REG - GRIT Investment Tst. - Annual Financial Report
01/12/2025 07:00
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RNS Number : 5293J GRIT Investment Trust PLC 01 December 2025
GRIT Investment Trust PLC
LEI Code 2138005OJKGWG3X4SY51
For immediate release
1 December 2025
GRIT Investment Trust plc
("GRIT" or "Company")
Annual Report and Financial Statements for the Fifteen-Month Period Ended 31
March 2024
The Directors are pleased to announce the audited results of the Company for
the fifteen-month period ended 31 March 2024.
A copy of the Annual Report and Financial Statements will be available for
viewing at the Company's website: http://grinvestmenttrust.com/ and will be
also uploaded onto the National Storage Mechanism
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
Please note that page references in the text below refer to the page numbers
in the Annual Report and Financial Statements.
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR").
For further information, please contact:
Enquiries:
GRIT Investment Trust plc
Richard Lockwood
Chairman
Tel: +44 (0) 20 3198 2554
AlbR Capital Limited (Broker)
Lucy Williams/Duncan Vasey
Tel: +44 (0)20 7469 0930
Chairman's Statement
The Company's principal investment has been its 25% equity interest in and
loans to Anglo-African Minerals plc ("AAM") located in Guinea. However, it has
become clear that following a military coup d'etat in Guinea in 2021, the
prospect of selling AAM is extremely unlikely. Due to the long history of
failed attempts to realise value from the Company's investment in AAM, we
continue to adopt a prudent view and to reflect the Company's investment in
and loans to AAM at a nil value.
Net Liabilities
At 31 March 2024 the Company had net liabilities equivalent to 3.20p deficit
per share (31 December 2022: 3.82p net deficit per share restated).
Board of Directors
The directors who served during the fifteen-month period were:
Martin Lampshire
Richard A Lockwood
Malcolm A Burne
Creditors
The Company's Voluntary Arrangement ("CVA") from 2019, inherited by the
current Board, was successfully completed in May 2023 following the approval
of the Company's variation to creditors to bring the CVA to an early
conclusion. The CVA creditors received a total of 83.06p in the £1, which
compared favourably to the 20p in the £1 in the original CVA proposal. The
completion of the CVA was achieved despite the inability to raise any sale
proceeds from AAM and is a key step forward for the Company which can now plan
a future free of its historical debts.
Outlook
The continuing war in Ukraine, elevated levels of global inflation and subdued
economic conditions continue to have a detrimental effect in equity markets.
On 16 September 2022, the Board took the decision to seek a Reverse Takeover
(RTO) by the acquisition of a business which enables the Company to achieve an
appropriate relisting on a public market. As was envisaged, the announcement
of the proposed transaction resulted in the suspension of the Company's shares
from trading on the Official List from 20 March 2024.
In August 2025, the Board announced that it had signed non-binding heads of
terms to acquire Nabirm Global LLC ("Nabirm") through a RTO. The Board is
working with advisers to progress the proposed transaction. If successful, the
Company would seek a cancellation of the existing listing and either:
· admission to listing of the Company on effective completion of
that reverse transaction, publishing a prospectus in support of its
application, or
· admission to AIM.
If an RTO transaction can be achieved the Board believes it will provide a
platform for the future growth of the Company and a positive outcome for
shareholders.
Richard Lockwood
Chairman
Portfolio Review
MCB Resources Limited
MCB Resources Limited ("MCB") was a copper/gold exploration company,
previously active on the Pacific island of Bougainville. The Company held a
residual 500,000 ordinary shares in MCB.
MCB experienced intractable problems with resuming its exploration activity.
Its listing on the Australian Securities Exchange (ASX) was cancelled on 26
February 2021 due to non-payment of the annual listing fee. Accordingly, a
full provision was made against the investment value of these shares.
A liquidator was appointed on 11 October 2022, and MCB was formally
deregistered by the Australian Securities and Investments Commission (ASIC) on
8 May 2023. As a result, the Company's investment in MCB has been fully
disposed of.
Anglo-African Minerals plc
Anglo-African Minerals plc ("AAM") is an unlisted advanced mineral exploration
company, incorporated in Ireland, focused on the progression of its bauxite
mining projects located in the Republic of Guinea, which hosts two thirds of
the world's bauxite. Bauxite is the composite material that contains alumina,
which is the feedstock for aluminium.
AAM has previously engaged in discussions with various parties for the sale of
the company. However, due to factors including the coup d'etat in Guinea,
there was a lengthy delay in the due diligence process in the latter stages of
a proposed sale. Any realisation from the sale of AAM is now extremely
unlikely and the Board continues to make full provision against both its
investment in AAM's shares and its loans to AAM.
Strategic Review
For the fifteen-month period ended 31 March 2024
Introduction
This review is part of the Strategic Report being presented by the Company
under updated guidelines for UK-listed companies' Annual Reports in accordance
with the Companies Act 2006; and is designed to provide information primarily
about the Company's business and results for the fifteen-month period to 31
March 2024. It should be read in conjunction with the Chairman's Statement
on page 3, which provides a detailed review of the investment activities for
the period and outlook for the future.
GRIT Investment Trust plc ("GRIT" or "the Company") was initially established
as an investment trust, seeking to exploit investment opportunities in the
junior mining and natural resource sectors. On 7 March 2014, GRIT conducted a
share exchange issue through which it acquired an initial portfolio in return
for the issue of ordinary shares. The initial portfolio comprised 41 companies
and had an aggregate value of £39,520,012 based on the share exchange
valuation and, pursuant to the share exchange issue, 39,520,012 ordinary
shares were issued (credited as fully paid up) and were admitted to trading on
the London Stock Exchange's main market.
At launch, GRIT raised £4.85m through the issue of 9% Convertible Unsecured
Loan Stocks, which have since been redeemed.
The Company changed its name to "GRIT Investment Trust plc" on 10 January
2022.
Business model
GRIT was established as a self-managed investment trust run by its Board
taking all major decisions collectively.
Investment objective
GRIT's investment objective was to generate medium and long-term capital
growth through investing in a diverse portfolio of primarily small and
mid-capitalisation natural resources and mining companies, which were
listed/quoted on a relevant exchange.
Investment policy
GRIT's investment policy was established to diversify its investments across a
number of companies, with a range of natural resource assets, in jurisdictions
globally. There were no restrictions as to the commodity classes and
geographical regions into which GRIT could invest. However, as it has not been
possible for the Company to achieve ongoing Alternative Investment Fund
Manager ("AIFM") authorisation the Company announced on 16 September 2022 that
it was seeking a "Reverse Takeover" (RTO) by the acquisition of a business
which enables the Company to achieve an appropriate listing on a public
market.
Going Concern and Outlook
As a result of the Company's operations being cash flow negative since its
inception, the Company has been required to dispose of investment portfolio
assets to generate the cash needed to finance its operational costs.
The completion of the CVA in May 2023 resulted in creditors of £112k being
removed from the Company's balance sheet during the fifteen-month period to 31
March 2024.
There were £370k outstanding Convertible Unsecured loan Notes at the balance
sheet date. Conditional conversion notices received in October 2025 for these
(see Note 15) may strengthen the Company's balance sheet if completed.
In August 2025, the Board announced that it had signed non-binding heads of
terms to acquire Nabirm Global LLC ("Nabirm") through a RTO. The Board is
working with advisers to progress the proposed transaction. The Company
continues to operate with minimal overheads and in August 2025, by way of a
fundraising raised £250k (before expenses) via the issue of new one-year,
zero-coupon unsecured convertible loan notes, redeemable 12 August 2026,
securing sufficient resources to support the pursuit of this transaction.
On the strength of this the Board has adopted a going concern accounting basis
for these financial statements.
Principal Risks and Uncertainties and Risk Mitigation
The sole objective of the management team has been to realise the value of the
Company's remaining investments and to minimise its administration expenses,
with a view to restoring liquidity to the Company and enabling it to re-set
and re-launch itself subject to a successful "Reverse Takeover" ("RTO").
A conventional report covering risks and uncertainties and their mitigation,
performance, and social, community, employee responsibilities, environmental
policy, and climate-related risks is, therefore, inappropriate to the
Company's current position.
The agreement in principle to acquire Nabirm Global LLC together with the
successful fund-raise, in August 2025, gives the Company optimism on its
future.
Key Performance Indicators (KPIs)
Given the Company's current status and lack of active investment operations,
the Directors do not use Key Performance Indicators to manage the business.
Accordingly, no KPIs are presented.
Employees
The Company had no employees throughout the reporting period and therefore has
no employee-related policies. The Strategic Report does not therefore include
disclosures on employee matters.
