REG - Supply@ME Capital - 2024 Annual Report and Accounts
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RNS Number : 0762D Supply@ME Capital PLC 13 October 2025
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU, WHICH IS PART OF DOMESTIC LAW OF THE UNITED KINGDOM OF
GREAT BRITAIN AND NORTHERN IRELAND ("UK") PURSUANT TO THE MARKET ABUSE
(AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK
MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
13 October 2025
Supply@ME Capital plc
(the "Company", "Supply@ME" or "SYME" and, together with its subsidiaries, the
"Group")
2024 Annual Report and Accounts
SYME, the fintech business which provides an innovative fintech platform (the
"Platform") for use by manufacturing and trading companies to access Inventory
Monetisation© ("IM") solutions enabling their businesses to generate
cashflow, is pleased to announce its 2024 Annual Report and Accounts providing
the Group's final consolidated results for the year ended 31 December 2024
("FY24 Annual Report and Accounts"). The Company acknowledges the delay in the
publication of FY24 Annual Report and Accounts and the related temporary
suspension of the Company's shares from the Official List and from trading on
the London Stock Exchange which took effect at 7.30am on 1 May 2025. Following
the publication of the FY24 Annual Report and Accounts, and the publication of
the unaudited interim results for the six month period ended 30 June 2025
which is expected shortly, the Company intends to make an application to the
Financial Conduct Authority ("FCA") for the temporary suspension of the
Company's shares from the Official List and from trading on the London Stock
Exchange to be lifted.
Financial summary from the year ended 31 December 2024:
· Group revenue of £129,000 was recognised during the year ended 31
December 2024 ("FY24") compared to £158,000 recognised during the year ended
31 December 2023 ("FY23"). This covers the full range of inventory
monetisation revenue streams. The low level of revenue reflects the continuing
challenges the Group has faced in fully converting inventory funding
opportunities into inventory monetisation transactions. Despite this, the
Group continues to work to further develop and prove its business model as
detailed later in this announcement.
· Group operating loss from continuing operations before impairment
charges and fair value adjustments of £2.3 million during FY24 compared to
£3.6 million during FY23. The reduction of £1.3 million in the adjusted
operating loss during FY24 is due to a significant focus on cost saving
efforts by the Group considering both the funding challenges and the
continuing low level of revenue, together with a lower level of corporate
activities than those that took place during FY23.
· The Group faced significant funding challenges during FY24. This is
primarily the result of under performance by The AvantGarde Group S.p.A
("TAG") in terms of the £3.5 million top-up unsecured shareholder loan
agreement dated 28 September 2023 and amended on 30 September 2024 (the
"Top-Up Shareholder Loan Agreement"). To date the Group has not received any
of this committed funding, however a total of £1.3 million was received from
TAG during FY24 relating to other contractual commitments that were entered
into during FY23. Further details can be found in the financial review section
of this announcement and the Group's consolidated financial statements.
· A new equity subscription was completed during May 2024 in order to
help address the significant funding challenges at that point in time. This
resulted in gross proceeds received by the Group of £1.6 million.
· A new funding agreement with Nuburu Inc. ("Nuburu") was announced in
March 2025 and subsequently amended in June 2025 and August 2025 following
delays in the receipt of funding from Nuburu against the agreed payment
schedules. As at the date of release of the FY24 Annual Report and Accounts, a
total of USD $2.95 million has been received by the Company from Nuburu under
the new funding agreement.
· The continued low level of revenue has led to another year of losses,
the fifth year in a row since the reverse take over in March 2020 which saw
the Supply@Me Group listed on the standard list of the main market in London.
This together with specific risks connected to the committed Nuburu funding
has led to the Directors identifying certain material uncertainties in the
going concern assumption used to prepare the Group's consolidated, and stand
alone Company, FY24 financial statements. Further details can be found in the
financial review section of this announcement and note 2 to the Group's
consolidated FY24 financial statements.
FY24 Operational Highlights
· The current amount of inventory which has been monetised to date
using the SYME Platform through "the first purchase" inventory monetisation
transactions is £4.5 million as at 30 September 2025, this compares to £3.5
million as at 16 December 2024 and £1.9 million as at 20 September 2024. The
above numbers are inclusive of VAT where applicable.
· As at 30 September 2025 (being the latest practicable date prior to
this announcement) the Group had a client company inventory monetisation
pipeline of £87.3 million which is supported by signed letters of interest or
term sheets. This compares to £31.3 million reported in the 2023 Annual
report as at 19 April 2024. The last market update of the client company
pipeline was £125.2 million as at 16 December 2024 calculated on the same
basis. The decline since December 2024 largely reflects the delays in securing
further inventory funding for monetisation transactions. Further details of
the Group's inventory monetisation pipeline KPI can be found later in this
announcement.
· Continued focus on broadening the business models Supply@Me can
provide its inventory monetisation solution to, and improvement of the
processes that support pre and post monetisation activities including due
diligence, monitoring and reporting and the IM Platform.
· Continued collaboration with a variety of different inventory funders
in order to explore and develop a variety of business lines. This
collaboration has at times taken a lot longer than initially anticipated due
to the size of some of the inventory funders, the early stage of the Group in
terms of fully rolling out its business model and the requirement for
solutions to be proposed in order to address unforeseen changes to the model
in certain circumstances.
· Successful first issuance of a secured bond valued at up to €5
million by one of the independent stock companies owned by Société
Financière Européenne S.A ("SFE"), of which the first €3.5 million has
been subscribed by a global player in the asset management industry. This
resulted in the delivery of two new inventory monetisation transactions in
December 2024 and January 2025. Together these two new transactions accounted
for the first purchase of £2.4 million of inventory (inclusive of VAT) over
the Group's Platform.
Summary of FY24 financial results
Consolidated financial summary:
2024 2023
£000 £000
Continuing operations
Revenue from continuing operations 129 158
Adjusted operating (loss)(1) (2,329) (3,625)
(Loss) before tax from continuing operations (3,062) (4,160)
Income tax 139 -
(Loss) from discontinued operations(2) - (185)
Total loss for the year (2,923) (4,345)
Total assets 1,175 2,184
Net (liabilities) (4,246) (3,807)
( )
(1 )Adjusted operating loss is the operating (loss) from continuing
operations before impairment charges and fair value adjustments.
(2) The discontinued operations reported in the comparative FY23 period
relates to the operations of the TradeFlow Capital Management Pte. Ltd.
("TradeFlow") and its subsidiaries (the "TradeFlow Group"). The disposal of
81% of the TradeFlow operations (the "TradeFlow Restructuring") was completed
on 30 June 2023.
Operational Pipeline KPI
As at 30 September 2025 As at 19 April
Unaudited 2024
Unaudited
Warehouse goods monetisation pipeline £87.3m £31.3m
The pipeline KPI represents the current potential value of warehoused goods
inventory to be monetised with client companies with whom there is either a
signed letter of interest or term sheet in place between Supply@ME and the
client company. The Group has made the decision that the reporting of the full
pipeline number is no longer the most appropriate operational KPI to report
and instead going forward will only report the pipeline that is supported by
signed letters of interest or term sheets. This updated pipeline figure aims
to illustrate the value of the pipeline whereby there is a demonstrated level
of commitment from the client company to move forward with the SYME due
diligence and onboarding processes. This decision was made following the full
review of the Group's pipeline that was referenced in the 2023 Annual Report.
It should be noted that the warehouse goods monetisation pipeline figure is
not pipeline revenue expected to be earned by the Group and this reported
pipeline figure does not represent all the client companies with whom the
Company is currently discussing its products. It is reported at the most
practicable date possible prior to the issue of this annual report (being 30
September 2025) and has been calculated on a consistent basis to the prior
year comparative for the value of the pipeline supported by either a signed
letter of interest or term sheet. It should be noted that of the current
pipeline figure of £87.3 million, there is three individual clients that
together account for approximately 95% of the total pipeline.
