered.
Deferred tax, relating to items recognised outside profit or loss, is
recognised outside profit or loss. Deferred tax items are recognised in
correlation to the underlying transactions either in other comprehensive
income or directly in equity.
Deferred tax assets and liabilities are recognized, where the carrying amount
of an asset or liability in the Consolidated 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 joint arrangements, where the Group 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.
Employee Benefits
Short-Term Benefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary
benefits are accrued in the period in which the associated services are
rendered by employees of the Group.
Post-Employment Benefits
The Group does not currently make provision for post-employment benefits by
way of pension plans or similar arrangements.
Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized, when the Group has a present or constructive
obligation as a result of past events, when it is probable that an outflow of
resources, embodying economic benefits, will be required to settle the
obligation and when a reliable estimate of the amount can be made. Provisions
are reviewed at the end of each financial reporting period and adjusted to
reflect the current best estimate. Where the effect of the time value of money
is material, the provision is the present value of the estimated expenditure
required to settle the obligation.
A contingent liability is a possible obligation that arises from past events
and whose existence will only be confirmed by the occurrence of one or more
uncertain future events not wholly within the control of the Group. It can
also be a present obligation arising from past events that is not recognised
because it is not probable that an outflow of economic resources will be
required or the amount of obligation cannot be measured reliably.
A contingent liability is not recognised but is disclosed in the notes to the
Financial Statements. When a change in the probability of an outflow occurs so
that the outflow is probable, it will then be recognised as a provision.
A contingent asset is a probable asset that arises from past events and whose
existence will be confirmed only by the occurrence or non-occurrence of one or
more uncertain events not wholly within the control of the Group. The Group
does not recognise contingent assets but discloses its existence, where
inflows of economic benefits are probable, but not virtually certain.
Share-Based Payment Arrangements
Equity-settled share-based payments to employees and others, providing similar
services, are measured at the fair value of the equity instruments at the
grant date. Details regarding the determination of the fair value of
equity-settled share-based transactions are set out in note 18 to the Group
Financial Statements.
The fair value determined at the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over the vesting period, based
on the Directors' estimate of equity instruments that will eventually vest,
with a corresponding increase in equity. Where the conditions are non-vesting,
the expense and equity reserve, arising from share-based payment transactions
is recognised in full immediately on grant.
At the end of each reporting period, the Directors revise their estimate of
the number of equity instruments expected to vest. The impact of the revision
of the original estimates, if any, is recognised in profit or loss such that
the cumulative expense reflects the revised estimate, with a corresponding
adjustment to other reserves.
Operating Segments
An operating segment is a component of the Group that engages in business
activities from which it may earn revenues and incur expenses. The results of
an operating segment are reviewed regularly by the chief operating decision
maker to make decisions about resources to be allocated to the segment and
assess its performance, and for which discrete financial information is
available.
Summary of Critical Accounting Estimates and Judgments
The preparation of the Group Financial Statements, in conformity with IFRS,
requires the use of certain critical accounting estimates. It also requires
the Directors to exercise their judgment in the process of applying the
accounting policies, which are detailed above. These judgments are continually
evaluated by the Directors and management and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
The key estimates and underlying assumptions, concerning the future and other
key sources of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial period are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in the period
in which the estimate is revised if the revision affects only that period or
in the period of the revision and future periods if the revision affects both
current and future periods.
The prime areas, involving a higher degree of judgment or complexity, where
assumptions and estimates are significant to the Financial Statements, are as
follows:
Going Concern
The Group Financial Statements have been prepared on a going concern basis as
the Directors have assessed the Group's ability to continue in operational
existence for the foreseeable future. See Going Concern sectiofor more
details.
The Group Financial Statements do not include the adjustments that would
result if the Group were not to continue as a going concern.
3. Segmental Analysis
IFRS 8 "Operating Segments" requires operating segments to be identified on
the basis of internal reports about components of the Group that are regularly
reviewed by the chief operating decision maker (which takes the form of the
Directors) as defined in IFRS 8 "Operating Segments", in order to allocate
resources to the segment and to assess its performance.
The principal activity of the Company is that of an investment company,
currently focused on acquiring a new business with adequate scale and growth
potential to operate successfully on the Standard List of the London Stock
Exchange. At 31 December 2024 and 31 December 2023, the Directors consider
there is one reportable operating segment. Accordingly, an analysis of segment
profit or loss, segment assets, segment liabilities and other material items
has not been presented.
The Group operates in one geographic area, being the UK.