Social, Community and Human Rights Issues
Given the Company's limited operational activity and lack of trading
operations, the Directors consider that social, community and human rights
issues are not relevant to an understanding of the Company's business.
Accordingly, the Strategic Report does not include disclosures on these
matters.
Gender Diversity
As at 31 March 2024, the Board comprised three directors, all of whom were
male. The Company had no employees and no senior managers other than the
Directors.
Viability Statement
Normally the Board would have considered a longer-term viability in excess of
the going concern period. However, this is not currently considered relevant
given the liquidity position, as disclosed in the Going Concern and Outlook
section above, whereby further funds will be required to finance future
trading opportunities and working capital.
Section 172 Statement
The Directors believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members as a whole, as required
by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
• consider the likely consequences of any decision in
the long term;
• act fairly between the members of the Company;
• maintain a reputation for high standards of business
conduct;
• consider the interests of the Company's employees;
• foster the Company's relationships with suppliers,
customers and others; and
• consider the impact of the Company's operations on the
community and the environment.
The Company's operations and strategic aims are set out throughout the
Strategic Review and in the Chairman's Statement, and relationships with
shareholders are also dealt with in the Statement of Corporate Governance.
By Order of the Board
AlbR Capital Limited
Secretary
27 November 2025
Board of Directors' Governance Report
For the fifteen-month period ended 31 March 2024
The Board fulfils the functions of the Nomination Committee and of the Audit
Committee. The Board maintains overall control over the formulation of
Company's investment policy and has overall responsibility for the Company's
activities.
The Directors who held office during the fifteen-month period and up to the
date of signing the financial statements were as follows:
Martin Lampshire
Richard A Lockwood
Malcolm A Burne
Martin Lampshire
Director
Martin started his career in Lloyds Bank's Commercial Services division in
1989 after completing the Associate Chartered Banker (ACIB) qualification. He
has over twenty years' experience in Corporate Broking, working for a number
of city-based firms including Teather & Greenwood, Charles Stanley,
Hichens Harrison Stockbrokers and Daniel Stewart Stockbrokers. He has assisted
many companies in a variety of equity raises including IPO's, secondary
fundraisings, vendor and private placings across a variety of sectors. He has
also worked in a number of overseas financial centres including Hong Kong,
Singapore, Kuala Lumpur and Dubai. He currently serves as a consultant within
the corporate broking team at AlbR Capital Limited (note 14).
Remuneration: £nil
Shared Directorships with any other Company Directors: None
Shareholding in Company: None
Richard Arthur Lockwood
Non-Executive Chairman
Richard has forged a successful career in fund management and mining
investment and was the founder of New City Investment Management, of which he
ran the specialist Geiger Counter Limited Uranium Fund. Mr Lockwood was
formerly a director of AIM-listed Kalahari Minerals which was acquired by
CGNPC Uranium Resources Co. Ltd. Formerly a mining investment partner for
Hoare Govett and McIntosh Securities he was involved in the development and
financing of several gold and base metals projects in Europe, Australia and
Africa. Mr Lockwood's intimate knowledge and experience in the mining and
uranium industries is an asset to the Company during its current growth phase.
Remuneration: £nil
Shared Directorships with any other Company Directors: None
Shareholding in Company: 223,611 shares equal to 0.9% of the issued ordinary
share capital as at 27 November 2025
Convertible Loan Notes: Holds £63,507 of Convertible Unsecured Loan Notes
("CULNs") issued by the Company, convertible into ordinary shares under the
terms of the instrument.
Malcolm Alec Burne
Executive Director
Malcolm is a former stockbroker and financial journalist with The Financial
Times. He has controlled and managed fund management, venture capital and
investment banking companies in London, Australia, Hong Kong and North
America. He has been a director of more than 20 companies, many of which have
been in the mineral resource and gold exploration fields. In 1997, he founded
Golden Prospect plc and was executive chairman until 2007 when the company
changed its name to Ambrian Capital plc. In addition, he was executive
chairman of the Australian Bullion Company (Pty) Limited, which at the time
was Australia's leading gold dealer and member of the Sydney Futures Exchange.
Remuneration: £nil
Shared Directorships with any other Company Directors: None
Shareholding in Company: 223,611 shares equal to 0.9% of the issued ordinary
share capital as at 27 November 2025
Convertible Loan Notes: Holds £63,507 of CULNs issued by the Company,
convertible into ordinary shares under the terms of the instrument.
Report of the Directors
For the fifteen-month period ended 31 March 2024
The Directors present their Annual Report and the audited financial statements
for the fifteen-month period ended 31 March 2024.
Results
The Company had no gains or losses on the sale of investments during the
fifteen-month period (2022: Nil). It incurred costs of £167k (2022: £282k
restated) offsetting other income of £90k (2022: £96k).
Dividends
No interim or final dividends were declared or paid for the fifteen-month
period ended 31 March 2024 (twelve-month period to 31 December 2022: £nil).
The Board's policy is to retain earnings while the Company remains in its
restructuring phase. Future dividends will be considered once profitability
and distributable reserves are restored.
Principal Activity and Status
The Company is registered as a public limited company in terms of the
Companies Act 2006 (number: 08256031). It is an investment company as defined
by Section 833 of the Companies Act 2006. Historically, the Company operated
as a closed-ended investment trust approved by HM Revenue & Customs.
The Company announced its intention to pursue a reverse takeover and, in
August 2025, signed non-binding heads of terms in connection with the proposed
transaction.
Capital Structure
At 31 March 2024, the Company's issued share capital comprised 18,198,295
ordinary shares of £0.001 each, 50,357,414 deferred shares of £0.0075 each,
and 18,198,295 deferred shares of £0.024 each.
The ordinary shares are the only class carrying voting rights and entitlement
to dividends and to a return of capital on a winding-up.
The deferred shares carry no right to attend or vote at general meetings, no
right to receive dividends or other distributions, and no right to participate
in a return of capital on a winding-up until after holders of the existing
ordinary shares have received, in aggregate, capital repayments totalling
£100 million. These shares were created as a result of historical share
consolidations and redenominations. They are not listed or traded and are
regarded as having negligible value.
Substantial Interests in Ordinary Share Capital
At 27 November 2025, the only persons known to the Company who, directly or
indirectly, were interested in 3% or more of the Company's issued ordinary
share capital were as follows:
Ordinary shares Number held % held
AlbR Capital Limited 6,524,880 26.39
Vidacos Nominees Limited 4,414,674 17.86
Richard and Charlotte Edwards 3,632,224 14.69
Philip J Milton & Company 2,992,801 12.11
James Brearley Crest Nominees Limited 931,966 3.77
Some of the shareholdings listed above refer to funds managed on behalf of
clients of the groups named.
Financial Statements
The Directors' responsibilities regarding the financial statements and
safeguarding of assets are set out on page 10.
Annual General Meeting
A notice of the Annual General Meeting will be posted to shareholders in due
course.
Directors' Remuneration Policy and Report
Among the resolutions to be put to the Annual General Meeting as ordinary
business will be one approving the Directors' Remuneration Policy. This vote
is binding. It is also mandatory for listed companies to put their Directors'
Remuneration Report to an advisory shareholder vote.
Induction and Training
New directors appointed to the Board are required to have an understanding of
the Company pre-dating their appointment, which is deepened and expanded
through individual discussion and contact with the other directors and, in
particular, participation at Board meetings. Relevant training is available to
directors as required.
Statement Regarding Annual Report and Accounts
Following a detailed review of the Annual Report and Accounts by the Board
(acting as the Audit Committee), the Directors consider that, taken as a
whole, it is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's performance, business model
and strategy. In reaching this conclusion, the Directors have assumed that the
reader of the Annual Report and Accounts has a reasonable level of knowledge
of the investment industry in general.
Energy and Carbon Usage
The Company has not disclosed information in respect of greenhouse gas
emissions, energy consumption and energy efficiency action as its energy
consumption in the United Kingdom for the fifteen-month period is lower than
40,000kWh.
Disclosure of Information to the Auditor
The Directors confirm that, so far as each of the Directors is aware, there is
no relevant information of which the Company's auditors are unaware and the
Directors have taken all the steps that they ought to have taken as directors
to make themselves aware of any relevant audit information and to establish
that the Company's auditors are aware of that information.
Independent Auditor
Royce Peeling Green Limited ("RPG") were appointed as auditors of the Company
following the resignation of PKF Littlejohn LLP, which was registered on
Companies House on 1 September 2025. Their appointment remains subject to
shareholder approval at the forthcoming Annual General Meeting.
So far as each of the Directors is aware, there is no relevant audit
information of which the Company's auditors are unaware. Each director has
taken all the steps that they ought to have taken as a director to make
themselves aware of any relevant audit information and to establish that the
Company's auditors are aware of that information.