Alessandro Zamboni, CEO, Supply@ME Capital plc, said:
"It has been a challenging year for all the Group's stakeholders and I hope
that with the new funding from Nuburu and renewed focus on new business, we
can accelerate our progress towards the goal of making SYME's IM platform a
success"
For the purposes of UK MAR, the person responsible for arranging release of
this announcement on behalf of SYME is Alessandro Zamboni, CEO.
Legal notices:
An electronic copy of the FY24 Annual Report and Accounts will shortly be
available for inspection on the Company's website at
https://www.supplymecapital.com/page-results-and-reports/ and will be
submitted to the National Storage Mechanism maintained by the FCA and will be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . A hard copy version
of the FY24 Annual Report and Accounts will be dispatched to those
shareholders who have elected to receive paper communications in due course.
Forward looking statements and other important information:
This document contains forward looking statements, which are statements that
are not historical facts and that reflect Supply@ME's beliefs and expectations
with respect to future events and financial and operational performance. These
forward looking statements involve known and unknown risks, uncertainties,
assumptions, estimates and other factors, which may be beyond the control of
Supply@ME and which may cause actual results or performance to differ
materially from those expressed or implied from such forward looking
statements. Nothing contained within this document is or should be relied
upon as a warranty, promise or representation, express or implied, as to the
future performance of Supply@ME or its business. Any historical information
contained in this statistical information is not indicative of future
performance.
The information contained in this document is provided as of the dates
shown. Nothing in this document should be construed as legal, tax,
investment, financial, or accounting advice, or solicitation for or an offer
to invest in Supply@ME.
Contact information:
Alessandro Zamboni, CEO, Supply@ME Capital plc, investors@supplymecapital.com
Notes:
SYME and its operating subsidiaries provide its Platform for use by
manufacturing and trading companies to access inventory trade solutions
enabling their businesses to generate cashflow, via a non-credit approach and
without incurring debt. This is achieved by their existing eligible inventory
being added to the Platform and then monetised via purchase by third party
inventory funders. The inventory to be monetised can include warehouse goods
waiting to be sold to end-customers or goods/commodities that are part of a
typical import/export transaction.
FY24 ANNUAL REPORT AND ACCOUNTS
Chairman's Statement
Dear Shareholders,
2024 has been another challenging year for Supply@ME. The inventory funding
solution offered by the Supply@ME Group is taking longer to implement at scale
which has led to the anticipated revenue flows being slower to establish than
the Board or executive team had envisaged.
As a result, the Group experienced a further year of losses despite the
efforts undertaken to scale the business and improve the revenue generation.
This, together with the funding issues, experienced as a result of the
committed funders underperforming against their obligations has resulted in
the Directors recognising certain material uncertainties exist in relation to
the going concern assumptions made to support the preparation of the 2024
financial statements. Details of these can be found in the Group's
consolidated financial statements.
As the team keeps working to refine the business model to marry certain
in-built complexity with its scalable application, solving this challenge
effectively will likely be what, with time, makes the Group successful and
brings to fruition the substantial amount of effort invested to establishing
the business to date.
As part of this, it was pleasing to see that during the second half of 2024
and early 2025 there has been real progress in terms of establishing a bond
funding structure through a subsidiary of SFE to provide inventory funding for
the Group's client company pipeline in a manner which will enable access to
the asset class to a range of funders. This is expected to give Supply@ME the
enhanced ability to service and develop its client company pipeline and hence
over time improve the scale and predictability of revenue generation, the end
result of which will be to give the Group a chance to restore investor
confidence.
On the other hand, the high hopes we had for the White-Label strategy taking
off starting with Banco BPM S.p.A. ("BBPM") have not yet materialised. While
the team believes the White-Label value proposition and the strategy remain
valid and continues the work to bring it about, we must wait to see the
evidence of its success.
Considering this, attracting the funding to the business to continue
developing and establishing itself and its Inventory Monetisation product
whilst sufficient revenue is being generated has proved a significant
challenge during 2024. The support afforded to Supply@ME through the Top-Up
Shareholder Loan Agreement, and the subsequent amendments to this did not
materialise as expected and, as result, the Company had to seek alternative
funding options which resulted in securing new equity funding with gross
proceeds of £1,552,500 in May 2024. At the time, the Company anticipated that
TAG would then be able to continue its support until the flow of revenue
increased. However, with the continued under performance of the Top-Up
Shareholder Loan Agreement, it became apparent over time that the Company
needed to find further alternative funding routes to allow the Group to
continue operating.
These efforts culminated in the agreement with Nuburu in the form of the new
funding facility announced on 19 March 2025, which was then amended in June
2025 and August 2025 following certain technical and regulatory limitations
facing Nuburu in complying with the original payment schedule. These
amendments updated the committed payment dates and aligned these with actions
being taken by Nuburu to raise capital to allow it to complete its strategic
investments and meet its commitment to the Company under the new funding
facility. The Nuburu funding agreement is convertible into the Company's
shares subject to various shareholder and regulatory approvals and following
the full conversion of the new facility, Nuburu will have a controlling
interest in Supply@ME. In addition to becoming the Group's new corporate
funder, Nuburu has expressed an interest, and more recently taken positive
steps, towards participating in the funding of the Inventory Monetisation
transactions from the Group's client company pipeline which has the potential
to further improve the future revenue generation by the Group.
Albert Ganyushin, Chairman, Supply@ME
CEO Statement
Dear Shareholders,
As ever I am bullish about the need for, and applicability of, the unique
concept of Inventory Monetisation that Supply@ME has spent considerable time
developing and refining. Our progress in establishing and proving the
business model's full potential has been slower than I had anticipated which
has been frustrating for the team and shareholders, myself included. The delay
in the publication of the FY24 Annual Report and Accounts by the required
deadline earlier this year unfortunately resulted in the temporary suspension
of trading of the Company's shares. The Board acknowledges the negative impact
this has had on its various stakeholders and hopes to have the temporary
suspension lifted as soon as possible. I also acknowledge that there are
continued material uncertainties in the going concern assumption made to
support the preparation of the 2024 financial statements and that the business
needs to demonstrate that it can generate increased levels of revenue such
that it can reduce its reliance of external funding.
During 2024 and early 2025 there has been some success through the delivery of
two new Inventory Monetisation transactions underpinned by the issuance of a
secured bond valued up to €5million issued by one of SFE's subsidiary stock
companies, of which the first €3.5million was subscribed by a global player
in the asset management industry. This endorsement by an institutional
inventory funder is important progress, demonstrating trust in the Supply@ME
model. It also provides a platform from which to provide impetus to develop
the strategy of building a portfolio approach for inventory funders, enabling
SMEs to access the inventory monetisation solution.
The delays in delivering the White-Label strategy with BBPM has been a
disappointment, progress has been slow due to the bank's initial requirement
for a remarketer to be present in each transaction. Competitors acting as
remarketers for one another proved challenging to agree. Supply@ME has
provided a proposed solution with the help of its legal advisors and is
currently waiting for the approval from BBPM in order to move the project
forward into the next stage also with additional clients of the bank who are
potentially interested in Inventory Monetisation. It is my hope that this can
commence again in earnest now that the potential acquisition discussions
concerning BBPM have not been approved. External forces also thwarted the
completion of the initial agreements with the neo banking group referred to in
our previous business updates, with this initiative having to be placed on
hold for now.
There have been a significant number of changes to the Supply@ME team during
2024 and to date in 2025, attrition has been higher than desirable due to
delays in funding and revenue generation. This has resulted in the remaining
team members working hard to cover more broader roles than those covered by
their individual job descriptions and areas of specialism. I would like to
take this opportunity to thank my team for their unwavering support of the
Inventory Monetisation product and Supply@ME.