4. Loss for the Year Before Taxation
Loss before tax is stated after charging / (crediting): 2024 2023
US$ US$
Auditor's remuneration:
- fees payable to the Company's auditor for the audit of the 38,359 37,297
consolidated and Company financial statements
Foreign currency translation loss / (gain) 20,376 (32,743)
5. Directors and Staff
The Director's, who served in the period, are as follows:
Appointed Resigned
Paul Forrest 20.09.2024 -
Richard Glass 20.09.2024
John McGoldrick 20.09.2024
Scott Kaintz 10.12.2024
Owen May 29.05.2024
Remuneration of Key Management Personnel
The following table sets forth the compensation awarded, paid to or earned by
each Director during the year:
2024 Directors' Social Total cash-compensation Share-based Payments (options) Total
fees security US$ US$ compensation
US$ costs US$
US$
Paul Forrest 21,524 2,970 24,494 - 24,494
Richard Glass 21,524 2,970 24,494 - 24,494
John McGoldrick 39,173 - 39,173 - 39,173
Scott Kaintz (34,141) (6,177) (40,318) - (40,318)
Owen May 13,314 - 13,314 - 13,314
Total Directors' compensation 61,394 (237) 61,157 - 61,157
2023 Directors' Social Total cash-compensation Share-based Payments (options) Total
fees security US$ US$ compensation
US$ costs US$
US$
John McGoldrick 62,161 - 62,161 - 62,161
Scott Kaintz 149,187 20,588 169,775 - 169,775
Owen May 31,081 - 31,081 - 31,081
Total Directors' compensation 242,429 20,588 263,017 - 263,017
John McGoldrick has, through agreement with the Company, agreed to defer
payment of his Director's compensation from 2017 to 2024, which at 31 December
2024 totaled $400,386 and has been recognized in other payables at the
reporting date and was settled as part of the CVA completion on 19 Feb 2025.
Owen May has, through agreement with the Company, agreed to defer payment of
his Director's compensation from 2018 to 2024, which at 31 December 2024
totaled $157,694 and has been recognized in other payables at the reporting
date and was settled as part of the CVA completion on 19 Feb 2025.
As at 31 December 2024 Scott Kaintz was owed $262,110 in unpaid salary and has
been recognized in other payables at the reporting date and was settled as
part of the CVA completion on 19 Feb 2025.
6. Administrative Expenses
2024 2023
US$ US$
Staff costs
Directors' salaries 61,394 242,429
Employers NI (237) 20,588
Consultants 43,985 38,264
Professional services
Accounting, audit & taxation 78,664 83,376
Legal 735 5,371
Marketing 3,377 (3,418)
Broker fees - 34,476
Regulatory compliance 141,090 87,418
Standard Listing Regulatory Costs - -
Travel 14,144 109
Business development - -
Office and Admin
General (15,950) 7,947
IT costs 1,373 521
Temporary storage and office rent 47,240 12,154
Insurance 36,774 42,313
Total administrative costs 412,589 571,548
7. Finance Expense (net)
2024 2023
US$ US$
Foreign exchange loss/(gain) 20,376 (32,743)
Interest expense on promissory notes and other short-term loans 213,784 196,448
Total finance expense 234,160 163,705
8. Taxation
The Group has made no provision for taxation as it has not yet generated any
taxable income. A reconciliation of income tax expense, applicable to the loss
before taxation at the statutory tax rate to the income tax expense at the
effective tax rate of the Group, is as follows:
2024 2023
US$ US$
Loss before tax (642,087) (735,253)
UK corporation tax credit at 19.00% (2023: 19.00%) (121,997) (139,698)
Effect of non-deductible expense 104 108
Differences in overseas tax rates 559 (533)
Effect of tax benefit of losses carried forward 121,334 140,123
Current tax (credit) - -
As at 31 December 2024, the tax effects of temporary timing differences,
giving rise to deferred tax assets, was US$1,982,821 (2023: US$1,861,487).
A deferred tax asset in respect of these losses and temporary differences has
not been established as the Group has not yet generated any revenues and the
Directors have, therefore, assessed the likelihood of future profits being
available to offset such deferred tax assets to be uncertain.
9. Loss Per Share
The basic loss per share is derived by dividing the loss for the year
attributable to ordinary shareholders of the Company by the weighted average
number of shares in issue.
Diluted loss per share is derived by dividing the loss for the year
attributable to ordinary shareholders of the Company by the weighted average
number of shares in issue plus the weighted average number of ordinary shares
that would be issued on conversion of all dilutive potential ordinary shares
into ordinary shares.
The following reflects the loss and share data used in the basic and diluted
loss per share computations:
2024 2023
(Loss) after tax attributable to the shareholders of the parent (US$) (642,087) (735,253)
Weighted average number of ordinary shares of £0.01 in issue used calculation 1,232,973,465 99,639,565
of in basic and diluted EPS
(Loss) per share - basic and fully diluted (US$) (0.001) (0.007)
At 31 December 2024 and 31 December 2023, the effect of all potential ordinary
shares and contingently issuable shares, that are presented in the table
below, was anti-dilutive as it would lead to a further reduction of loss per
share, therefore, these instruments were not included in the diluted loss per
share calculation.
2024 2023
Number Number
Share options granted to employees - fully vested at the end of the respective - -
period
Warrants given to shareholders as a part of placing equity instruments - fully - -
vested at the end of the respective period
Total instruments fully vested - -
Total number of instruments and potentially issuable instruments (vested and - -
not vested) not included into the fully diluted EPS calculation
10. Intangible Assets
2024 2023
Exploration and evaluation expenditure US$ US$
Cost:
At the beginning of the year 24,716,316 24,716,316
Additions - exploration costs capitalised - -
At the end of the year 24,716,316 24,716,316
Impairment provision:
At the beginning of the year (24,716,316) (24,716,316)
Provision for the year - -
At end of the year (24,716,316) (24,716,316)
Net Book Value - -
Environmental Matters
The Group has established procedures for a continuing evaluation of its
operations to identify potential environmental exposures and to assure
compliance with regulatory policies and procedures. The Directors monitor
these laws and regulations and periodically assesses the propriety of its
operational and accounting policies related to environmental issues. The
nature of the Group's business requires routine day-to-day compliance with
environmental laws and regulations. The Group has incurred no material
environmental investigation, compliance or remediation costs for each of the
years ended 31 December 2024 and 31 December 2023. The Directors are unable to
predict whether the Group's future operations will be materially affected by
these laws and regulations. It is believed that legislation and regulations,
relating to environmental protection will not materially affect the results of
operations of the Group.