A Resolution will be proposed at the forthcoming Annual General Meeting to
approve the appointment of RPG as independent auditor of the Company and to
authorise the Directors to determine their remuneration.
By Order of the Board
AlbR Capital Limited
Secretary
27 November 2025
Statement of Directors' Responsibilities
For the fifteen-month period ended 31 March 2024
The Directors are responsible for preparing the Annual Report and the Company
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare company financial statements for
each financial period. Under that law they are required to prepare the
financial statements in accordance UK adopted international accounting
standards and applicable law and have elected to prepare the financial
statements on the same basis.
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 Company and of its profit or loss for that period. In preparing
the Company financial statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and estimates that are reasonable, relevant and
reliable;
· state whether they have been prepared in accordance with UK
adopted international accounting standards;
· assess the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern; and
· use the going concern basis of accounting unless they either
intend to liquidate the Company or to cease operations or have no realistic
alternative but to do so.
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 its financial statements comply with the Companies
Act 2006. They are responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error, and 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.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors' Report, Directors' Remuneration
Report and Corporate Governance Statement that complies with that law and
those regulations.
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.
Responsibility Statement of the Directors in respect of the Annual Financial
Report
We confirm that to the best of our knowledge:
· the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company; and
· the strategic 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 emerging and principal risks and uncertainties that they
face.
We consider the annual report and accounts, taken as a whole, is fair,
balanced and understandable; and provides the information necessary for
shareholders to assess the Company's position and performance, business model
and strategy.
On behalf of the Board
Richard Lockwood
Chairman
27 November 2025
Statement of Corporate Governance
For the fifteen-month period ended 31 March
2024
Introduction
The UK Listing Authority requires all listed companies to describe how they
have complied with the principles of the UK Corporate Governance Code 2018
(the 'UK Governance Code'). which is available on the Financial Reporting
Council's website: www.frc.org.uk. The UK Governance Code covers in particular
the annual re-appointment of directors, Board diversity, external evaluation,
the Board's responsibilities in relation to risk, and a clear explanation of
business model and strategy.
The Association of Investment Companies ("AIC") also published a Code of
Corporate Governance, which is available on the AIC's website:
www.theaic.co.uk. The AIC Code addresses all of the principles set out in
Section 1 of the UK Governance Code as well as setting out additional
principles and recommendations on issues that are of specific relevance to
investment companies. The Company has adopted the 2019 AIC Code.
Application of the Principles of the Codes
The Company has complied with the provisions of the AIC Code and the UK
Governance Code, except for the UK Governance Code provisions relating to:
· the role of the chief executive;
· independence of directors; and
· the need for an internal audit function.
As indicated by the AIC Code, the above exceptions are not believed to be
applicable to a self-managed investment company. The Company will seek to make
appropriate independent appointments once the restructuring of the Company is
complete.
The Board
The Board consists of three directors. The Directors are not currently
considered to be independent. Mr Lockwood is Chairman and is responsible for
leadership of the Board and ensuring its effectiveness on all aspects of its
role.
There are no relationships or circumstances which the Board considers likely
to affect the judgement of the Directors.
The Board takes the view that independence is not compromised by length of
tenure and that experience and continuity can add significantly to the Board's
strength.
Since taking office the current Board has operated as a three-man team; and
virtually all actions taken and decisions made have followed consultation
between all the members of the Board.
There is an agreed procedure for directors to take independent professional
advice if necessary and at the Company's expense.
Nomination Committee
There have been no appointments to the Board since the last change to its
current members in 2021. Accordingly, since then there has been no cause to
form a Nominations Committee nor has one met.
Relationships with Shareholders
The Directors place a great deal of importance on communication with
shareholders. The Annual Report and Accounts are widely distributed to other
parties who have an interest in the Company's performance. Shareholders and
investors may obtain up-to-date information on the Company through the
Company's website. The Company responds to letters from shareholders on a wide
range of issues.
Regular dialogue is maintained with the Company's principal shareholders.
Reference to significant holdings in the Company's ordinary shares can be
found under 'Substantial Interests' on page 8.
All shareholders have the opportunity to put questions to the Board at the
Company's Annual General Meeting. The Company Secretary is available to answer
general shareholder queries at any time throughout the year.
By Order of the Board
AlbR Capital Limited
Secretary
27 November 2025
Report of the Audit
Committee
For the fifteen-month period ended 31 March 2024
Composition of the Audit Committee
Because, during the period under review, the activity of the Company has been
confined to attempting the sale of its remaining investments, there has been
no cause to form or convene an Audit Committee.
Review of Auditor
As part of its oversight of the audit process, the Board reviewed and approved
the audit plan for the fifteen-month period ended 31 March 2024.
PKF Littlejohn LLP ("PKF") acted as the Company's auditor throughout the
period. Following the period end, PKF resigned, and Royce Peeling Green
Limited ("RPG") were appointed by the Directors on 20 August 2025 to fill the
resulting casual vacancy. The change followed a review of audit arrangements
with a view to achieving greater cost efficiency while maintaining audit
quality. RPG undertook the audit of these financial statements and issued an
unqualified audit report, which is included on pages 17 to 22.
The Board reviewed the effectiveness, independence and objectivity of RPG. RPG
confirmed that it is independent of the Company and has complied with all
relevant ethical and auditing standards in relation to its audit of these
financial statements. The Board is satisfied that an appropriate handover took
place from PKF and that RPG has the necessary experience, competence and
independence to perform the audit.
No non-audit services were provided by either PKF or RPG during or since the
period.
The Board proposes a resolution at the forthcoming Annual General Meeting
("AGM") for the appointment of RPG as the Company's auditor and for the
Directors to be authorised to determine their remuneration. The Board (in the
absence of an Audit Committee) will continue to monitor the effectiveness,
independence and objectivity of the external auditor on an ongoing basis.
Audit Tenure
Following professional guidelines, the audit Responsible Individual rotates
after five years. The current Responsible Individual is in the first year of
his appointment. RPG was appointed auditor in 2025, subject to shareholder
approval at the forthcoming AGM, for the financial statements for the
fifteen-month period ended 31 March 2024 and the Board recommends its
continuing appointment. RPG's performance will continue to be reviewed
annually, taking into account all relevant guidance and best practice.
Internal Controls
The Board is ultimately responsible for the Company's system of internal
control and for reviewing its effectiveness. Following publication of the
Financial Reporting Council's 'Internal Control: Revised Guidance for
directors on the Combined Code' (the 'FRC guidance') the Board confirms that
there is an ongoing process for identifying, evaluating and managing the
significant risks faced by the Company. This process has been in place for the
fifteen-month period under review and up to the date of approval of this
Annual Report and is regularly reviewed by the Board and accords with the FRC
Guidance.
The Board has reviewed the effectiveness of the system of internal control. In
particular, it has overseen the process for identifying and evaluating the
significant risks affecting the Company and policies by which these risks are
managed. The significant risks faced by the Company are as follows:
· investment and strategy; market;
· liquidity; sector; earnings;
· financial sustainability; operational; and regulatory.
The key components designed to provide effective internal control are outlined
below:
· AlbR Capital Limited ('AlbR') as Company Secretary and
Administrator prepares forecasts and management accounts which allow the Board
to assess the Company's activities and review its performance;
· the Board has agreed clearly defined investment criteria,
specified levels of authority and exposure limits. Reports on these issues,
including performance statistics and investment valuations are reviewed
regularly by the Board;
· written agreements are in place which specifically define the
roles and responsibilities Board and, where applicable, other third-party
service providers;
· the Board has considered the need for an internal audit function
but, given the limited nature of the activities during the period, this was
concluded as not currently required. This will continue to be reviewed in the
future.
Internal control systems are designed to meet the Company's particular needs
and the risks to which it is exposed. Accordingly, the internal control
systems are designed to manage rather than eliminate the risk of failure to
achieve business objectives and by their nature can only provide reasonable
and not absolute assurance against misstatement and loss.
The principal risks and uncertainties affecting the Company are disclosed on
page 6.
Richard Lockwood
Chairman of the Board of Directors
27 November 2025
Directors' Remuneration
Report
For the fifteen-month period ended 31 March 2024
Remuneration Committee
For the same reasons that there is not currently an Audit Committee, neither
is there a Remuneration Committee.
The Board has prepared this report in accordance with the requirements of
Section 421 of the Companies Act 2006. An ordinary resolution for the approval
of this Report will be put to the members at the forthcoming Annual General
Meeting. This Report has been divided into separate sections for unaudited and
audited information.
Policy on Directors' Remuneration
The Board's policy is that the remuneration of directors should reflect the
experience of the Board as a whole and be appropriate and competitive relative
to companies of a similar size and complexity. Given the restructure and
proposed reverse takeover currently in process, the Directors have agreed to
take no remuneration until that process is complete.