The new strategic funding partnership with Nuburu agreed in early 2025
addresses the funding challenges which coloured 2024. The delays that have
been experienced to date in the funding from Nuburu were unfortunate and added
further challenges for the Company to overcome. Given the recent payments
received from Nuburu, the Board is now more confident that this agreement will
support the current funding needs of the Company. It also offers the
opportunity to facilitate further Inventory Monetisation transactions by
Nuburu's expression of interest in providing the junior risk in each Inventory
Monetisation transaction. This may unlock a barrier and allow the successful
completion of larger Inventory Monetisation transactions through the test and
learn processes which the Group has undertaken in recent years.
Alessandro Zamboni, CEO, Supply@ME
Our business model
Supply@ME currently provides Open Market IM transactions (being an IM
transaction from the pipeline originated by the Group and funded by
third-party investors) and is developing its White-Label services to
facilitate our unique inventory monetisation product.
The business model of a prospective client company will be initially
categorised into one of the different inventory models set out below. The
Supply@ME team has developed specialist inventory analysis expertise for each
of these models based on the characteristics of the industry and inventory as
a "one size does not fit all" where inventory monetisation is concerned.
Generic Goods
Client companies who trade finished goods, so purchase and resell specific
goods, are a tried and tested client model for the Group and hence can move
through the onboarding and due diligence process swiftly.
Orders Based Model
Client companies who create or manufacture products "to order" can be serviced
by Group's "orders based model". The Supply@ME team has developed a
methodology to analyse the inventory SKUs required to satisfy orders received
by the client company and which are used for internal client project required
to deliver these orders.
Maturing Goods
The Group has developed a methodology for goods that mature over time and
whose price appreciates or gathers wealth as they mature. These goods are
typically in the agri-food sector such as cheese or wine, and leverage
available external price matrices to benchmark the current value of the
maturing products. The Group has also developed methodologies which will allow
it to assess the inventory value for goods that appreciate during the
maturation process but for which specific external pricing matrices are not
available. This will open up the market to a broader base of companies whose
goods mature, for example cheese, wine and cured meats. To date these
methodologies have not been implemented in a specific inventory monetisation
transaction, but the Group has been working closely with a number of customers
that fit this specification and hopes to establish its credentials in this
area in the future.
Manufacturing
Where a client company takes raw materials and transforms them into finished
goods, Supply@ME has developed a methodology to identify eligible items that
includes both the raw materials (before transformation) and the finished goods
(after transformation).
The overall inventory monetisation structure involves a number of different
players and the overall inventory monetisation structure aims to provide a
unique working capital solution to client companies through the legal sale of
their inventory to third party independent stock companies. Inventory
Funders can then invest in or purchase this inventory and receive a return and
access to inventory as an asset class.
The services Supply@ME provides are pre and post inventory monetisation as
outlined below:
Pre-Inventory Monetisation activities are carried out directly with the client
company wishing to have their inventory monetised, including due diligence in
respect of the client company itself and its potential eligible inventory, and
origination of the full IM contracts with the relevant stock company.
After initial discussions are held with the client, the appropriate inventory
model, as outlined above, is applied. The Supply@ME team then, using secure
data sharing and collaboration of the client, carry out an early-stage
in-depth analysis of sales history, historical inventory data, and future
projected sales which then allows an initial value of eligible monetisable
inventory to be determined. During this stage, the Group's inventory analysis
expertise is used to assess this data on a granular level which includes
breaking the initial eligible inventory down to an individual Stock Keeping
Units ("SKUs") level.
This detailed assessment further filters out and identifies typical ineligible
inventory items according to the Supply@ME inventory due diligence parameters
(or "Risk Appetite"). Further consideration is also given to inventory turns,
forecast and historical sales, margins, seasonality, rates of obsolescence,
and criticality of the SKU to the client. The selected SKUs chosen meet the
Group's, the stock company, and the inventory funder's risk appetite. The
result of this detailed analysis in a list of qualifying SKUs that are
considered as eligible items for a potential Inventory Monetisation
transaction. Alongside this, an in depth analysis is then completed on the
client's business (e.g. credit analysis) and processes including, for example,
how they track and store inventory, manage orders, and deliver orders etc.
Additionally, analysis is carried out in terms of potential remarketers that
can be used to mitigate the risk for the inventory funders of the disposal of
any unsold goods, where required. Each deal is then run through the stock
company's cashflow model to ensure sustainability parameters are not breached.
Once a specific inventory funder accepts a specific client company, the
process moves from the due diligence to the contracting phase, and it is here
that the formal commercial contract between the client company and the
relevant stock company governing the IM transaction are negotiated and
finalised.
Lastly, once the contracts are signed by the stock company and the client
company, training is given on the Trading Module to ensure a best in class
user experience for the client in uploading their first, and subsequent files.
The client is then ready to carry out their first IM.
During the process our inhouse Customer Relation Management ("CRM") Module
tracks each client's progress through the origination phase.
Post-Inventory Monetisation activities are carried out directly with the
relevant stock company including the usage of the Supply@ME platform under a
Software as a Service ("SaaS") contract and the support and administration
activities such as the monitoring, controlling, and reporting on the inventory
monetised.
The Supply@ME IM Platform records, monitors and reports on the inventory being
monetised. The stock company also relies on the Group's expertise in
monitoring, controlling, and reporting on the eligible inventory items post
monetisation as part of the inventory servicer activities provided. To
facilitate these activities, throughout the course of a contract the client
company must provide inventory data extracted from their Enterprise Resource
Planning ("ERP") system which allows the Group to carefully monitor the
inventory monetised (via inventory analytics) and to identify anomalies to be
queried with the client company.
In the case of the eligible order-based inventory models the Supply@ME team
has developed a methodology to analyse the inventory SKUs required to satisfy
orders received by the client company and which are used for internal client
projects required to deliver these orders. The Group's monitoring team set Key
Performance Indicators ("KPIs") and Key Risk Indicators ("KRIs") based on the
in-depth knowledge of the client's business model and selected eligible SKUs
gained during the due diligence process. This allows them to quickly,
robustly, and efficiently monitor and assess the performance of each SKU as up
to date data is received from the client company. The data used to complete
the monitoring activities includes detailed information on the client
company's sales, inventory movements, end customer orders, and supplier
purchase orders. This continuous monitoring process enables the Group to
understand and report to the stock company (who own the goods as a result of
the Inventory Monetisation) if the client company is adhering to the operating
cycles and behaviours observed during the due diligence phase. Data driven
discussions are held with the client around any anomalies detected and if
necessary, remediation strategies are agreed. Following this, the monitoring
and reporting cycle begins again.
In our live clients we have seen evidence of minor anomalies due to unexpected
client behaviours. Once we held the data driven discussions with the clients,
they refined some of their processes to behave as per the expectations of our
legal frameworks. It is reassuring that our monitoring procedures can identify
these kinds of anomalies, and even more so that the clients amend their
behaviours appropriately. This leads to a lasting value add relationship
between Supply@ME, the stock company, and the clients.
The Platforms "data factory" module facilitates the level of data ingestion
required, automated application of key business rules and the creation of a
unique inventory data-lake to design and develop advanced inventory data
analytic metrics such as seasonality, obsolescence risk, critical components,
margin and sales trends, and to some extent, client behaviours. Together this
enables the Group to effectively monitor and identify anomalies in the
inventory data being collected for monitoring and reporting purposes.
The Group provide administrative support in the facilitation of the client
company's buybacks of the inventory monetised, and refills of new eligible
inventory items over the course of the IM transaction contract.
As a result of the granular level of data ingestion and storage available
through the Platform, Supply@ME is able at any time to provide an up-to-date
picture of the inventory monetised (and therefore owned) by the relevant stock
company, together with any receivable amounts owed to the relevant stock
companies. This seeks to provide our traditional funding partners with the
necessary reassurance and transparency needed for such IM transactions.