11. Subsidiary Undertakings
The Group has the following subsidiary undertakings:
Name Country of incorporation Issued capital Proportion held by Group Activity
Coos Bay Energy LLC USA Membership interests 100% Holding company
Westport Energy Acquisitions Inc. USA Shares 100% Holding company
Westport Energy LLC USA Membership interests 100% Oil and gas exploration
Coos Bay Energy LLC is a limited liability corporation incorporated in Nevada,
USA whose registered office is 1370 Crowley Avenue SE, Portland, Oregon 97302,
USA.
Westport Energy Acquisition Inc. was incorporated in May 2010 in Delaware,
USA. Its registered office is located at 100 Overlook Center, 2nd Floor,
Princeton Junction, NJ 08540, USA.
Westport Energy LLC was incorporated in December 2008 in Delaware, USA. Its
registered office is located at 100 Overlook Center, 2nd Floor, Princeton
Junction, NJ 08540, USA.
12. Restricted Cash
Restricted cash of $125,000 comprises funds was held as collateral to support
stand-by letters of credit related to the Group's oil and gas properties. The
letters of credit secure the reclamation obligations under the leases and
state law. The cash can be taken by Umpqua Bank in the event the letters of
credit are drawn on by the State of Oregon, Department of Geology &
Mineral Industries (DOGAMI). The cash is held in the form of a Certificate of
Deposit. In 2022 the Group recognized a provision for reclamation
obligations equivalent to the entire restricted cash balance in recognition of
the fact that recovery of these funds would likely be nil following completion
of reclamation work on these oil and gas properties. This provision has been
offset against the restricted cash balance as permitted by IAS 32.
13. Prepayments and Other Receivables
2024 2023
US$ US$
VAT recoverable 21,177 2,523
Other debtors 245,684 26,246
Total prepayments and other receivables 266,861 28,769
The fair value of receivables and deposits approximates their carrying amount
as the impact of discounting is not significant. The receivables are not
impaired and are not past due.
Other debtors includes deposit made to the CVA supervisor to cover fees and
out of pocket expense that is expected to incur during the the CVA process.
This also includes funds for the settlement of the final cash distribution to
the Creditor as determined by the final outcome of the CVA.. As at 31 December
2024 the CVA has not been completed. Please see note 22 for further detail.
14. Cash and Cash Equivalents
For the purpose of the Statements of Financial Position, cash and cash
equivalents comprise the following:
2024 2023
US$ US$
Cash in hand and at bank 20,465 738
15. Trade and Other Payables
2024
2023
US$ US$
Trade and other payables 813,982 389,297
Accruals 928,918 1,030,197
Total financial liabilities, excluding loans and borrowings, classified as 1,742,900 1,419,494
financial liabilities measured at amortised cost
Other payables - tax and social security payments - -
Total trade and other payables 1,742,900 1,419,494
16. Borrowings
Details of the notes and borrowings originated by the Group are disclosed in
the table below:
Origination date Contractual settlement date Original note value in original currency Annual interest rate Security Status at 31 December 2024
C4 Energy Ltd 22 Sept 2017 Conversion/Repayment at RTO date $200,000 15% unsecured Outstanding
Bruce Edwards 1 Sep 2017 Conversion at RTO date $100,000 15% unsecured Outstanding
HNW Investor Group 1 July 2019 Conversion/Repayment at RTO date £263,265 13% 100% interest in Coos Bay LLC Outstanding
Sun Seven Stars Investment Group ("SSSIG") 13 Mar 2020 Conversion/Repayment at RTO date £260,000 10% unsecured Outstanding
Poseidon Plastics Limited ("PPL") 2 February 2021 Conversion/Repayment at RTO date £590,000 10% unsecured Outstanding
Technology Metals Market Limited (''TM2'') 19 April 2023 Conversion/Repayment at RTO date £59,500 10% unsecured Outstanding
*Following the CVA completion on 19 February 2025, the above borrowings are
fully settled.
