REG - GRIT Investment Tst. - Unaudited Interim Results
05/11/2025 07:00
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RNS Number : 1823G GRIT Investment Trust PLC 05 November 2025
GRIT Investment Trust PLC
LEI Code 2138005OJKGWG3X4SY51
5 November 2025
GRIT Investment Trust plc "GRIT"
or "the Company"
Unaudited interim results for the twelve months ended 31 December 2023
Chairman's statement
Following the Company's request that the listing in its shares be temporarily
suspended from 20 March 2024, the Company's shares remain suspended from
trading on the London Stock Exchange pending the identification and execution
of a suitable transaction to restore the Company's listing.
In August 2025, the Board announced that it had signed non-binding heads of
terms to acquire Nabirm Global LLC ("Nabirm") through a reverse takeover
("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.
The Company continues to operate with minimal overheads and in August 2025, by
way of a fundraising, secured sufficient resources to support the pursuit of
this transaction. 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.
Set out below is the unaudited interim statement covering the twelve months
ended 31 December 2023. The financial information is presented as an unaudited
interim statement and is required due to the change in the company's financial
year-end to 31 March 2024, announced on 26 April 2024. A loss of £44,000 is
reported for the twelve months ended 31 December 2023, compared to a restated
loss of £225,000 for the twelve months ended 31 December 2022. The board
continues to manage costs carefully in an effort to preserve shareholder
value.
Salient events
Completion of Creditors Voluntary Arrangement ("CVA")
In May 2023 the Company announced that the CVA was successfully completed
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 is an important step forward for the
Company which can now plan a future free of its historical debts.
Share Capital Reorganisation and Conversion of the outstanding Convertible Unsecured Loan Notes ("CULNs")
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.
Resolutions were also passed to enable the Company to issue 11,472,175 new
ordinary shares in connection with the conversion of the outstanding CULN's
and issue up to an additional 120,000,000 new ordinary shares for cash.
In April 2023, 3,001,438 ordinary shares were issued at 2.5p per share upon
conversion of £75,036 nominal of CULNs. The balance of outstanding loan notes
remain within creditors on the balance sheet.
Redenomination
In July 2023, the Company redenominated 18,198,295 ordinary shares of 2.5p
each into 18,198,295 ordinary shares of 0.1p each.
Unaudited Financial Results
· Loss for the 12 months ended 31 December 2023: £44k (2022
audited: £225k loss restated)
· Net liabilities as at 31 December 2023: £549k (2022 audited:
£580k restated)
· Cash at year end: £0k (2022 audited: £66k)
· No dividend has been declared.
Outlook
The Board is focused on completing a transaction that will restore shareholder
value through a readmission of the Company's shares. The successful
fundraising in August 2025 provides the Company with the resources required to
pursue this strategy, and the Board looks forward to updating shareholders as
progress is made.
Work is ongoing to finalise and publish the Company's outstanding audited and
interim financial statements for subsequent reporting periods as soon as
possible.
Richard Lockwood
Chairman
November 2025
Enquiries:
GRIT Investment Trust plc
Tel: +44 (0)20 3198 2554
AlbR Capital Limited (Broker)
Tel: +44 (0)20 7469 0930
Income Statement
Unaudited Audited
For the 12 months ended 31 December Revenue 2023 £'000 Capital 2023 £'000 Total 2023 £'000 Revenue 2022 Capital 2022 £'000 Total 2022 £'000
£'000 Restated
Restated
Notes
Income - - - - - -
Other income 90 - 90 96 - 96
Other expenses (134) - (134) (282) - (282)
Net gain/(loss) before finance costs and taxation (44) - (44) (186) - (186)
Interest payable and similar charges - - - (39) - (39)
Net gain/(loss) on ordinary activities before taxation (44) - (44) (225) - (225)
Taxation on ordinary activities - - - - - -
Net gain/(loss) attributable to equity shareholders (44) - (44) (225) - (225)
Loss per ordinary share (pence) 3 0.25 - 0.25 3.40 - 3.40
The 'total' column of this statement represents the Company's profit and loss
account, prepared in accordance with IFRS. All revenue and capital items in
this statement derive from continuing operations. All of the profit for the
period is attributable to the owners of the Company.
No operations were acquired or discontinued in the year.
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.
Balance Sheet
Unaudited Audited
As at 31 December 2023 £'000 31 December 2022 £'000
Restated
Notes
Current Assets
Investments - -
Other receivables 10 140
Cash at bank 0 66
10 206
Creditors: amounts falling due within one year
Trade and other payables (189) (341)
Convertible unsecured loans (370) (445)
Net liabilities (549) (580)
Capital and reserves
Called up share capital 833 758
Share premium 36,922 36,922
Capital reserve (32,697) (32,697)
Revenue reserve (5,675) (5,631)
Other reserve 68 68
Equity shareholders' funds deficit (549) (580)
Net deficit per share (pence) 4 3.02 3.82
Statement of changes in equity
Share premium account £'000 Revenue reserve deficit £'000
Share capital £'000 Capital reserve £'000 Other reserve £'000
Total £'000
Balance at 1 January 2022 504 36,922 (32,697) (5,406) 68 (609)
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 (audited) 758 36,922 (32,697) (5,561) 68 (510)
Prior year adjustment - - - (70) - (70)
Balance at 1 January 2023 (restated) 758 36,922 (32,697) (5,631) 68 (580)
Loss on ordinary activities after taxation - - - (44) - (44)
Total comprehensive income for the year - - - (44) - (44)
Shares issued during the year 75 - - - - 75
Balance at 31 December 2023 (unaudited) 833 36,922 (32,697) (5,675) 68 (549)
The revenue reserve represents the amount of the Company's reserves
distributable by way of dividend.