As the Group's business scales up, the focus will be on how to augment the
existing technology to allow the activities referred to above to be completed
in the most efficient and effective way. This will be particularly important
as the volume of data being collected, monitored, and reported on increases
with each new IM transaction that is facilitated over the Platform, and as the
business seeks to refine and improve its existing processes.
This model can be flexed and adapted based on the requirements of the
inventory funders particularly in the case of White-Label partners. For
example the level of due diligence required on a particular client company may
vary if it is already a client of a White-Label inventory funder, or they may
not require the use of a stock company in a particular structure, in which
case some of the post-inventory monetisation fees (such as the SaaS license
fee) may be charged directly to the White-Label inventory funder rather than
to the relevant stock company.
Business line update
Open Market Inventory Monetisation
As outlined above Open Market IM transactions are those originated by the
Group from its internal pipeline and which are funded by the independent stock
companies through use of funds from third party investors.
Italian Neo Banking Group Alliance
On 29 April 2024, the Company announced that it had entered into an agreement
with SFE and an Italian neo banking group aimed at deploying an Inventory
Monetisation programme. The Italian neo banking group, through its investment
banking division, would act as arranger and, following the necessary internal
approvals, was expected to fund the senior notes and part of the junior notes
issued by securitisation special purpose entities formed directly by the bank.
Progress was made regarding the analysis of the IM model and how the
securitisation vehicle could fund the programme.
As set out in the Group's 2024 Interim Results, which were released on 30
September 2024, the Italian neo banking group and SYME decided to prioritise a
programme of plain-vanilla inventory financing (up to €35million)
receivables financing transactions (up to €100million) using the Group's
Platform. This proposal had been made by the banking group considering the
expected increase in appetite of some Italian corporates regarding
inventory-backed financing facilities that will leverage the Italian
legislation pegno non possessorio (the "PNP Regulation") and the opportunity
to target specific client companies who prefer to follow a more traditional
inventory financing model.
A standard term-sheet was agreed with the working group to be submitted to a
list of selected client companies, included within the Group's current
pipeline, in order to canvas interest in this new offering using the Group's
Platform.
Due to potential acquisition activity which the neo banking group is being
subjected to, this project is currently on hold and will be restarted when and
if deemed appropriate by all parties. No formal termination of the previously
signed agreement referred to above as been requested and as such Supply@ME
still considers this active despite being on hold.
Cooperation with asset managers
On 15 November 2024, one of Italian stock companies, which is a wholly owned
subsidiary of SFE, issued a secured bond (applying the PNP Regulation) ("IM
Bond") valued up to €5million and a global player in asset management
subscribed for the first €3.5million. The use of these proceeds allowed the
Italian stock company to deliver two additional IM transactions, one in 2024
for a new Italian client company from the Company's internal pipeline, and one
in 2025 to an existing client company. Both of these were facilitated using
the SYME IM Platform. To date in 2025 interest has been expressed by another
potential inventory funder to subscribe to the existing bond and replicate
this structure to complete a larger single name transaction. If this were to
move forward it would enable the Italian stock company to undertake further
monetisation of inventory from the Supply@ME client company pipeline.
Digital Assets & Tokenisation
As noted in the 2024 Interim Results, which were released on 30 September
2024, the Company is of the opinion that the digital asset market is still in
its infancy, with global governance protocols still being developed and
regulations evolving. This currently leads to high costs associated with the
launch of any new related product. As such, at this stage further commitments
and subscription to the targeted security token above the initial USD $5
million commitment, are required to allow further development of this business
line and ensure its profitability for all parties involved. The Group will
provide further updates as they become available.
White-Label
The first White-Label IM agreement with BBPM was announced by the Company on 3
January 2024 (the "White-Label Agreement"). This commitment provided by BBPM
is to fund an initial IM transaction with an inventory value to be monetised
up to €10million of the White-Label client company. Following the internal
credit risk management procedures, that commitment is now under review
considering the original maturity date.
As explained in the 2024 Interim Results, which were released on 30 September
2024, Supply@ME and BBPM have been working together to overcome the
requirement of a specific remarketer for each IM transaction originated.
Supply@ME has provided a proposed solution with the help of its legal advisors
and is currently waiting for the approval from BBPM in order to move the
project forward into the next stage. We also note that BBPM was the subject of
a proposed acquisition transaction with UniCredit S.p.A. which caused
additional delays which are outside of the Group's control.
The objective is to allow, in certain circumstances, the requirement for a
specific remarketer to be avoided, unlocking the potential and scalability of
the IM facility. Additionally, the working group is continuing to engage with
its targeted customer base (agri-food supply chains) which, as far as today,
comprises the first White-Label client company (Italian cheese producer) and a
new second one originated by BBPM, Italian leader in producing tomatoes
products.
Client Company Origination Update
As outlined in the 2023 Annual Report and Accounts (announced on 1 May 2024)
and the 2024 Interim Results (announced on 30 September 2024) the Company
intended to refine its reporting of its client company pipeline so that it was
limited to those client companies for which there is either a signed letter of
interest or a signed term sheet in place with the client company. The
reporting of this pipeline figure aims to illustrate the value of the pipeline
whereby there is a demonstrated level of commitment from the client company to
move forward with the SYME due diligence and onboarding processes. It should
be noted that this is not pipeline revenue expected to be earned by the Group
and this reported pipeline figure does not represent all the client companies
with whom the Company is currently discussing its products.
Reporting of only those companies with either a signed letter of interest or
term sheet in place is to support consideration of the fact that throughout
the sales and onboarding process there maybe reasons client companies do not
continue in the process and/or the volume of eligible inventory reduces. For
example, they may be unable to supply the detail of ERP inventory data
required to support the level of analysis underpinning the Supply@ME due
diligence service or, once this ERP data is supplied and analysed, the volume
of eligible inventory SKUs may reduce hence decreasing the value of inventory
in the Supply@ME pipeline in relation to this client company.
Operational Pipeline KPI
As at 30 September 2025 SYME had a client company inventory monetisation
pipeline of £87.3 million which was supported by either signed letters of
interest or term sheets. This compares to £31.3 million reported in the 2023
Annual report as at 19 April 2024. The Group's client company inventory
monetisation pipeline is made up of 100% Italian client companies. It should
be noted that of the current pipeline figure of £87.3 million, there are
three individual clients that together account for approximately 95% of the
total pipeline.
30 September 16 December 19 April
2025 2024 2024
Unaudited Unaudited Unaudited
Client company inventory monetisation pipeline supported by either a letter of £87.3 million £125.2 million £31.1 million
interest or term sheet
Number of client companies included with the above pipeline figure 4 6 7
Percentage of the above pipeline figure contributed by the single largest 35% 66% 33%
potential client
Financial review
2024 2023 Movement
£000 £000 £000
Continuing operations
Revenue from continuing operations 129 158 (29)
Operating loss from continuing operations before impairment charges and fair (2,329) (3,625) 1,296
value adjustments
Fair value adjustment to investments (284) (68) (216)
Impairment charges - intangible assets (48) (384) 336
Impairment charges - trade and other receivables (270) - (270)
Operating loss from continuing operations (2,931) (4,077) 1,146
Finance costs (131) (83) (48)
Loss before tax from continuing operations (3,062) (4,160) 1,098
Income tax 139 - 139
Loss after tax from continuing operations (2,923) (4,160) 1,237
Discontinuing operations
Loss from discontinued operations - (185) 185
Total loss for the year (2,923) (4,345) 1,422
2024 2023 Movement
Pence Pence Pence
Total basic and diluted loss per share ("EPS") (0.0043) (0.0073) 0.0030
The Group's consolidated financial statements for the year ended 31 December
2024 ("FY24") have been prepared in line with UK adopted International
Accounting Standards ("IAS"). In the comparative year ended 31 December 2023
("FY23"), the operations of TradeFlow Capital Management Pte. Limited
("TradeFlow") continued to be classified as discontinued operations and assets
held for resale in line with the requirements of IFRS 5 ("Non-current Assets
Held for Sale and Discontinued Operations") from 1 January 2023 until the date
of completion of the disposal of the Company's 81% stake in the ownership of
TradeFlow (the "TradeFlow Restructuring"), being 30 June 2023.