New directors are provided with a letter of appointment. Every director will
offer themselves for re-election annually. The requirements for the retirement
of directors are also contained in the Company's Articles of Association.
There is no notice period and no provision for compensation upon early
termination of appointment.
Annual Report on Directors' Remuneration
Directors' Emoluments (audited)
The Directors who served in the fifteen-month period to 31 March 2024 (and,
for comparative purposes, those who served in the twelve-month period ended 31
December 2022) were awarded the following fees:
Fifteen-month period to Twelve-month period to
31 March 2024 31 December 2022
Name Standard Additional contracted services Total Standard Additional contracted services Total
fee
fee
Martin Lampshire - - - 10,000 - 10,000
Richard A Lockwood - - - - - -
Malcolm A Burne - - - - - -
Due to the status of the Company during the period, the Directors waived their
usual fees until the Company is in a stronger financial position. Martin
Lampshire was due to be paid £40,000 per annum but waived his fee after the
first quarter of the prior period. Richard A Lockwood and Malcolm A Burne, who
were appointed in October 2021, have never received fees, reflecting the
inherited position of the Company, including historical financial constraints
and the Company Voluntary Arrangement ("CVA") in flight.
The level of fees for directors is determined within the limits set out in the
Company's Articles of Association. The present limit is £200,000 per annum in
aggregate, and any increase would require shareholder approval at a general
meeting. Non-executive directors are not eligible for bonuses, pension
benefits, share options, long-term incentive schemes or other benefits.
The Company has not been able to obtain directors' and officers' liability
insurance.
The terms of directors' appointments provide that directors are obliged to
retire by rotation, and to offer themselves for re-election by shareholders at
least every three years after that.
Unpaid Fees
As at 31 March 2024 ex-directors' fees remained unpaid, as follows:
Stephen Roberts £10,000
Directors' Interests
Biographies of the Directors are shown on page 7.
Save as disclosed, directors who held office in the period, Richard Lockwood
and Malcolm Burne, hold ordinary shares in the Company and Convertible
Unsecured Loan Notes ("CULNs") as at 31 March 2024 and 31 December 2022.
Save as disclosed, there has been no change in the ordinary share holdings of
the Directors from 31 March 2024 up to the signing date.
Voting at Annual General Meeting
An ordinary resolution for the approval of this Directors' Remuneration Report
will be put to an advisory shareholder vote at the forthcoming Annual General
Meeting.
Approval
The Directors' Remuneration Report on pages 15 and 16 was approved by the
Board of Directors and signed on its behalf on 27 November 2025.
Richard Lockwood
Chairman of the Board of Directors
Independent Auditor's
Report
To the Members of GRIT Investment Trust plc
Opinion
We have audited the financial statements of GRIT Investment Trust plc (the
'Company') for the fifteen-month period ended 31 March 2024 which comprise the
Income Statement, Balance Sheet, Statement of Changes in Equity, Cash Flow
Statement and notes to the financial statements, including significant
accounting policies. The financial reporting framework that has been applied
in their preparation is applicable law and United Kingdom Adopted
International Accounting Standards.
In our opinion:
· the financial statements give a true and fair view of the state
of the Company's affairs as at 31 March 2024 and of its loss for the
fifteen-month period then ended;
· the financial statements have been properly prepared in
accordance with United Kingdom Adopted International Accounting Standards; 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 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 listed 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 relating to going concern
We draw attention to note 1 in the financial statements, which indicates that
the Company incurred a net loss of £77k during the fifteen-month period ended
31 March 2024 and, as of that date, the Company's cash was £nil with current
liabilities exceeding total assets by £582k. Although within the net
liability position, £370k of the balance relates to convertible unsecured
loan notes ("CULNs") that will ultimately have no cash implications on
conversion, the current cash position is insufficient to fund the Company's
working capital requirements as well as its reverse takeover ("RTO")
transaction strategy. We note that the Company was successful in a
fund-raising during August 2025, to further its RTO strategy, through the
issue of £250k new CULNs. However, should the proposed acquisition of Nabirm
Global LLC not be successful the Company will require a further cash injection
either through equity raisings or other financial arrangements to fund its
ongoing working capital needs and seek a new RTO target. Whilst it is expected
that further cash could be raised if needed, no firm agreements are currently
in place to support this. As noted in note 1, these events or conditions,
along with the other matters as set forth in note 1, indicate that a material
uncertainty exists that may cast significant doubt on the 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 the preparation of the financial
statements is appropriate. Our evaluation of the Directors' assessment of the
Company's ability to continue to adopt the going concern basis of accounting
included:
· Discussing future plans with management, reviewing forecasts
including expected cash flows and considering the appropriateness and
sensitivity of assumptions used in the preparation of those forecasts; and
· Reviewing the results of subsequent events and assessing the
impact on the financial statements and considering whether management have
used all relevant information in their assessment and enquiring whether any
known events or conditions beyond the period of assessment may affect going
concern.
In relation to the Company's reporting on how it has applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in
relation to:
· the Directors' statement in the financial statements about
whether the Directors considered it appropriate to adopt the going concern
basis of accounting; and
· the Directors' identification in the financial statements of the
material uncertainty related to the Company's ability to continue as a going
concern for a period of at least 12 months from the date of approval of the
financial statements.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.
Our approach to the audit
The audit was scoped by obtaining an understanding of the Company and its
environment, including the Company's systems of internal control and assessing
the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the Directors that may have
represented a risk of material misstatement.
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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.
Except for the matter described Material uncertainty relating to going concern
set out above, we have determined that there are no other key audit matters to
communicate in our report.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements on our audit and on the
financial statements. For the purposes of determining whether the financial
statements are free from material misstatement, we define materiality as the
magnitude of misstatement that makes it probable that the economic decisions
of a reasonably knowledgeable person would be changed or influenced. We also
determine a level of performance materiality which we use to assess the extent
of testing needed to reduce to an appropriately low level the probability that
the aggregate of uncorrected and undetected misstatements exceeds materiality
for the financial statements as a whole.
We determined the materiality for the financial statements as a whole to be
£24,000 (2022: £22,000) based on an average of benchmarks of 7% of net
liabilities and 3% of adjusted loss before tax (2022: 7% of net liabilities
and 3% of adjusted loss before tax).
Performance materiality was set at £15,000 (2022: £17,600), being 62.5%
(2022: 80%) of financial statement materiality having considered a number of
factors including the level of transactions in the period and the expected
total value of known and likely misstatements.
We agreed to report to the directors any corrected or uncorrected identified
misstatements exceeding £1,000 (2022: £1,100), as well as misstatements
below those amounts that, in our view, warranted reporting for qualitative
reasons.
Other information
The other information comprises the information included in the Annual report,
other than the financial statements and our auditor's report thereon. The
Directors are responsible for the other information contained within the
Annual report. Our opinion on the Company financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion thereon.
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 course of 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 this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Corporate Governance Statement
The Listing Rules require us to review the Directors' statement in relation to
going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the Company's compliance with the provisions of the UK
Corporate Governance Statement specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the Corporate Governance Statement is materially
consistent with the financial statements or our knowledge obtained during the
audit:
Going concern and longer-term viability The Directors' statement on page 10 with regards to the appropriateness of
adopting the going concern basis of accounting in preparing the financial
statements and any material uncertainties identified; and
The Directors' explanation on pages 5, 28 and 29 as to how they have assessed
the prospects of the Company, over what period they have done so and why they
consider that period to be appropriate.
Other code provisions The Directors' statement on page 10 on fair, balanced and understandable;
The Board's confirmation on page 10 that is has carried out a robust
assessment of emerging and principal risks;
The section of the Annual Report on pages 13 and 14 that describes the review
of effectiveness of the Company's risk management and internal control
systems; and
The section of the Annual Report on pages 7, 9 and 13 that describes the work
of the Audit Committee, including the significant issues that the Audit
Committee considered relating to the financial statements.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed in the
course of our audit, we are required by the Companies Act 2006 and ISAs (UK)
to report on certain opinions and matters described below:
Strategic Report and Directors' Report In our opinion, based on the work undertaken in the course of the audit:
· the information given in the Strategic Report and the Directors'
Report for the financial period for which the financial statements are
prepared is consistent with the financial statements; and
· the Strategic Report and the Directors' Report have been prepared
in accordance with applicable legal requirements.
Directors' remuneration In our opinion, the part of the Directors' Remuneration Report to be audited
has been properly prepared in accordance with the Companies Act 2006.
Matters on which we are required to report by exception In the light of the knowledge and understanding of the Company and its
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 in relation to
which 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 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 Directors
As explained more fully in the statement of Directors' responsibilities, the
Directors are responsible for the preparation of the Company 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 Company financial statements, the Directors are responsible
for assessing the ability of the Company 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 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.