Cash flow statement
Unaudited Audited
For the 12 months ended 31 December 2023 2022
£'000
£'000
Restated
Notes
Operating activities
(Loss) before taxation (44) (225)
Other interest expense - 39
Decrease/(Increase) in receivables 130 (140)
(Decrease) in payables (152) (96)
Net cash outflow from operating activities before and after taxation (66) (422)
(Decrease) in cash in the year (66) (422)
Net cash at the start of the year 66 488
Net cash at the end of the year 0 66
The accompanying notes are an integral part of the financial statements.
Notes
1. Interim Results
These condensed financial statements have been prepared in accordance with
International Financial Reporting Standards ('IFRS') and IAS 34 'Interim
Financial Reporting' as adopted in the UK. They follow the same accounting
policies as those set out in the audited statutory accounts of the Company for
the year ended 31 December 2022. The condensed financial statements do not
contain all of the information required for a full set of IFRS financial
statements and should be read in conjunction with the Company's financial
statements for the year ended 31 December 2022. There have been no significant
changes to management judgements or estimates during the period.
2. Going Concern Basis of Accounting
At the time of approving these financial statements, the Directors have a
reasonable expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. In August 2025 the Company
successfully raised £250,000 (before expenses) via the issue of zero coupon
unsecured convertible loan notes to support its working capital requirements
while it pursues the proposed reverse takeover. Accordingly, the Directors
continue to adopt the going concern basis of accounting in preparing these
financial statements.
3. Prior Year Adjustment
During the period, the Company identified administrative expenses of £70,000
recorded in FY23 but relating to FY22. The comparatives presented for the
prior period have been adjusted to reflect this correction. This adjustment
has no impact on cash or cash equivalents.
4. Return per Ordinary Share
The revenue loss per ordinary share for the twelve months ended 31 December
2023 is based on a net loss after taxation of £44,000 and a weighted average
of 17,343,091 ordinary shares in issue during the period. The capital return
per ordinary share for the twelve months ended 31 December 2023 is based on a
net capital profit after taxation of £nil and the same weighted average
number of ordinary shares.
5. Net Asset Value per Ordinary Share
The net asset value per ordinary share is based on net liabilities of
£549,000 (31 December 2022: £580,000 restated) and on 18,198,295 ordinary
shares in issue at the period end (31 December 2022: 15,196,857).
6. Related Party Transactions
The Board of Directors is considered a related party of the Company. Directors
receive fees for their services. Total directors' fees for the twelve months
to 31 December 2023 were £nil (twelve months ended 31 December 2022:
£10,000). As at 31 December 2023, amounts payable to directors totalled
£10,000 (31 December 2022: £10,000). There were no other related party
transactions during the period that had a material effect on the financial
position or performance of the Company.
7. Post Balance Sheet Events
The following material events occurred after the reporting date:
· 20 March 2024: Temporary suspension of listing of the Company's
shares.
· 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.
· 14 August 2025: The Company raised £250,000 (before expenses)
via the issue of zero coupon unsecured convertible loan notes.
· 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.
Interim Report Statement
This Interim Report has not been audited or reviewed in accordance with the
Auditing Practices Board guidance on 'Review of Interim Financial
Information'. These condensed financial statements do not constitute statutory
accounts as defined in Section 434 of the Companies Act 2006 and are
unaudited.
Statutory accounts for the year ended 31 December 2022, which were prepared in
accordance with UK-adopted international accounting standards, received an
unqualified audit report and did not contain a statement under Section 498 of
the Companies Act 2006. These accounts have been filed with the Registrar of
Companies. No statutory accounts in respect of any period after 31 December
2022 have been reported on by the Company's auditor or delivered to the
Registrar of Companies.
Directors' Statement of Principal Risks and Uncertainties
The risks, and the way in which they are managed, are described in more detail
in the Strategic Report contained within the Annual Report and Financial
Statements for the year ended 31 December 2022. In the opinion of the
Directors, the Company's principal risks and uncertainties did not change
materially since the date of that report for the remainder of the Company's
financial reporting period to 31 December 2023.
Statement of Directors' Responsibilities in Respect of the Interim Report
We confirm that to the best of our knowledge:
· the condensed set of financial statements has been prepared in
accordance with IAS 34 'Interim Financial Reporting' as adopted in the UK and
gives a true and fair view of the assets, liabilities, financial position and
loss of the Company;
· the Chairman's Statement and Executive Director's Review
(together constituting the Interim Management Report) include a fair review of
the information required by the Disclosure Guidance and Transparency Rules
('DTR') 4.2.7R and 4.2.8R, being an indication of important events that have
occurred during the twelve-month period and their impact on the financial
statements; and
· other than directors' remuneration as disclosed in Note 5, there
have been no related party transactions that materially affected the financial
position or performance of the Company during the period.
On behalf of the Board
Richard Lockwood
Chairman
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