Revenue from continuing operations
2024 2023 Movement
£000 £000 £000
Revenue
Due Diligence fees 55 94 (39)
Inventory Monetisation fees 74 64 10
Total revenue from continuing operations 129 158 (29)
The table above provides a break down of the Group's revenue from Inventory
Monetisation activities during FY24. Revenue is recognised in accordance with
IFRS 15 ("Revenue from Contracts with Customers") and more details on the
Group's revenue recognition policies can be found in the note 2 to the Group's
consolidated financial statements for the year ended 31 December 2024.
In line with IFRS 15 ("Revenue from Contracts with Customers") the Group
recognised the due diligence revenues when the due diligence services have
been delivered and the Group's performance obligation has been satisfied.
During FY24, the Group has continued to carry out, and charge for due
diligence activities, and the £55,000 recognised as revenue reflects the
value of those due diligence activities completed during FY24 (FY23:
£94,000).
Following the first Italian IM transactions during 2022, 2023 and at the end
of 2024, which were facilitated using the Group's Platform, the Group
recognised Inventory Monetisation fees of £74,000 during FY24 (FY23:
£64,000). These fees related to the following activities:
1) Origination fees - the origination of the contracts between the client
company wishing to have their inventory monetised and the independent stock
company that purchased the inventory from the client company. In line with
IFRS 15 ("Revenue from Contracts with Customers") the Group recognised these
revenues at the point in time they are due to be received from the client;
2) IM Platform usage fees - usage of the Group's IM Platform, under a
Software as a Service ("SaaS") contract, by the independent stock company to
facilitate the purchase of the inventory from the client company. In line with
IFRS 15 ("Revenue from Contracts with Customers") the Group recognised these
revenues over the time period they related to; and
3) IM service fees - the support and administration activities, such as
the monitoring of the inventory purchased, that the Group performs in
connection with the use of the Group's IM Platform. In line with IFRS 15
("Revenue from Contracts with Customers") the Group recognised these revenues
over the time period they related to.
These revenues are expected to grow in future accounting periods in line with
expected growth in both the number of IM transactions that are facilitated
using the Group's IM Platform and, the quantum of inventory monetised by the
independent stock companies per transaction, increases.
Operating loss from continuing operations before impairment charges and fair
value adjustments
Over the course of 2024, the Group's main activities have been focused on:
· Continued improvement of the processes and workflows required for due
diligence, monitoring and reporting of the inventory monetised over the IM
Platform, as well as to support the sale and purchase of the inventory using
the IM Platform.
· Collaboration with BBPM and the initial White-Label client company
identified by BBPM to work towards the finalisation of the framework needed to
deliver the Group's first White-Label IM transaction and wider White-Label
go-to-market strategy. This has included working towards finding a proposed
solution to avoid the requirement for a specific remarketer for each
individual IM transaction.
· Discussing with a number of different potential inventory funders who
have shown interest in the Group's business model and to gain a detailed
understanding / explore options for funding this new asset class. These
activities have been set out in more detail earlier in the business line
update section of this announcement, and most recently included the working
with one of the Italian stock companies to issue a bond valued up to €5
million, of which €3.5 million has been subscribed, resulting in the
delivery of one IM transaction at the end of 2024 with a new client company
from the Group's pipeline and one additional IM transaction early in 2025 with
an existing client company.
· Managing the extremely challenging cashflow situation that arose over
the year due to the continued under performance of TAG against its contractual
funding commitments outlined in the £3.5 million top-up unsecured shareholder
loan agreement dated 28 September 2023 and amended on 30 September 2024
("Top-Up Shareholder Loan Agreement"). As a result of this, a new equity
capital raise was completed in May 2024 which raised gross proceeds of
£1,552,500. Additionally, towards the end of 2024, it became apparent that a
new source of funding needed to be identified by the Board in order to
mitigate the risks being created due to the continued under performance by
TAG. This resulted in the Group announcing a new funding facility with Nuburu
in March 2025, which was then amended in June 2025 and August 2025 following
various challenges facing Nuburu in complying with the original payment
schedule. These amendments provided updated committed payment dates which
aligned with actions being taken by Nuburu to raise capital to allow it to
complete its strategic investments and meet its commitment to the Company
under the new funding facility.
The Group recorded an operating loss from continuing operations before
impairment charges and fair value adjustments for FY24 of £2,329,000 (FY23:
£3,625,000 loss). The major contributing factors that resulted in the
reduction of the operating loss from continuing operations before impairment
charges and fair value adjustments of £1,296,000 are described below:
· an aggregate decrease in the loss from gross profit and
administration expenses of £1,482,000 from £4,123,000 recognised in FY23,
compared to £2,641,000 recognised in FY24. This decrease largely resulted
from focused cost saving efforts by the Group that were initially implemented
during 2023 and which continued and increased throughout 2024. These cost
saving efforts were required due to the cash flow pressures resulting from the
delayed contractual funding amounts due to the Group as explained above.
Explanations as to the main areas of cost saving or reduced expenses during
FY24 are as follows:
- Professional and legal fees reduced by £926,000 or 60% during
FY24 compared to FY23 as management made an effort to bring certain activities
in house, together with the fact that there were less corporate activities
undertaken compared to during 2023;
- Staff costs reduced by £219,000 or 12% during FY24 compared to
FY23 as certain staff members who left either during 2023 or 2024 were not
replaced;
- Contractor costs reduced by £142,000 or 66% during FY24 compared
to FY23 as the Group ended certain agreements with contractors during the
second half of 2023 as the specific activities that were being worked on came
to an end;
- Long-term incentive plan ("LTIP") costs reduced by £120,000 or
92% during FY24 compared to FY23 due to certain staff members leaving and a
true up adjustment recognised during 2024 to reflect the Board's judgement
that the non market vesting condition included in the May 2023 LTIP plan
relating to the amount of inventory to be monetised by the Group was unlikely
to be met over the relevant performance period;
- Amortisation of the internally developed IM Platform costs reduced
by £69,000 or 93% during FY24 compared to FY23 due to less costs capitalised
during the course of 2024. This largely reflected the fact that the Group
continued to focus on Italy for which the standard contract legal framework
for Open Market IM transactions is now in place. The costs that were
capitalised related to those incurred in developing the contractual and legal
framework relating to the Group's White-Label offering, for which the first
transaction is yet to be completed and is expected to be with BBPM; and
- When the Group has sufficient cash balances in the future,
management will look to increase some of the above costs again in order to
support and drive growth and expansion.
· A decrease of £186,000 in other operating income recognised during
FY24 of £312,000 compared to £498,000 recognised during FY23. The
explanation for this decrease is set out as follows:
- During FY23 £376,000 of the operating income recognised arose as
a result of a settlement agreement reached with an existing supplier to reduce
the total amount payable by the Group in exchange for payment of a lower
agreed amount by a specific date. There was no similar balance recorded in
FY24; and
- The other operating income recognised in FY24 related to £312,000
of interest income accrued from late payments due from TAG. These funding
arrangements with TAG are set out in more detail in notes 5 and 28 to the
Group's consolidated financial statements for the year ended 31 December 2024.
As detailed below an impairment charge of £270,000 was also recognised by the
Group during FY24 in relation to these amounts.