Extent to which the audit was capable of detecting irregularities, including
fraud
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:
Our audit procedures were designed to respond to those identified risks,
including non-compliance with laws and regulations (irregularities) and fraud
that are material to the financial statements. Our audit work included but was
not limited to the following procedures.
We obtained an understanding of the legal and regulatory frameworks that apply
to the Company and identified the key laws and regulations that had a direct
effect on the determination of material amounts and disclosures in the
financial statements, including the Companies Act 2006, the FCA Listing and
DTR Rules, the UK Corporate Governance Code and UK tax legislation.
Our procedures in respect of the above included:
· Considering the risk of acts by the Company which were contrary
to applicable laws and regulations, including fraud;
· Making enquiries of Directors and management regarding their
policies and procedures for compliance with laws and regulations;
· Making enquiries of Directors and management and reviewing Board
and Committee minutes regarding known or suspected non compliance with laws
and regulations; and
· Communicating identified laws and regulations throughout our
engagement team and remaining alert to any indications of non-compliance
throughout our audit.
Our audit procedures in relation to fraud included but were not limited to:
· Making enquiries of Directors and management and reviewing Board
and Committee minutes regarding known or suspected instances of fraud;
· Gaining an understanding of the policies and procedures relating
to the detection of fraud and internal controls established to mitigate risks
related to fraud;
· Discussing amongst the engagement team the risks of fraud;
· Evaluating performance incentives and opportunities for
fraudulent manipulation of the financial statements; and
· Addressing the risks of fraud through management override of
controls by performing journal entry testing.
Based on our risk assessment we identified management override of controls and
valuation of unquoted investments to be the areas most susceptible to fraud.
Our audit procedures in respect of the above include matters covered in Key
audit matters above.
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
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Independence
We were appointed by the Board on 20 August 2025 to audit the financial
statements for the fifteen-month period ended 31 March 2024 and subsequent
financial periods. We remain independent of 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 Standards as applied to
listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. The non-audit services
prohibited by the FRC's Ethical Standard were not provided to the Company.
Our audit opinion is consistent with the additional report to the Audit
Committee.
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.
Martin Chatten
(Senior Statutory Auditor)
For and on behalf of Royce Peeling Green Limited
Chartered Accountants
Statutory Auditor
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
27 November 2025
Income
Statement
For the fifteen-month period ended 31 March 2024
15-month period ended 12-month period ended
31 March 2024
31 December 2022
Revenue Capital Total Revenue Capital Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
Restated Restated
Other income 2 90 - 90 96 - 96
Other expenses 3 (167) - (167) (282) - (282)
______ ______ ______ _____ ______ ______
Net Loss before Finance Costs and Taxation (77) - (77) (186) - (186)
Interest payable and similar charges - - - (39) - (39)
______ ______ ______ _____ ______ ______
Net Loss on Ordinary Activities before Taxation (77) - (77) (225) - (225)
Taxation on ordinary activities 4 - - - - - -
______ ______ ______ _____ ______ ______
Net Loss Attributable to Equity Shareholders (77) - (77) (225) - (225)
______ ______ ______ _____ ______ ______
Loss per Ordinary Share 5 (0.44p) - (0.44p) (3.17p) - (3.17p)
______ ______ ______ _____ ______ ______
The total column of this statement represents the Company's profit or loss
account, prepared in accordance with UK-adopted International Accounting
Standards.
All revenue and capital items in this statement derive from continuing
operations.
All of the gains and losses for the period are attributable to the owners of
the Company.
No operations were acquired or discontinued in the period.
A Statement of Other Comprehensive Income is not required as all gains and
losses of the Company have been reflected in the above Income Statement.
The accompanying notes on pages 27-41 are an integral part of the financial
statements.
Balance
Sheet
At 31 March 2024
Notes 31 March 1 January 2023 31 December 2022
£'000
£'000
2024
£'000 Restated
Current Assets
Investments 6 - - -
Other receivables 7 14 140 140
Cash at bank 8 - 66 66
___ ___ ___
14 206 206
Creditors: amounts falling due within one year
Trade and other payables 9 (226) (341) (271)
Convertible Unsecured Loans 10 (370) (445) (445)
___ ___ ___
Net Liabilities (582) (580) (510)
___ ___ ___
Capital and Reserves
Called up share capital 11 833 758 758
Share premium 36,922 36,922 36,922
Capital reserve (32,697) (32,697) (32,697)
Revenue reserve (5,676) (5,631) (5,561)
Other reserve 36 68 68
______ ______ ______
Equity Shareholders' Funds Deficit (582) (580) (510)
______ ______ ______
Net Deficit per Share 12 (3.20p) (3.82p) (3.36p)
______ ______ ______
The financial statements were approved by the Board of Directors and
authorised for issue on 27 November 2025 and were signed on its behalf by:
Richard Lockwood
Chairman
The accompanying notes on pages 27-41 are an integral part of the financial
statements.
Statement of Changes in
Equity
At 31 March 2024
Share Share Capital Revenue Total
capital
premium
reserve
reserve
account
deficit Other reserve £'000 £'000
£'000
£'000
£'000 £'000
Note 11 Note 10
Balance at 1 January 2022 504 36,922 (32,697) (5,406) 68 (609)
Year ended 31 December 2022:
Loss on ordinary activities after taxation - - - (155) 155
-
______ ______ ______ _____ ______ ______
Total comprehensive income for the year - - - (155) (155)
-
Shares issued during the year 254 - - - - 254
______ ______ ______ _____ ______ ______
Balance at 31 December 2022 (as previously stated) 758 36,922 (32,697) (5,561) (510)
68
Prior year adjustment (note 1j) - - - (70) - (70)
______ ______ ______ _____ ______ ______
Opening at 1 January 2023 (Restated) 758 36,922 (32,697) (5,631) (580)
68
Period ended 31 March 2024:
Loss on ordinary activities after taxation - - - (77) (77)
-
______ ______ ______ _____ ______ ______
Total comprehensive income for the fifteen-month period - - - (77) (77)
-
Shares issued during the fifteen-month period (note 10) 75 - - - 75
-
Transfer of the equity component of converted loan notes - - - 32 -
(32)
______ ______ ______ _____ ______ ______
Balance at 31 March 2024 833 36,922 (32,697) (5,676) 36 (582)
______ ______ ______ _____ ______ ______
The revenue reserve represents the amount of the Company's reserves
distributable by way of dividend.
The accompanying notes on pages 27-41 are an integral part of the financial
statements.
Cash Flow
Statement
For the fifteen-month period ended 31 March 2024
15-month period ended 12-month period
31 March
2024 ended
31 December
2022
£'000 £'000
Restated
Operating Activities
Loss before taxation (77) (225)
Other interest expense - 39
Decrease/(Increase) in receivables 126 (140)
Decrease in payables (115) (96)
_____ _____
Net Cash Outflow from Operating Activities Before (66) (422)
and After Taxation and Decrease in Cash in the Period
Net cash at the start of the period 66 488
____ ____
Net Cash at the End of the Period - 66
____ ____
The accompanying notes on pages 27-41 are an integral part of the financial
statements.
Notes to the Financial Statements
For the fifteen-month period ended 31 March 2024
1. Accounting Policies
The Company is a public company limited by shares which is incorporated in
England and Wales. The registered office of the Company is 80 Cheapside,
London EC2V 6EE.
The principal activity of the Company is the management of its investment
portfolio.
(a) Basis of accounting
The financial statements of the Company have been prepared in accordance with
UK-adopted international accounting standards.
The financial statements have also been prepared in accordance with the
Statement of Recommended Practice (SORP) "for Investment Trust Companies and
Venture Capital" issued in July 2022 with consequential amendments, to the
extent that it is consistent with IFRS. The Board has applied the SORP where
relevant, noting that the Company does not currently hold investment trust
status.
The functional and reporting currency of the Company is pounds sterling
because that is the primary economic environment in which the Company
operates. The notes and financial statements are presented in pounds sterling
and are rounded to the nearest thousand except where otherwise indicated.
For consistency with prior periods and to provide supplementary information
useful to users of the financial statements, the Company presents the Income
Statement analysed between items of a revenue and capital nature.
Additionally, net revenue is the measure the Directors believe appropriate in
assessing the Company's compliance with certain requirements of the
Corporation Tax Act 2010, as relevant.
Changes in accounting policy and disclosures
New standards, interpretations and amendments applied
The following amendments to existing standards were effective for the Company
from 1 January 2023. Other than some additional disclosures, these amendments
have not had a material impact.