2024 2023
US$ US$
At 1 January 2,522,708 2,133,832
Received during the year - 98,507
Repayment in the year (28,565) -
Interest accrued during the year 211,801 194,335
Exchange rate differences (33,053) 96,034
Short-term loans and borrowings 31 December 2,672,891 2,522,708
Reconciliation of Liabilities Arising from Financing Activities
31 Dec 2023 Cash flows Proceeds from new borrowings Non-cash flow Forex movement Non-cash flow Interest accrued 31 Dec 2024
HNW Investor Group 498,555 - (8,508) 43,760 533,807
C4 Energy Ltd. 352,378 - - 30,000 382,378
Technology Metals 75,744 - (1,346) 11,905 86,303
Bruce Edwards 192,349 - - 15,000 207,349
Sun Seven Stars Investment Group ("SSSIG") 451,474 - (7,579) 33,244 477,139
Poseidon Plastics Ltd ("PPL") 925,962 - (15,697) 75,650 985,915
Other (Premium Credit) 26,246 (28,565) 78 2,241 -
Total liabilities from financing activities 2,522,708 (28,565) (33,052) 211,800 2,672,891
31 Dec 2022 Cash flows Proceeds from new borrowings Non-cash flow Forex movement Non-cash flow Interest accrued 31 Dec 2023
HNW Investor Group 431,208 - 24,798 42,549 498,555
C4 Energy Ltd. 322,378 - - 30,000 352,378
Technology Metals - 73,971 1,773 - 75,744
Bruce Edwards 177,349 - - 15,000 192,349
Sun Seven Stars Investment Group ("SSSIG") 396,510 - 22,640 32,324 451,474
Poseidon Plastics Ltd ("PPL") 806,387 - 46,219 73,356 925,962
Other (Premium Credit) - 24,536 603 1,107 26,246
Total liabilities from financing activities 2,133,832 98,507 96,033 194,336 2,522,708
17. Share Capital
Authorised Share Capital
As permitted by the Companies Act 2006, the Company does not have an
authorised share capital. The Company has one class of ordinary shares, which
carry no right to fixed income. The ordinary shares carry the right to one
vote per share at General Meetings of the Company and the rights to share in
any distribution of profits or returns of capital and to share in any residual
assets available for distribution in the event of a winding up.
Issued Equity Share Capital
Ordinary shares, number Deferred shares, number Share capital, US$
At 1 January 2023 99,639,565 83,032,971 1,105,547
At 31 December 2023 99,639,565 83,032,971 1,105,547
At 31 December 2024 1,232,973,465 83,032,971 1,250,458
Number Number Share Capital, US$ Number Share Capital, US$
Ordinary shares of £0.0001 Deferred shares of £0.0099 Ordinary shares of £0.01 before subdivision
Issued and fully paid
Existing Ordinary Shares of £0.01 each immediately before subdivision - - - 83,032,972 1,103,457
After subdivision*:
New Ordinary shares of £0.0001 each 83,032,972 - 11,035 - -
Deferred Shares of £0.0099 each - 83,032,971 1,092,422 - -
Post reorganization issue of shares 16,606,59 - 2,090 - -
September 2024 issue of shares 1,133,333,900 - 144,911 - -
Total Share Capital 1,250,458 - -
1,232,973,465 83,032,971
*On 6 May 2020, the Company's shareholders approved the subdivision and
re-designation of the 83,032,971 Existing Ordinary Shares ("Existing Ordinary
Shares") of £0.01 each in the capital of the Company into (i) 83,032,971 New
Ordinary Shares ("New Ordinary Shares") of £0.0001 each and (ii) 83,032,971
Deferred Shares ("Deferred Shares") of £0.0099 each in the capital of the
Company, and to amend the Company's Articles of Association accordingly.
On 18 September 2024 the Company issued 1,133,333,900 ordinary shares at a
placing price of £0.0003 per shares to raise £340,000 gross before costs for
working capital requirements.
Each New Ordinary Share carries the same rights in all respects under the
amended Articles of Association as each Existing Ordinary Share did under the
existing Articles of Association, including the rights in respect of voting
and the entitlement to receive dividends. Each Deferred Share carries no
rights and is deemed effectively valueless.
18. Share Based Payments
Employee Share Options
At 31 December 2024, the Company had no outstanding options to subscribe for
ordinary shares.
2024 2023
Number of Weighted Number of Weighted
options average options average
exercise exercise
price price
£ £
Outstanding at the beginning of the year - - - -
Expired in the year - - - -
Outstanding at the end of the year - - - -
Vested and exercisable at the end of the year - - - -
During the financial year, no options (2023: none) were granted. The weighted
average fair value of each option granted during the year was £nil (2023:
nil).
The exercise price of options outstanding on 31 December 2024 was £nil(31
December 2023: £nil). Their weighted average remaining contractual life was
nil years (2023: nil years).
No options were exercised during the reporting year (2023: nil).
Warrants
In 2024, the following warrants were issued in relation to the issued shares
for the year.
2024 2023
Number of Number of
warrants warrants
Outstanding at the beginning of the year - -
Granted during the year 1,133,333,900 -
Lapsed during the year - -
Exercised during the year - -
Outstanding at the end of the year 1,133,333,900 -
Vested and exercisable at the end of the year - -
The exercise price of warrants, outstanding on 31 December 2024 was £0.0005
(2023: £nil) Their weighted average remaining contractual life was 4.72 years
(2023: nil years).
The weighted average share price (at the date of exercise) of warrants
exercised during the year was nil (2023: nil) as no warrants were exercised.
Calculation of volatility involves significant judgement by the Directors due
to the absence of the historical trading data for the Company at the date of
the grant. Volatility number above was estimated based on the range of 5-year
month end volatilities extracted from the FTSE AIM all-Share index.