Impairment charges and fair value adjustments from continuing operations
2024 2023 Movement
£000 £000 £000
Impairment charges - intangible assets (48) (384) 336
Impairment charges - trade and other receivables (270) - (270)
Fair value adjustments on investments (284) (68) (216)
Total (602) (452) (150)
The Group's internally developed IM platform was impaired by an amount of
£48,000 during FY24 in line with the requirements of IAS 36 ("Impairment of
Assets") (FY23:£384,000). This reflects the material uncertainty identified
in the Group's going concern statement with respect to both the future timing
and growth rates of the forecast cash flows arising from the use of the
internally developed IM Platform intangible asset. The reduction in the
impairment charges in FY24 compared to FY23 reflects the fact that no
contractual frameworks for new geographical regions needed to be developed
during 2024 and the standard Italian contractual framework now being in a more
stable state. The costs capitalised by the Group during 2024 largely related
to developing the contractual and legal framework relating to the Group's
White-Label offering.
The impairment charges from continuing operations of £270,000 recognised
during FY24 (FY23: £nil) related to the impairment of trade and other
receivables, specifically the full receivable balance due from TAG as at 31
December 2024 that related to late payment interest on the Top-Up Shareholder
Loan Agreement. These impairment charges were recognised given the latest
information that the Board has regarding the financial position of TAG, as at
31 December 2024 which included:
- the auditors of TAG disagreeing with the going concern assumptions
that had been used in the preparation of the TAG's latest financial statements
for the year ended 31 December 2023;
- as a consequence of the above point, TAG elected to apply for a
restructuring procedure as is allowable under Italian company law; and
- following on from this, on 7 August 2025 TAG entered into a formal
liquidation process under Italian insolvency law. The Company understands that
TAG is currently attempting to halt the liquidation process and return to the
restructuring procedure referred to above.
The fair value adjustment to the investment in TradeFlow of £284,000
recognised during FY24 (FY23: £68,000) reflects the adjustment recorded as at
31 December 2024 to fully reverse the remaining fair value of the 19%
investment in TradeFlow held on the balance sheet at this date. This reflected
the lack of regular TradeFlow financial information available to the Group and
also the increase in TradeFlow's underlying net liabilities that had been
observed since the TradeFlow Restructuring was completed. This compares to the
adjustment recorded as at 31 December 2023 which was based on the movement in
TradeFlow's net liabilities between the date of the TradeFlow Restructuring
and 31 December 2023.
Discontinued Operations included in FY23
As detailed above, the TradeFlow operations had been classified as
discontinued operations and assets held for resale in line with the
requirements of IFRS 5 ("Non-current Assets Held for Sale and Discontinued
Operations") in the six month period ended 30 June 2023. Following the date of
completion of the TradeFlow Restructuring, being 30 June 2023, the Company's
ownership in TradeFlow reduced from 100% to 19%. As a result, from this date,
the results of the TradeFlow operations are no longer included within the
Group's consolidated financial income statement and the assets and liabilities
of TradeFlow, including the intangible assets acquired on the acquisition of
TradeFlow in July 2021, are no longer included with the consolidated assets
and liabilities of the Group.
Instead, following 30 June 2023, the fair value of the remaining 19% ownership
in TradeFlow is recognised as an investment in the Group's balance sheet. As
at 31 December 2024, this remaining investment in TradeFlow had a fair value
of £nil following the fair value adjustment detailed above (31 December 2023:
£284,000).
Details of the results and net cash flows from the TradeFlow operations which
were classified as discontinued operations in FY23 are set out in detail in
note 26 to the Group's consolidated financial statements for the year ended 31
December 2024.
Contractual funding facilities agreed with TAG
During FY24, while TAG continued to under perform against the Top-Up
Shareholder Loan Agreement, TAG did perform against its other contractual
funding commitments to the Group, albeit on a delayed basis. A total of
£1,322,000 was received by the Group from TAG during FY24 including:
· The remaining £550,000 that was due to the Company in respect of the
TAG Unsecured Working Capital Facility that was initially agreed on 28 April
2023, and subsequently amended on 30 June 2023 (FY23: £250,000). Following
this, the full amount of £800,000, that had been drawn down by the Company,
had been fulfilled by TAG. This facility was repaid by the Company in March
2024, through the issue of 1,500,000,000 new ordinary shares issued to TAG in
exchange for the repayment of the principal amount due. These new ordinary
shares issued had a fixed subscription price of 0.053 pence per share; and
· Amounts totalling £772,000 that were due to the Company in respect
of the £2,000,000 receivable that was assumed by TAG as a result of the
TradeFlow Restructuring completed on 30 June 2023 (FY23: £1,228,000). Of this
amount, £570,000 was received in cash (FY23: £771,000) and the remaining
£202,000 was received by way of offset against amounts owed by the Group to
TAG (FY23: £36,000).
The delays in the payments due to the Group from TAG continued to put
significant cashflow pressures on the Group during 2024 and has been extremely
challenging for the management team and the Board to navigate. The Board has
continually monitored the payments received from TAG and the representations
made to them by TAG, via Alessandro Zamboni, in respect of payments that were
overdue.
During May 2024, the Group undertook a new equity capital raise to help
mitigate the risks of the late payments by TAG. Additionally, towards the end
of 2024, it became apparent that a new source of funding needed to be
identified by the Board in order to mitigate the increasing risks being
created due to the continued under performance by TAG. This resulted in the
Group announcing a new funding facility with Nuburu in March 2025 which was
then amended in June 2025 and August 2025 following various challenges facing
Nuburu in complying with the original payment schedule. Further details of
this new funding facility and the payments received to date can be found in
note 30 to the Group's consolidated financial statements for the year ended 31
December 2024.
New Equity Subscription Agreement
On 14 May 2024, the Company entered into a new equity subscription agreement
with a UK investment firm, pursuant to which the UK investment firm committed
to subscribe for 9,000,000,000 new ordinary shares of nominal value £0.00002
each (the "Subscription Shares"), on behalf of its private clients, at 0.01725
pence per Subscription Share (the "New Equity Subscription Agreement"). The
issue of the Subscription Shares raised gross proceeds of £1,552,500 (or
£1,428,300 net of an 8% commission charge). These Subscription Shares were
admitted to standard segment of the Official List of the Financial Conduct
Authority and to trading on the main market for listed securities of the
London Stock Exchange on 28 May 2024.
Cash flow
The Group increased its net cash balance (prior to any foreign exchange
differences on consolidation) by £29,000 during FY24 (FY23: £575,000
decrease) due to a combination of the following cash inflows and outflows:
· cash inflow of £1,413,000, net of commission and other issue costs
paid in cash, during FY24 from the issue of new ordinary shares under the New
Equity Subscription Agreement referred to above;
· inflows of £772,000 during FY24 from TAG in relation to the
repayment of the outstanding cash consideration that was due, and which had
been assumed by TAG, as a result of the TradeFlow Restructuring; and
· inflows from long-term borrowing of £374,000, net of cash
repayments, predominantly due to amounts received under the amended TAG
Unsecured Working Capital facility during FY24, less the cash repayments made
during FY24 in relation to the other long-term bank borrowings held by the
Group.
These net cash inflows were then offset by the following items:
· net outflows from operating activities of £2,496,000 (FY23:
£3,633,000 net outflow); and
· net outflows due to net movements in non-current assets of £34,000
during FY24, being the increased investment in the Group's IM Platform of
£53,000 (FY23: £458,000) offset by the write off of other non-current assets
of £19,000 (FY23: £nil).