Effective Date
Amendments to IAS 8 - Definition of accounting estimates 1 January 2023
Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting 1 January 2023
Policies
Amendments to IAS 12 - Deferred tax related to assets and liabilities arising 1 January 2023
from a single transaction
Amendments to IAS 12 - International Tax Reform - Pillar Two Model Rules 1 January 2023
IFRS 17 - Insurance contracts 1 January 2023
New standards, interpretations and amendments in issue, but not yet effective
As at date of approval of the Company financial statements, the following new
and amended standards, interpretations and amendments in issue are applicable
to the Company but not yet effective and thus, have not been applied by the
Company:
Effective Date
Amendments to IAS 1 - Classification of liabilities as current or non-current 1 January 2024
Amendments to IAS 7 and IFRS 7 - Supplier finance arrangements 1 January 2024
Amendments to IFRS 16 - Lease liability in a sale and leaseback 1 January 2024
Amendments to IAS 21 - Lack of exchangeability 1 January 2025
Amendments to IFRS 9 and IFRS 7 - Amendments to the classification and 1 January 2026
measurement of financial instruments
IFRS 18 - Presentation and disclosure in financial statements 1 January 2027
We are in the process of assessing the impact of the above on the presentation
of, and disclosure in, the financial statements.
Going Concern
For the reasons outlined in the Strategic Review, particularly with regard to:
· the completion of the CVA in May 2023 resulting in creditors of
£112k being removed from the Company's balance sheet during the fifteen-month
period to 31 March 2024,
· the non-binding heads of terms to acquire Nabirm Global LLC
through a reverse takeover ("RTO") signed in August 2025,
· the successful fundraising of £250k (before expenses) via the
issue of one-year, zero-coupon convertible unsecured loan notes ("CULNs"),
redeemable 12 August 2026, securing sufficient resources to support the
pursuit of the RTO transaction, and
· the conditional conversion notices received in October 2025 (see
Note 15) for the £370k CULNs as at the balance sheet date which may
strengthen the Company's balance sheet if completed by 31 December 2026
the Board has concluded that it is appropriate to prepare the financial
statements on the assumption that there exists some material uncertainty on a
going concern basis. However, the directors, supported by recent cashflow
forecasts, believe that the Company will be able to meet its obligations as
they fall due for at least the next twelve months from the date of the signing
of the financial statements.
In assessing whether the going concern assumption is appropriate, the
Directors have taken into account all relevant available information about the
current and future position of the Company including the current level of
resources, access to finance, investor commitments and the level of contracted
and committed expenditure over the going concern period.
The Company recorded a loss for the fifteen-month period and as at 31 March
2024 had net current liabilities of £582k.
The Company meets its working capital requirements from its cash at bank. To
date, the Company has raised finance through equity placings, receipt of
convertible loans and the sale of investments. Further funding will be
required either through equity raisings or other financial arrangements to
fund future activities.
Having prepared forecasts based on current resources, the Directors believe
the Company will be able to raise sufficient finance to meet its obligations
for a period of at least twelve months from the date of approval of these
financial statements. The financial statements do not include the adjustments
that would be required should the going concern basis of preparation no longer
be appropriate.
Critical accounting estimates and judgements
The preparation of the financial statements necessarily requires the exercise
of judgement both in application of accounting policies which are set out
below and in the selection of assumptions used in the calculation of
estimates. These estimates and judgements are reviewed on an ongoing basis and
are continually evaluated based on historical experience and other factors.
However, actual results may differ from these estimates. The most significant
judgement concerns the valuation of unlisted investments. This is described in
note 1(b) with further analysis provided in note 6.
A summary of the principal accounting policies which have been applied to all
periods presented in these financial statements is set out below.
Change in Reporting Date
The Company changed its accounting reference date from 31 December to 31
March, resulting in a fifteen-month reporting period for the current year. The
extension was made to align the Company's financial year with its operational
and strategic planning, including the ongoing pursuit of a proposed reverse
takeover.
As a result of the change in reporting date, the amounts presented in these
financial statements for the current period are not entirely comparable with
those for the prior twelve-month period ended 31 December 2022.
(a) Investments
Purchases or sales of investments are recognised on the date the Company
commits to purchase or sell the investments. Investments are classified at
fair value through profit and loss on initial recognition with any resultant
gain or loss recognised in the Income Statement. Listed securities are valued
at bid price or last traded price, depending on the convention of the exchange
on which the investment is listed, adjusted for accrued income where it is
reflected in the market price. Unlisted investments are valued at fair value
by the Directors on the basis of all information available to them at the time
of valuation and in accordance with the methodologies consistent with the
International Private Equity and Venture Capital Valuation guideline ("IPEV").
This includes a review of the financial and trading information of the
investee company, covenant compliance and ability to repay interest and cash
balances. Where no reliable fair value can be estimated, investments are
carried at cost less any provision for impairment.
Realised gains or losses on the disposal of investments and permanent
impairments in the value of investments are taken to the capital reserve.
Gains and losses arising from changes in the fair value of investments are
included in the Income Statement as a capital item (see note (g) below).
(b) Income
Dividends receivable on equity shares are recognised as income on the date
that the related investments are marked ex-dividend. Dividends receivable on
equity shares where no ex-dividend date is quoted are recognised as income
when the Company's right to receive payment is established. Fixed returns on
non-equity shares are recognised on a time apportioned basis so as, if
material, to reflect the effective interest rate on those instruments. Other
returns on non-equity shares are recognised when the right to the return is
established. The fixed return on a debt security is recognised on a time
apportioned basis so as to reflect the effective interest rate on each such
security.
Interest receivable (less any provision for doubtful receipt) is recognised as
it accrues.
(c) Taxation
The charge for taxation is based on net revenue for the period. The tax effect
of different items of income, gains, expenditure, and losses is allocated
between capital and revenue on the same basis as the particular item to which
it relates.
Deferred tax is provided, using the liability method, on all temporary
differences at the balance sheet date between the tax base of assets and
liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are measured at the tax rates expected to apply when
the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at the balance sheet date. Deferred tax
assets are only recognised if it is considered more likely than not that there
will be suitable profits from which the future reversal of underlying timing
differences can be deducted.
The Company is currently in the process of a proposed reverse takeover. As at
the balance sheet date, it does not hold investment trust status. In preparing
these accounts, the Board has considered the Company's tax position and has
assessed that no provision for deferred taxation on realised or unrealised
capital gains on the sale of investments is required.
The Company's tax position will continue to be reviewed in future periods to
ensure compliance with applicable legislation.
(d) Expenses
All expenses are accounted for on an accruals basis. Expenses are charged
through the Income Statement as revenue items except as follows:
· expenses which are incidental to the acquisition of an investment
are included within the cost of the investment;
· expenses which are incidental to the disposal of an investment
are deducted from the disposal proceeds of the investment;
· expenses where a connection with the maintenance or enhancement
of the value of the investments can be demonstrated are aggregated with the
cost of the related investments.
(e) Finance costs
Finance costs are accounted for on an accruals basis. Finance costs of debt,
insofar as they relate to the financing of the Company's investments or to
financing activities aimed at maintaining or enhancing the value of the
Company's investments, are allocated between revenue and capital in accordance
with the Board's expected long-term split of returns, in the form of income
and capital gains respectively, from the Company's investment portfolio.
(f) Reserves
a) Share premium - the surplus of net proceeds received from the issuance
of new shares over their par value is credited to this account and the related
issue costs are deducted from this account. This reserve is non-distributable.
b) Capital reserve - the following are accounted for in this reserve:
· gains and losses on the realisation of investments;
· realised and unrealised exchange differences on transactions of a
capital nature;
· capitalised expenses and finance costs, together with the related
taxation effect; and
· increases and decreases in the valuation of investments held.
This reserve is non-distributable.
c) Revenue reserve - the net profit or loss arising in the revenue column
of the Income Statement is added to, or deducted from, this reserve. This
reserve, if positive, is available for paying dividends.
d) Convertible loan note equity reserve - the equity component of
fixed-for-fixed convertible unsecured loan notes (CULNs) issued by the Company
is credited to this reserve. This represents the residual amount recognised in
equity after accounting for the present value of the debt component of the
CULNs. This reserve is non-distributable.
(g) Segmental information
The Directors are of the opinion that the Company is engaged in a single
segment of business, being investment.
(h) Investments in Associates
The Company considers that it meets the definition of an investment entity
under UK-adopted International Accounting Standards. Accordingly, investments
that would ordinarily be classified as associates and accounted for using the
equity method are instead measured at fair value through profit or loss, with
changes in fair value recognised in the Income Statement.
(i) Prior period adjustment
During the fifteen-month period ended 31 March 2024, the Company identified
administrative expenses of £70k that were recorded during the period but
related to the year ended 31 December 2022. The financial statements for the
prior period have been restated to correct this error in accordance with IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors.