19. Reserves
Share Premium
The share premium account represents the excess of consideration received for
shares issued above their nominal value net of transaction costs.
Foreign Currency Translation Reserve
The translation reserve represents the exchange gains and losses that have
arisen from the retranslation of operations with a functional currency, which
differs to the presentation currency.
Retained Earnings
Retained earnings represent the cumulative profit and loss net of
distributions to owners.
Warrants Reserve
The warrants reserve represents the cumulative fair value of the warrants,
granted to the investors together with placement shares.
Share-Based Payment Reserve
The share-based payment reserve represents the cumulative charge for options
granted.
Merger Reserve
The merger reserve represents the cumulative share capital and membership
capital contributions of all the companies included into the legal acquire
sub-group less cost of investments into these legal acquirees.
20. Financial Instruments - Risk Management
General Objectives, Policies and Processes
The overall objective of the Directors is to set policies that seek to reduce
risk as far as possible without unduly affecting the Group's competitiveness
and flexibility. Further details regarding these policies are set out below.
The Directors review the Group's monthly reports through which they assess the
effectiveness of the processes put in place and the appropriateness of the
objectives and policies it sets.
Categories of Financial Assets and Liabilities
The Group's activities are exposed to a variety of market risk (including
currency risk) and liquidity risk. The Group's overall financial risk
management policy focuses on the unpredictability of financial markets and
seeks to minimise potential adverse effects on its financial performance.
The principal financial instruments used by the Group, from which financial
instrument risk arises, are as follows:
▪ other receivables;
▪ cash and cash equivalents;
▪ trade and other payables; and
▪ borrowings.
The carrying value of financial assets and financial liabilities, maturing
within the next 12 months, approximates their fair value due to the relatively
short-term maturity of the financial instruments.
The Group had no financial assets or liabilities carried at fair values at the
end of each reporting date.
A summary of the financial instruments held by category is provided below:
2024 2023
US$ US$
Financial assets
Cash and cash equivalents 20,465 738
Other receivables - -
Restricted cash* 125,000 125,000
Financial liabilities
Trade payables 813,982 389,297
Accruals 928,918 1,030,197
Short-term borrowings 2,672,891 2,522,708
*Note that the restricted cash balance was impaired to nil in the year end 31
December 2023, see note 12 for further details.
Credit Risk
The Group's exposure to credit risk, or the risk of counterparties defaulting,
arises mainly from notes and other receivables. The Directors manage the
Group's exposure to credit risk by the application of monitoring procedures on
an ongoing basis. For other financial assets (including cash and bank
balances), the Directors minimise credit risk by dealing exclusively with high
credit rating counterparties.
Credit Risk Concentration Profile
The Group's receivables do not have significant credit risk exposure to any
single counterparty or any group of counterparties having similar
characteristics. The Directors define major credit risk as exposure to a
concentration exceeding 10% of a total class of such asset.
The Company maintains its cash reserves in Barclays Bank UK PLC, which
maintains the following credit ratings:
Credit Agency Standard and Poor's Moody's Fitch R&I
Long Term A/Positive A1/Negative A+/Stable A+/Stable
Short Term A-1 P-1 F1 N/A
Unsupported Group Credit /Baseline Credit Assessment/Viability Rating bbb+ baa3 a N/A
Market Risk - Interest Rate Risk
Borrowings issued at fixed rates expose the Group to fair value interest rate
risk. The Directors' policy is to maintain a majority of the Group's
borrowings in fixed rate instruments. The Directors have analysed the Group's
interest rate exposure on a dynamic basis. This takes into consideration
refinancing, renewal of existing positions and alternative financing. Based on
these considerations, the Directors believe the Group's exposure to cash flow
and fair value interest rate risk is not significant.
Market Risk - Currency Risk
Currency risk is the risk that the value of financial instruments will
fluctuate due to changes in foreign exchange rates. Currency risk arises when
future commercial transactions and recognised assets and liabilities are
denominated in a currency that is not the Company's (Pound Sterling, £) or
its subsidiaries' functional currency (US$). The Group is exposed to foreign
exchange risk, arising from currency exposures primarily with respect to the
UK Pound Sterling (£). The Directors monitor the exchange rate fluctuations
on a continuous basis and act accordingly. The following sensitivity analysis
shows the effects on loss before tax of 10% increase/decrease in the exchange
rates of the US$ versus closing exchange rates of UK Pound Sterling as at 31
December 2024:
+10% -10%
US$ US$
Loss before tax Increase in loss by US$37,321 Decrease in loss by US$37,321
2024 2024 2024 2023 2023 2023
Assets and liabilities by currency of denomination, all numbers are presented US$ Total US$ Total
in US$
£ US$ £ US$
In US$ In US$
Financial assets
Cash and cash equivalents 20,374 91 20,465 (4,535) 5,273 738
Other receivables - 245,684 245,684 - - -
Restricted cash* - - - - - -
Financial liabilities
Trade payables 36,763 777,219 813,982 75,508 313,789 389,297
Accruals - 928,918 928,918 - 1,030,197 1,030,197
Short-term borrowings 589,727 2,083,164 2,672,891 544,727 1,977,981 2,522,708
*Note that the restricted cash balance has been impaired to nil at 31 December
2023, see note 12 for further details.