2024 2023
£000 £000
Net cash flows from operating activities (2,496) (3,633)
Net cash flows from investing activities 738 446
Net cash flows from financing activities 1,787 2,612
Net movement in cash and cash equivalents 29 (575)
Foreign exchange differences to cash and cash equivalents on consolidation - (1)
Cash and cash equivalents at 1 January 5 581
Cash and cash equivalents as at 31 December 34 5
Net liabilities
As at 31 December 2024 net liabilities of the Group were £4,246,000 (31
December 2023: net liabilities of £3,807,000). The £439,000 decrease in net
liability position at 31 December 2024 compared to 31 December 2023 is due to
the following:
· the increase in cash and cash equivalents of £29,000 during FY24 as
a result for the factors referred to in the cash flow section above;
· an increase in the trade and other receivables of £62,000 as at 31
December 2024. This was largely due to an increase in trade receivables as at
31 December 2024, all of which was received post 31 December 2024;
· a decrease in trade and other payables of £95,000 as at 31 December
2024, largely as a result of an effort to settle a number of the balances
outstanding at 31 December 2023 using the cash inflows received during first
half of 2024, offset by balances increasing again in the second half of the
year due to cashflow challenges experienced by the Group; and
· A decrease in long-term borrowings of £476,000 as at 31 December
2024, due to the repayment of the TAG unsecured working capital facility
during FY24, the balance of which was £250,000 as at 31 December 2023, and
the continued repayment of the long-term loan facility in place with Banco BPM
S.p.A via the Group's subsidiary, Supply@ME Technologies S.r.l.
These increases in assets / decreases in liabilities compared to 31 December
2023 were then offset by:
· the decrease in the receivable from related party of £795,000 to
£52,000 as at 31 December 2024 compared to £847,000 as at 31 December 2023,
largely due to the repayments totalling £772,000 received from TAG during
FY24 in relation to the outstanding consideration that was due, and which had
been assumed by TAG, as a result of the TradeFlow Restructuring;
· the decrease in the fair value of the remaining 19% investment in
TradeFlow of £284,000 to £nil as at 31 December 2024. This fair value
adjustment reflects the lack of regular financial information provided by
Tradeflow and the worsening of the underlying net liability position of
TradeFlow that has been seen since the TradeFlow Restructuring was completed;
and
· other small movements which net to an overall increase in net
liabilities of £22,000 as at 31 December 2024.
Going Concern
The Board's assessment of going concern and the associated key considerations
are set out in the note 2 to the Group's consolidated financial statements for
the year ended 31 December 2024. Due to the continued low level of revenue
recognised during FY24, this led to another year of losses for the Group which
is the fifth year in a row since the reverse take over in March 2020 which saw
the Supply@Me Group listed on the standard list of the main market in London.
This together with specific risks connected to the committed funding from
Nuburu that a) is yet to be fully received and b) requires certain shareholder
and regulatory approvals to be obtained to avoid repayment in cash, has led to
the Directors identifying certain material uncertainties in the going concern
assumption used to prepare the Group's consolidated, and stand alone Company,
FY24 financial statements.
Related Parties
Note 28 to the Group's consolidated financial statements for the year ended 31
December 2024 contains details of the Group's related parties.
Subsequent events
Note 30 to the Group's consolidated financial statements for the year ended 31
December 2024 contains details of all material subsequent events post 31
December 2024.
Principal Risks and Uncertainties
The Board considers the principal risks faced by the Group primarily through
the application of the COSO (Committee of Sponsoring Organizations of the
Treadway Commission) framework at least once a quarter. The leadership team
take a bottom-up internal self-assessment approach to assessing risks across
all areas of the business in line with the COSO framework. Consideration is
given to perceived risk with regard to impact, likelihood, vulnerability and
velocity. The identified risks are then reviewed and assessed centrally, key
risks to the business are managed and mitigated. The key risks together with
any significant changes to the risks and / or mitigations to these risks are
then presented to the Board and Audit Committee.
The most significant risks and uncertainties the Group faces are listed in the
table below, categorised by the principal risk, together with the approach
that has been taken to manage the impact of this risk on the Group, any
changes to the risk profile since the reporting included in the 2023 Annual
Report and Accounts, and an assessment of the importance of this risk
considering the likelihood and impact of it post the mitigating actions.
Strategic Risk
Strategic risk is defined as the failure to build a sustainable, diversified
and profitable business that can successfully adapt to environment changes due
to the inefficient use of Group's available resources.
Business Model and Strategic Competition
Likelihood Impact
Movement since 2023 2023 Current 2023 Current
Increased Unlikely Possible Major Major
Principal Risk How are we mitigating this risk? Change in principal risk since 2023
The Group's business model is that of an innovative Platform for inventory The continued diversification of the business model to encompass a variety of During 2024 this risk has increased due to the length of time it is taking to
monetisation, aiming to capitalise upon market developments where supply routes to market mitigates some of this risk. fully establish the business model and in particular the sourcing of a
chains may be placed under pressure.
reliable and significant pool of inventory funding to support the inventory
monetisation model in a flexible manner.
During 2024 the delivery to clients with a range of different business models
As a new FinTech product there is risk of limited market interest or on the adds to the Group's competitive advantage, especially against potential new
converse a competitive offering being created by another organisation which entrants to the market. The delays in sourcing a reliable pool of funding for inventory monetisation
outstrips our model or size.
transactions is impacting the Group's ability to build and sustain as strong a
client company pipeline as in the past.
The Group aims to continue to build a pipeline of client companies who can be
serviced by the Group and develop other structures to service a variety of
alternative business models to continue to mitigate this risk. The delays to the launch of the White-Label offering with BBPM has also
contributed to the increased risk in this area, and the Group hopes this can
be addressed during 2025.
The Group regularly monitors new market entrants to keep abreast of changes to
this risk factor.
Future development and strategy
Likelihood Impact
Movement since 2023 2023 Current 2023 Current
Maintained at same level Possible Possible Major Major
Principal Risk How are we mitigating this risk? Change in principal risk since 2023
The Group is unable to build the inventory monetisation Platform in line with This risk will reduce as the Group's business model and product becomes more Delivering new inventory monetisation transactions during 2024 and early 2025
its strategy at a pace and cost aligned to funding available and revenue established and a larger track record of successful inventory monetisation continues to prove the long term strategy.
generation. transactions can be demonstrated.
Client companies have been using the platform for inventory monetisation
Successful transactions having been completed demonstrating that the model transactions since September 2022 and this also adds weight to this.
works. The scalability however continues to remain unproven, which could
affect the Group's ability to increase revenues and profit margins in the
future at the rate needed to ensure success of the business.
It must however be acknowledged that the pace of growth continues to be slower
than anticipated and as such the scalability of the business model is still to
be fully demonstrated.
The key to long-term business growth remains the IM Platform. The development
of the product roadmap has stalled in 2024 due to the constraints on cash flow
due to the under performance of the Group's contractual funding. With the new
funding facility with Nuburu having been agreed in the first quarter of 2025 a This has resulted in the Directors highlighting revenue growth, in terms of
renewed focus is required on developing the platform roadmap. timing and quantum, as one of the material uncertainties within the going
concern statement set out in the Group's consolidated financial statements.
Macro global and economic risks
Likelihood Impact
Movement since 2023 2023 Current 2023 Current
Maintained at same level Possible Possible Moderate Moderate
Principal Risk How are we mitigating this risk? Change in principal risk since 2023
The current global macro environment effects all businesses, including the The business is currently focusing on clients based in the UK and Europe, The risk in this area has maintained at the same level year on year due to
Group, its client companies and inventory funders. Italy in particular. This narrowing of focus should mitigate some of the risk continued uncertainty in the macro economic environment. The uncertainty
inherent from the increased global conflict. The fact that the transactions arising from continued global conflict is having an impact on overall business
happen with a stock company within the same global jurisdiction as the client confidence which is also being felt by Supply@ME.
company should also reduce cross border trade risks. Additionally, the fact
2024 and early 2025 have been tumultuous, the level of geopolitical tension that the Group has already developed business models to service several
and the trade war being waged by the US administration could potentially different client company models should also reduce the risk to the Group.
affect investor confidence and the success of businesses who would be client
companies of Supply@ME, leading to a smaller potential market.