The effect of this restatement is as follows:
Impact on the Statement of Profit or Loss (year ended 31 December 2022):
· Increase in other expenses: £70,000
· Increase in net loss attributable to equity shareholders:
£70,000
Impact on net deficit per share (basic and diluted) (year ended 31 December
2022):
· Revenue loss per share: 3.17 pence (previously 2.35 pence)
· Total loss per share: 3.17 pence (previously 1.91 pence)
Impact on the Statement of Financial Position (as at 31 December 2022):
· Increase in trade and other payables: accruals: £70,000
· Increase in retained deficit: £70,000
There is no impact on the cash position of the Group.
2. Other income
15-month period ended 12-month period ended
31 March 2024 31 December 2022
£'000
£'000
VAT Refunded - 96
CVA creditor write-off 112 -
CVA professional/legal fees (22) -
____ _____
90 96
____ _____
During the fifteen-month period, the Company completed a Company Voluntary
Arrangement ("CVA") with its creditors.
As part of the arrangement, trade creditor balances amounting to £112k were
released, giving rise to a gain. Professional and legal fees directly related
to the CVA during the fifteen-month period totalled £22k and have been
recognised against this gain. The net gain arising from the CVA following its
completion was £90k.
3.Other expenses
15-month period ended 12-month period ended
31 March 2024 31 December 2022
Revenue Capital Total Revenue Capital Total
£'000
£'000
£'000
£'000
£'000
£'000
Restated Restated
Directors' fees - - - 10 - 10
Auditors' remuneration 27 - 27 27 - 27
Other costs 140 - 140 245 - 245
____ ____ ____ ____ ____ _____
167 - 167 282 - 282
____ ____ ____ ____ ____ _____
Since 1 September 2019 secretarial and administration services have been
provided by AlbR Capital Limited ("AlbR") (previously known as Peterhouse
Capital Limited). During the period the total fees payable to AlbR for these
services and the recharge of FCA fees were £47k. The balance due to AlbR at
the balance sheet date was £81k.
The Company had no employees during the period. There were no senior managers
other than the Directors.
4 Tax on Ordinary Activities
Reconciliation of Tax Charge/(Credit)
A reconciliation of the current tax charge/(credit) is set out below:
15-month period ended 31 March 2024 12-month period ended 31 December 2022
£'000
£'000
Restated
Loss on ordinary activities before taxation (77) (225)
_____ _____
Corporation tax at standard rate 23.8% (2022: 19%) (18) (43)
_____ _____
Effects of:
Losses carried forward on which no deferred tax asset is 18 43
recognised
_____ _____
Current period tax charge/(credit) - -
_____ _____
In preparing these accounts, the Board has considered the Company's tax
position and has assessed that no provision for deferred taxation is required
on gains or losses arising on the revaluation or disposal of investments.
At 31 March 2024 the Company had surplus management expenses of approximately
£4,247,158 (31 December 2022: £4,186,528) which have not been recognised as
a deferred tax asset, and non-trade loan relationship deficits of £943,901
(31 December 2022: 943,901 restated).
Factors that may affect future tax charges
The Finance Act 2021 enacted on 10 June 2021 confirmed an increase in the UK
rate of corporation tax to 25% from 19% from 1 April 2023.
5 Return per Ordinary Share
Return per ordinary share attributable to shareholders reflects the overall
performance of the Company in the period.
15-month period ended 31 March 2024 12-month period ended 31 December 2022
Restated
Revenue return (0.44p) (3.17p)
Capital return - -
______ ______
Total return (0.44p) (3.17p)
______ ______
Number Number
Weighted average ordinary shares in issue 17,520,339 7,089,173
_________ _________
6. Investments
15-month period ended 31 March 2024 12-month period ended 31 December 2022
£'000
£'000
Investments listed/quoted on a recognised investment exchange - -
Unquoted investments - -
___ ___
- -
___ ___
The whole of the value of investments is attributable to equity shares.
Fair Value Measurement
The fair value of investments is assessed at each balance sheet and all gains
and losses arising from these assessments are reflected in the capital section
of the Income Statement.
International Financial Reporting Standard ("IFRS") "Financial Instruments:
Disclosures" requires an analysis of investments valued at fair value, based
on the reliability and significance of information used to measure their fair
value. The level is determined by the lowest (that is the least reliable or
independently observable) level of input that is significant to the fair value
measurement for the individual investment in its entirety as follows:
· Level 1 - Valued using quoted prices in active markets for
identical instruments;
· Level 2 - Valued using inputs other than quoted prices that are
directly or indirectly observable;
· Level 3 - Valued using inputs not based on observable market
data.
At 31 March 2024 and 31 December 2022, all investments were fully provided to
nil value; therefore, no assets are classified within Level 1, 2 or 3. There
were no gains or losses on investments in the current or prior periods.
Additionally, the Company did not incur any transaction costs on purchases or
sales.
For all investments held, valuation is determined using the International
Private Equity and Venture Capital Valuation ("IPEV") Guidelines as adopted by
the Company.
7. Other receivables: Amounts falling due within one year
15-month period ended 12-month period ended 31 December 2022
£'000
31 March 2024
£'000
Prepayments 1 2
VAT 11 138
Other debtors 2 -
___ ___
14 140
___ ___
8. Cash at bank
15-month period ended 12-month period ended 31 December 2022
£'000
31 March 2024
£'000
CVA account - 30
Bank accounts - 36
___ ___
- 66
___ ___
9. Creditors: Amounts falling due within one year
15-month period ended 12-month period ended 31 December 2022
£'000
31 March 2024
£'000 Restated
Trade Creditors 152 145
Accruals 64 110
Other Creditors (note 14) 10 86
_____ _____
226 341
___ ___
10. Convertible Unsecured Loans
The Company has issued two categories of convertible unsecured loan notes
("CULNs") as follow:
First category: £100,000 CULNs of £1 each, convertible at the option of the
holder into ordinary shares of the Company at a conversion price of 15p per
share. The notes carry no interest and were repayable on 31 December 2023 as
at the balance sheet date.
Second category: £599,202 CULNs of £1 each, convertible at the option of the
holder into ordinary shares at a conversion price of 2.5p per share. During
2022, £254,028 of these notes converted, leaving £345,173 on the balance
sheet at the prior period end. A further £75,036 converted in April 2023,
leaving a balance of £270,138 at the current year balance sheet date. These
notes were also repayable on 31 December 2023 as at the balance sheet date.
The total outstanding CULNs of £370,138 remained on the balance sheet as
repayable at the balance sheet date. In October 2025, all CULN's were extended
to 31 December 2025, and conditional conversion notices were received (see
note 15). There was no modification as at the balance sheet date; accordingly,
the carrying amounts of the financial liability and the related equity
component remain unchanged.
15-month period ended 12-month period ended 31 December 2022
£'000
31 March 2024
£'000
Convertible Unsecured Loans £100,000 100 100
Convertible Unsecured Loans £270,138 (2022: £345,173) 270 345
Other reserves - equity portion on initial recognition (68) (68)
___ ___
302 377
Other interest expense 68 68
___ ___
Convertible unsecured loan liability 370 445
___ ___
11. Share Capital
31 March 2024 31 December 2022 31 March 2024 31 December 2022
Shares
Shares
£'000
£'000
Restated Restated
Allotted, called up and fully paid
Total ordinary shares of 2.5p each - 15,196,857 - 380
Total ordinary shares of 0.1p each 18,198,295 - 18 -
Total deferred shares of 0.75p each 50,357,414 50,357,414 378 378
Total deferred shares of 2.4p each 18,198,295 - 437 -
_________ ___________ ______ ______
86,754,004 65,554,271 833 758
_________ _________ _____ _____
In April 2023, part of the Convertible Unsecured Loan Notes (CULNs) were
converted, resulting in an issue of additional share capital of 3,001,438 (31
December 2022: 10,161,166).
A share capital reorganisation was approved at the Company's AGM in June 2023
resulting in each existing ordinary share of 2.5p being sub-divided into one
new ordinary share of 0.1p and one deferred
share of 2.4p.
This resulted in the shares being redenominated in July 2023 (31 December
2022: consolidated) from £0.025 (31 December 2022: £0.0025) per share to
£0.001 (31 December 2022: £0.025) per share.
Resolutions were also passed to enable the Company to issue 11,472,175 new
ordinary shares in connection with the conversion of the outstanding CULNs and
issue up to an additional 120,000,000 new ordinary shares for cash.
The ordinary shares are the only class carrying voting rights and entitlement
to dividends and to a return of capital on a winding-up.