Liquidity Risk
The Group currently holds cash balances to provide funding for normal trading
activity. Trade and other payables and short-term borrowings are monitored as
part of normal management routine and all amounts outstanding fall due in one
year or less. Borrowings are conducted in both US$ and UK Pound Sterling and
as such the Company monitors fluctuations that may impact both present and
future liquidity levels.
Capital Management
The Group defines capital as the total equity of the Group. The Directors'
objectives, when managing capital, are to safeguard its ability to continue as
a going concern in order to provide returns for shareholders and benefits for
other stakeholders and to maintain an optimal capital structure to reduce the
cost of capital.
To meet these objectives, the Directors review the budgets and projections on
a regular basis to ensure there is sufficient capital to meet the needs of the
Group through to profitability and positive cash flow.
The capital structure of the Group consists of shareholders' equity as set out
in the consolidated statement of changes in equity. All working capital
requirements are financed from existing cash resources and borrowings.
Whilst the Group does not currently have distributable profits, it is part of
the capital strategy to provide returns for shareholders and benefits for
members in the future.
Capital for further development of the Group's activities will, where
possible, be achieved by share issues or other finance as appropriate.
In order to maintain or adjust the capital structure, the Directors may return
capital to shareholders, issue new shares or sell assets to reduce debt. It
also ensures that distributions to shareholders do not exceed working capital
requirements.
Fair Value Hierarchy
All the financial assets and financial liabilities, recognised in the Group
Financial Statements, are shown at the carrying value, which also approximates
the fair values of those financial instruments. Therefore, no separate
disclosure for fair value hierarchy is required.
21. Related Party Transactions
Balances and transactions between the Company and its subsidiaries, Coos Bay
Energy LLC, Westport Energy Acquisition Inc. and Westport Energy LLC are
eliminated on consolidation and are not disclosed in this note. Balances and
transactions between the Group and other related parties are disclosed below.
Remuneration of Directors
The remuneration of the senior Executive Management Committee members, who are
the key management personnel of the Group, is set out in aggregate for each of
the categories specified in IAS 24 "Related Party Disclosures" in note 5
(#Ref512163578) .
22. Events After the Reporting Period
On 5 September 2024 the Company's Company Voluntary Arrangement (CVA) was
approved following passage of the proposal by a vote of the Company creditors
and shareholders. The CVA was formally completed on the 19(th) February
2025.
On completion date, the following has been settled to CVA creditors:
An amount of of £59,582 was paid to critical creditors.
An amount of £100,829 was further paid to other trade creditors where this
amount represents a 3.13p per £ payable to those unsecured creditor that have
proved their respective debts in the CVA.
Issuance to all CVA creditor of a total 180,490,269 convertible unsecured
loan notes (CULN) which when converted will become an ordinary shares and
shall rank pari passu with existing ordinary shares of the Company with a
nominal value of £0.0001.
The financial impact to the company for the above CVA completion are:
A reduction in trade and other payable of £575,413
A reduction in Loans payable of £2,060,950
A reduction in Director's fee payable of £641,458
An increase in Convertible Loan Note payable of £18,049 representing the
value of issued CLN shares of 180,490,269.
On 11 February 2025, the Company raised £99,000, before expenses, through a
placing of 659,999,997 new ordinary shares of 0.01p each ("Ordinary Shares")
at a price of 0.015 pence per new Ordinary Share (the "Issue Price") (the
"Placing"). The Placing Shares each have an attaching grant of warrants
("Warrants") on a one-for-one basis, exercisable subject to the publication of
a prospectus, at a price of 0.05 pence per ordinary share, with the Warrants
expiring on the third anniversary of the admission to trading date of the
Placing Shares. The Placing Shares represent approximately 35% of the
Company's enlarged issued share capital following the Placing. The net
proceeds of the Placing will be used for working capital and to progress
reverse takeover efforts.
Company Statement of Financial Position
as at 31 December 2024
Note 2024 2023
£ £
Assets
Current assets
Trade and other receivables 28 212,892 22,599
Cash and cash equivalents 29 16,326 580
Total current assets 229,218 23,179
Total assets 229,218 23,179
Liabilities
Current liabilities
Trade and other payables 30 1,361,172 1,055,702
Borrowings 31 2,132,343 1,981,657
Total liabilities 3,493,515 3,037,359
Capital and reserves attributable to shareholders
Share capital 32 945,324 831,990
Share premium 32 2,851,912 2,718,932
Share-based payments reserve 355,269 355,269
Warrants reserve 332,168 289,481
Merger relief reserve 2,800,000 2,800,000
Accumulated losses 10,548,970 (10,009,852)
Total capital and reserves (3,264,297) (3,014,180)
Total equity and liabilities 229,218 23,179
Company Statement of Comprehensive Income
As permitted by Section 408 Companies Act 2006, the Company has not presented
its own income statement or statement of comprehensive income. The Company's
loss for the financial year was £593,118(2023: £592,143). The Company's
total comprehensive loss for the financial year was £593,118 (2023:
£592,143).