The deferred shares carry no right to attend or vote at general meetings, no
right to receive dividends or other distributions, and no right to participate
in a return of capital on a winding-up until after holders of the existing
ordinary shares have received, in aggregate, capital repayments totalling
£100 million. These shares were created as a result of historical share
consolidations and redenominations. They are not listed or traded and are
regarded as having negligible value.
Capital management policies and procedures
The Company's capital management objectives are:
· to ensure, as far as reasonably possible, that the Company will
be able to continue as a going concern; and
· to maximise the capital return to its equity shareholders through
an appropriate balance of equity capital and loan notes.
The Board monitors and reviews the broad structure of the Company's capital on
an ongoing basis. The Company has no externally imposed capital requirements.
The capital of the Company is managed in accordance with its investment policy
detailed in the Strategic Review on page 5.
12. Net Liability Value per Ordinary Share
The net liability value per ordinary share is calculated by dividing the
equity shareholders' funds attributable to ordinary shares by the number of
ordinary shares in issue at the balance sheet date.
31 March 31 December
2024 2022
Restated
Net liability value per share (3.20p) (3.82p)
Net liabilities attributable at end of period (£582,000) (£580,000)
Ordinary shares of 0.1p (2022: 2.5p) each in issue at end of period 18,198,295 15,196,857
_________ _________
Deferred shares carry no rights to participate in capital or income.
13. Financial Instruments
The Company's financial instruments comprise its investment portfolio, cash at
bank, other receivables, trade and other payables and convertible unsecured
loan notes ("CULNs"). The Company holds a small portfolio of financial assets
for investment purposes. The carrying amounts of these instruments approximate
to their fair values.
Listed fixed asset investments (see note 6) are measured at fair value. For
listed securities, this is determined either by the bid price or the last
traded price, depending on the convention of the exchange on which the
investment is listed. Unlisted investments are valued by the Directors based
on all the information available to them at the time of valuation. The fair
value of all other financial assets and liabilities is represented by their
carrying amounts in the Balance Sheet shown on page 24.
Risk Management Objectives and Policies
The Board has overall responsibility for the establishment and oversight of
the Company's risk management framework.
The Company's principal financial instruments are investments held at fair
value, which expose it to a variety of risks. The main risks arising from
these financial instruments are:
(i) market price risk, being the risk that the value of investment
holdings will fluctuate as a result of changes in market prices caused by
factors other than interest rate or currency rate movements;
(ii) interest rate risk, being the risk that the future cash flows of a
financial instrument will fluctuate because of changes in market interest
rates;
(iii) foreign currency risk, being the risk that the value of investment
holdings, investment purchases, investment sales and income will fluctuate
because of movements in currency rates;
(iv) credit risk, being the risk that a counterparty to a financial
instrument will fail to discharge an obligation or commitment that it has
entered into with the Company; and
(v) liquidity risk, being the risk that the Company may not be able to
liquidate its investments to satisfy ongoing operational requirements. The
Company's operations have been cash flow negative since its inception, with
the Company relying on the sale of investments to generate the cash needed to
continue to operate.
The Company held the following categories of financial instruments at the
period end:
31 March 2024 31 December 2022
£'000
£'000
Restated
Financial Instruments
At amortised cost
Cash at bank - 66
Other debtors (note 7) 2 -
___ ___
Financial Liabilities
At amortised cost
Trade and other creditors (note 9) 226 341
Convertible unsecured loan notes (note 10) 370 445
___ ___
596 786
___ ___
Market Price Risk
Market price risk arises mainly from uncertainty about future prices of
financial instruments held. It represents the potential loss the Company might
suffer through holding market positions in the face of price movements. To
mitigate the risk the Board's investment strategy is to select investments for
their fundamental value. Stock selection is therefore based on disciplined
accounting, market and sector analysis, with the emphasis on long term
investments. The very focussed investment portfolio amplifies the risk arising
from factors specific to a country or sector. The Executive Director actively
monitors market prices throughout the period and reports to the Board, which
meets regularly in order to consider investment strategy.
Investment and portfolio performance are discussed in more detail in the
Chairman's Statement on page 3 and further information on the investment
portfolio is set out on page 4.
The Company's portfolio is currently fully provided at £nil (31 December
2022: £nil). Accordingly, direct exposure to market risk at the balance-sheet
date is limited. Future market risk will depend on the acquisition of a new
portfolio following the proposed reverse takeover.
Since the value of the investment portfolio has been completely provided
against in these financial statements, a sensitivity analysis is not possible.
Interest Rate Risk
Fixed Rate
The Company held no fixed interest investments and had no fixed interest
liabilities at 31 March 2024 (31 December 2022: Nil).
Foreign Currency Risk
The Company had no foreign currency exposure at 31 March 2024 (31 December
2022: Nil).
Credit Risk
Credit risk is the risk that a counterparty to a financial instrument will
fail to discharge an obligation or commitment that it has entered into with
the Company. The Directors have in place a monitoring procedure for
counterparty risk, which is reviewed on an ongoing basis.
The Company's maximum exposure to credit risk at the balance sheet date is
limited to the carrying amount of receivables and cash at bank, as the value
of the investment portfolio has been fully provided against in these financial
statements. The table below summarises the carrying amounts of cash and other
receivables at the balance sheet date:
31 March 2024 31 December 2022
£'000
£'000
Cash at bank (note 6) - 66
Other debtors (note 7) 2 -
___ ___
The table is included to provide transparency of the Company's exposure to
cash and receivables, which represent the only financial assets subject to
credit risk at the balance sheet date.
As at 31 March 2024 and 31 December 2022 the Company held 3 per cent or more
of issued share capital of the following company:
31 March 31 March 31 December 2022 31 December
Number of
2024 2024
ordinary shares issued 2022
Number of
Percentage
Percentage
ordinary shares issued
held
held
Anglo African Minerals plc 444,648,075 25.4% 444,648,075 25.4%
This company is not treated as an associate. The Company has elected the IFRS
investment entity fair value option, and therefore accounts for this
investment at fair value through profit and loss rather than using the equity
method.
Liquidity Risk
Since the value of the investment portfolio has been completely provided
against in these financial statements, the Company had no measurable liquidity
risk relating to its investments at the balance sheet date.
The Company maintains minimal overheads and is financed through convertible
loan notes and equity.
A maturity analysis of financial liabilities is presented below:
31 March 2024 < 3 months £'000 3-12 months £'000 1-2 years Total £'000
£'000
Trade and other payables 226 - - 226
Convertible unsecured loan notes(1) 370 - - 370
___ ___ ___ ___
Total 596 - - 596
___ ___ ___ ___
1. (In October 2025 conditional conversion notices were received to
convert these to shares upon publication of a prospectus no later than 31
December 2026.)
The Directors monitor cash flow forecasts regularly to ensure that the Company
has sufficient liquidity on a rolling twelve-month basis.
14. Related Party Transactions
The Directors are considered related parties. Details of the fee arrangement
with the Executive Director are included within the Directors' Report under
the heading Management Arrangements and are disclosed in note 2.
There are no other transactions with the Board other than aggregated
remuneration for services as directors as disclosed in the Directors'
Remuneration Report on pages 15 and 16, and as set out in note 2 to the
financial statements.
There were fees of £10,000 (31 December 2022: £10,000) due to past directors
at the balance sheet date, included in other creditors (note 9).
Martin Lampshire, a director, has a consultancy arrangement with AlbR Capital
Limited, the Company's Administrator and Secretary. This arrangement is
entirely independent of Mr Lampshire's role as a director of the Company.
As a result of the Company holding more than 20% of the shares in AAM, it is
considered a related party. There were no transactions with AAM during the
period.
15. Post Balance Sheet Events
The following material events occurred after the reporting date:
· 26 April 2024: The Company's accounting reference date was
extended to 31 March 2024.
· 28 January 2025: 6,524,880 new ordinary shares of 0.1p each
issued at 1.25p per share.
· 12 August 2025: The Company raised £250k (before expenses) via
the issue of zero coupon unsecured convertible loan notes (CULN's).
· 14 August 2025: The Company signed non-binding heads of terms to
acquire Nabirm Global LLC via a proposed reverse takeover.
· 20 August 2025: Royce Peeling Green Limited ("RPG") were
appointed as auditors, following the resignation of PKF Littlejohn LLP
(registered on Companies House on 1 September 2025). Their appointment is
subject to shareholder approval at the forthcoming Annual General Meeting.
· 20 October 2025: The Company received conditional conversion
notices in respect of the £370k CULNs outstanding at 31 March 2024.
Conversion is conditional upon publication of a prospectus to enable the issue
of the underlying shares by no later than 31 December 2026, and shall occur
automatically on publication of that prospectus if published by that date. At
the date of approval of these financial statements, the conversion condition
had not been met.
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