The Financial Statements were approved by the Board of Directors and
authorised for issue on 30 April 2025 and are signed on its behalf by:
Paul Forrest
Director
The notes to the Company Statement of Financial Position form part of these
Financial Statements.
Company Statement of Changes in Equity
Share Share Share-based payments reserve Warrants reserve Merger relief Accumulated loss Total
capital Premium £ £ reserve £ £
£ £ £
Equity at 1 January 2023 831,990 2,718,932 355,269 289,481 2,800,000 (9,417,709) (2,422,037)
Loss for the year 2023 - - - - - (592,143) (592,143)
Total comprehensive loss for the year 2023 - - - - - (592,143) (592,143)
Equity at 31 December 2023 831,990 2,718,932 355,269 289,481 2,800,000 (10,009,852) (3,014,180)
Loss for the year 2024 - - - - - (539,118) (539,118)
Total comprehensive loss for the year 2024 - - - - - (539,118) (539,118)
Issue of shares 113,334 132,980 - - - - 246,314
Issue of share warrants - - - 42,687 - - 42,687
Total transactions with shareholders 113,334 132,980 - 42,687 - - 289,001
Equity at 31 December 2024 945,324 2,851,912 355,269 332,168 2,800,000 (10,548,970) (3,264,297)
Company Statement of Cash Flows
for the Year Ended 31 December 2024
Notes 2024 2023
£ £
Cash flow from operating activities
Loss before taxation (539,118) (592,143)
Adjustments for:
Finance expense 167,197 158,015
Finance income -
Impairment of loans and receivables - 20,152
Unrealised foreign exchange movements 7,369 (22,497)
Operating cashflows before working capital changes (364,552) (436,473)
Changes in working capital:
Increase in payables 305,470 360,630
Decrease in receivables (190,293) 2,124
Net cash used in operating activities (249,375) (73,719)
Financing activities
Issue of ordinary shares, net of share issue costs 246,313 -
Issue of share warrants 42,687 -
Proceeds from new borrowings (22,379) 79,235
Interest paid (1,500) (1,710)
Advances granted to subsidiaries - (20,152)
Net cash flow from financing activities 265,121 57,373
Net increase/(decrease) in cash and cash equivalents in the period 15,746 (16,346)
Cash and cash equivalents at the beginning of the period 580 16,926
Cash and cash equivalents at the end of the period 16,326 580
Notes to the Company Financial Statements
23. Significant Accounting Policies
The separate Financial Statements of the Company are presented as required by
the Companies Act 2016 ("the Act"). As permitted by the Act, the separate
Financial Statements have been prepared in accordance with UK adopted
International Accounting Standards.
The Financial Statements have been prepared on the historical cost basis. The
principal accounting policies adopted are the same as those set out in note 2
(#Ref5121631291) to the Consolidated Financial Statements except as noted
below.
The presentational currency of the Company financial statements is UK Pounds
Sterling, being the functional currency of the Company given its operations
are entirely within the United Kingdom.
Investments in Subsidiaries
Investments in subsidiaries are carried at cost and are regularly reviewed for
impairment if there are any indications that the carrying value may not be
recoverable.
Receivables from Subsidiaries
Impairment provisions for receivables from related parties and loans to
related parties are recognized, based on a forward-looking expected credit
loss model. The methodology, used to determine the amount of the provision, is
based on whether there has been a significant increase in credit risk since
initial recognition of the financial asset. For those where the credit risk
has not increased significantly since initial recognition of the financial
asset, twelve month expected credit losses along with gross interest income
are recognised. For those for which credit risk has increased significantly
but not determined to be credit impaired, lifetime expected credit losses
along with the gross interest income are recognised. For those that are
determined to be credit impaired, lifetime expected credit losses along with
interest income on a net basis are recognised.
Critical Accounting Judgments and Key Sources of Estimation Uncertainty
The Company's Financial Statements, and in particular its investments in and
receivables from subsidiaries, are affected by the critical accounting
judgments and key sources of estimation uncertainty in respect of going
concern judgements which are more fully described in note 2 (#Ref512163129) to
the Consolidated Financial Statements.
24. Auditor's Remuneration
The auditor's remuneration for audit and other services is disclosed in note 4
(#Ref39670864) to the Consolidated Financial Statements.
25. Directors and Staff
Key management appointment, resignation are disclosed on Director's Report and
remuneration is disclosed in note 5 (#Ref512163578) to the Consolidated
Financial Statements.
26. Administrative Expenses
2024 2023
£ £
Staff costs 82,229 242,160
Standard Listing Regulatory Costs 114,994 68,619
Professional and consultancy fees 64,739 91,832
Other general administrative expenses 101,409 54,592
Total 363,371 457,203
27. Receivables from Subsidiaries and Related Party Transactions
2024 2023
£ £
Loans to subsidiaries - -
Total loans to subsidiaries - -
During the year ended 31 December 2024, the Company recognised expected credit
losses in relation to the intercompany loans in the amount of £22,476 (2023:
£20,151). This relates to the write-off of the Company's Coos Bay coal bed
methane project in full, due primarily to the lack of capital currently
available to advance the project.
During the year ended 31 December 2024, the maximum amount owed by the
subsidiary to the Company was £8,512 (2023: £6,188 ). No interest has been
charged for the year ended 31 December 2024.
The remuneration of the senior Executive Management Committee members, who are
the key management personnel of the Group, is set out in aggregate for each of
the categories specified in IAS 24 "Related Party Disclosures" in note 5.
28. Prepayments and Other Receivables
2024 2023
£ £
VAT recoverable 16,893 1,982
Prepayments - 20,617
Other debtors 195,999 -
Total prepayments and other receivables 212,892 22,599
The fair value of receivables and deposits approximates their carrying amount,
as the impact of discounting is not significant. The receivables are not
impaired and are not past due.
29. Cash and Cash Equivalents
For the purpose of the statements of cash flows, cash and cash equivalents
comprise the following:
2024 2023
£ £
Cash in hand and at bank 16,326 580
30. Current Liabilities
Trade and Other Payables
2024 2023
£ £
Trade and other payables 620,112 246,502
Accruals 741,060 809,200
Total trade and other payables 1,361,172 1,055,702
31. Short-Term Borrowings
At 31 December 2024, the Company had an outstanding promissory notes and loans
of £2,132,343 (2023: £1,981,657), please refer to note 16.
1 Jan 2024 £ Cash flows Proceeds from new borrowings, £ Non-cash flow Forex movement, £ Non-cash flow Interest accrued, £ 31 Dec 2024, £
HNW Investor Group 391,629 - - 34,224 425,853
C4 Energy Ltd 276,802 - 4,780 23,466 305,048
Technology Metals Market Limited (''TM2'') 59,500 - - 9,350 68,850
Bruce Edwards 151,096 - 2,588 11,732 165,416
Sun Seven Stars Investment Group ("SSSIG") 354,645 - - 26,000 380,645
Poseidon Plastics Ltd ("PPL") 727,369 - - 59,162 786,531
Other (Premium Credit) 20,616 (22,379) - 1,763 -
Total liabilities from financing activities 1,981,657 (22,379) 7,368 165,697 2,132,343
1 Jan 2023, £ Cash flows Proceeds from new borrowings, £ Non-cash flow Forex movement, £ Non-cash flow Interest accrued, £ 31 Dec 2023, £
HNW Investor Group 357,404 - - 34,225 391,629
C4 Energy Ltd 267,201 - (14,532) 24,133 276,802
Technology Metals Market Limited (''TM2'') - 59,500 - - 59,500
Bruce Edwards 146,995 - (7,966) 12,067 151,096
Sun Seven Stars Investment Group ("SSSIG") 328,645 - - 26,000 354,645
Poseidon Plastics Ltd ("PPL") 668,369 - - 59,000 727,369
Other (Premium Credit) - 19,735 - 881 20,616
Total liabilities from financing activities 1,768,614 79,235 (22,498) 156,306 1,981,657
32. Share Capital
The movements in the share capital account are disclosed in note 17 to the
Consolidated Financial Statements.
33. Financial Instruments - Risk Management
The Company's strategy and financial risk management objectives are described
in note 20.
Principal Financial Instruments
The principal financial instruments used by the Company from which risk arises
are as follows:
2024 2023
£ £
Financial assets
Cash and cash equivalents 16,326 580
Other receivables 212,892 22,599
Loans due from subsidiaries - -
Financial liabilities
Trade payables 620,112 246,502
Accruals 741,060 809,200
Short-term borrowings 2,132,343 1,981,657
Credit Risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations, resulting in financial loss to the Company.
In addition to the risks described in note 20, which affect the Group, the
Company is also subject to credit risk on the balances receivable from
subsidiaries, see note 27. In the year ended 31 December 2024, credit losses
were recognised in full in relation to all the balances receivable from
subsidiaries.
Market Risk - Currency Risk
The Company is exposed to foreign exchange risk, arising from currency
exposures primarily with respect to the US Dollar (US$). The Directors monitor
the exchange rate fluctuations on a continuous basis and act accordingly.
Assets and liabilities by currency of denomination, all numbers are presented 2024 2024 2023
in £
US$ 2024 Total US$ 2023 2023
£ £ £ Total
£
Financial assets
Cash and cash equivalents 72 16,254 16,326 (3,562) 4,142 580
Other receivables - 212,892 212,892 - - -
Financial liabilities
Trade payables 89,720 530,392 620,112 62,202 184,300 246,502
Accruals - 741,060 741,060 - 809,200 809,200
Short-term borrowings 470,464 1,661,879 2,132,343 427,898 1,553,759 1,981,657
34. Events After the Reporting Period
Events after the reporting period are more fully described in note 22.
35. Controlling Party
At 31 December 2024, the Company did not have an ultimate controlling party.
36. Other information
These results are audited, however, the information does not constitute
statutory accounts as defined under section 434 of the Companies Act 2006.
The consolidated statement of financial position at 30 December 2024 and the
consolidated income statement, consolidated statement of comprehensive income,
consolidated statement of changes in equity and the consolidated cash flow
statement for the year then ended have been extracted from the Group's 2024
statutory financial statements. Their report was unqualified and contained
no statement under sections 498(2) or (3) of the Companies Act 2006. The
financial statements for 2024 will be delivered to the Registrar of Companies
by 30 June 2025.
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