Inventory Funding Risk
Likelihood Impact
Movement since 2023 2023 Current 2023 Current
Maintained at same level Possible Possible Major Major
Principal Risk How are we mitigating this risk? Change in principal risk since 2023
Key to the Suppy@ME business model is the interest of funders to acquire During 2024 and early 2025 the IM Bond structure which was implemented by one The new strategic partnership with SFE has started to show its benefits in
inventory and invest in the new model for which Supply@ME provides pre and of SFE's subsidiary companies enables exposure to inventory as an asset class mitigating this risk. However larger pools of inventory funding are required
post monetisation services. If there is no interest, or reduced interest by to a broader range of investors by enabling portions of the bond to be to ensure a stable and profitable business.
inventory funders to invest in this asset class of inventory there is risk to subscribed too in an established structure.
the Supply@ME business model.
This has proven to some degree the model utilising SFE and its subsidiaries
which was introduced and explained in the 2023 Annual Report and Accounts.
The interest shown by BBPM in the White-Label offering also mitigates some of
this risk, although it would do so to a far greater degree if the transaction
had not experienced the delays it had to date. We hope to be able to address
this during 2025.
Technological Advancements
Likelihood Impact
Movement since 2023 2023 Current 2023 Current
Increased Unlikely Possible Moderate Moderate
Principal Risk How are we mitigating this risk? Change in principal risk since 2023
Technology is advancing at a phenomenal rate. The development of and increased A growth mindset and innovation is encouraged at Supply@ME across all members During 2024 and to date in 2025 there have been significant changes to the
use of AI being one of the recent most significant. The increased digitisation of the team. This will help the team and Group to stay abreast of new Supply@ME workforce. Further expertise in technology will need to be acquired
of assets is also a relevant advancement. technology and their use. In the future as revenue grows the use of AI by the by the Group to continue to mitigate this risk. If Supply@ME can effectively
Group in its product roadmap should be explored. leverage the benefits of AI and technological advancement it could lead to
competitive advantage.
As a Fintech business it is essential that our technology and the team's
knowledge of new technology use cases keeps pace with the external environment
so that any new relevant technologies can be included into the IM Platform as
efficiently and effectively as possible.
Financial Risk
Financial risk takes into consideration risk resulting from the loss of
capital. Consideration is given to liquidity, market and credit risk.
Group Funding Risk
Likelihood Impact
Movement since 2023 2023 Current 2023 Current
Maintained at same level Likely Likely Major Major
Principal Risk How are we mitigating this risk? Change in principal risk since 2023
The Company and the Group remain in the early stage of development and have The Company and its Board are continually reviewing the cashflow position of Delays in the receipt of contractually agreed funding has continued to be
not generated consistent revenues from operations to date and are not the Group and, as required, will evaluate if additional funding facilities are extremely challenging for the Group during 2024 and to date in 2025. New
currently profitable. In addition, predicting the time frames within which the required and available to meet the cash flow, working capital and growth needs sources of funding were sought and established, specifically the May 2024
Group will commence the generation of consistent revenues remains difficult. of the Group. equity raise and the on-demand loan agreed with Nuburu in March 2025 and which
As a result of the current stage of development, the Group has needed to rely
was subsequently amended in June 2025 and August 2025 following Nuburu facing
on funding from various sources. various challenges in complying with the original payment schedule. To date
amounts totally USD $2.95 million have been received by the Company from
In light of the under performance of TAG against is contractual funding Nuburu under the on-demand loan agreement.
commitments, the Board has carefully monitored this position and has sought
Despite continued confidence in its long-term strategic aims, the Directors updates on the situation from TAG, via Alessandro Zamboni, at regular Taking into account the points above, it is evaluated that the risk has
continue to recognise the challenges the Group faces in securing funding intervals. The finance function have also kept very tight control over the remained at the same significant level as during 2023. The impact of the
whilst it moves further towards revenue generation. cash resources available to the Group at any time. funding delays has been profound on:
· Our people, which increased the risk of attrition and placed
extra work load on those team members who have remained.
During 2023 and 2024, the Group experienced repeated delays in delivery of The new on-demand loan facility agreed with Nuburu in March 2025 to provide
contractual funding commitments that had been entered into with TAG (an entity USD$5.15 million funding to the Company is designed to mitigate some of this · Our third party suppliers, which increased the risk of the Group
ultimately beneficially wholly owned and controlled by Alessandro Zamboni, risk, however the initial late payments did not help in this area. being unable to seek the external expertise it required.
Chief Executive Officer of the Company). These delays have also continued
during 2025 both from TAG and Nuburu following the signing of a new on-demand The Company has looked to mitigate this risk by renegotiating the agreement · Our ability to build the technology infrastructure at a pace
loan facility in March 2025 which was then amended in June 2025 and August with Nuburu firstly on 10 June 2025, and secondly on 29 August 2025, in order originally planned.
2025. It should be acknowledged there is a continued risk to the Group in to align the updated payment schedules with actions being taken by Nuburu to
terms of the relevant counterparty being able to provide funding in line with raise capital to allow it to complete its strategic investments and meet its
their contractual commitments to the Group, and the Group being able to obtain commitment to the Company under the new funding facility. To date amounts
the required regulatory and shareholder approvals to allow repayment via totalling USD $2.95 million have been received from Nuburu. It should, be This risk will remain high until the Group is able to consistently generate
shares to be issued to Nuburu rather than cash. These factors have resulted in noted that regulatory and shareholder approval must be obtained to allow the revenue which is sufficient to cover its costs.
the Directors highlighting this as one of the material uncertainties within Company to repay Nuburu through the issue of new ordinary shares rather than
the going concern statement set out in the Group's consolidated financial in cash.
statements.
The Group must also focus on building the revenue flow to become self
sufficient and no longer need funding.
Operational Risk
Operational risk is the risk of loss resulting from inadequate or failed
internal processes, people and systems or from external events.
Business Continuity Risk
Likelihood Impact
Movement since 2023 2023 Current 2023 Current
Increased Unlikely Possible Moderate Major
Principal Risk How are we mitigating this risk? Change in principal risk since 2023
As a business evolves, processes need to adapt and improve. Not keeping Policies, processes, and procedures are clearly documented, along with The levels of attrition during 2024 has led to a renewed focus on this area of
abreast of these changes exposes the Group to the risk of not delivering for training videos, and standardised templates enabling alternative team members risk due to the loss of knowledge attrition results in and also the smaller
our clients and/or business failure. to be able to carry out part of a process. All our processes are able to be overall team that is now employed by the Group. During early 2025 processes
run manually should there be significant downtime of any of our components. have been reviewed and team cross training has taken place to ensure
robustness in the Group's reduced team size.
Failure or inaccessibility of our IM Platform is considered a principal risk
for the Group, which requires any outage time to be kept to an absolute Business continuity plans are in place and are presented to third parties when
minimum. As such processes and policies being in place to allow for business necessary. They are also reviewed and tested to ensure robustness.
continuity when faced with technical issues is key to the Group's success
All our technological components are backed by Service Level Agreements and
support plans, with scheduled back-ups and restoration plans should they fail.
When working with third party suppliers we ensure agreement encompass business
continuity measures / service level agreement in order to mitigate the risk
that the IM Platform processes are impacted by the business interruption of
services provided by key suppliers.
Talent and Diversity Risk
Likelihood Impact
Movement since 2023 2023 Current 2023 Current
Increased Possible Likely Moderate Major
Principal Risk How are we mitigating this risk? Change in principal risk since 2023
Loss of certain members of the Board and team could lead to a reduced ability The Board and leadership team worked closely to mitigate this risk by keeping The funding delays and resulting cash flow challenges faced by the Group
to effectively run the business and could hamper the speed at which the Group lines of communication open with the team. Regular consideration has been during 2024 and to date in 2025 have had a profound effect on the Supply@ME
is able to scale up the business and increase operational efficiency. given to business continuity, succession planning, cross training of team team and led to higher than normal attrition. The risk of loss of key members
members and available suitable outsourced providers for specific skills and of the team during this period has been significant. Due to the cash
knowledge. constrained environment it has also not been possible for the Group to back
fill leavers and work has been distributed to the remaining team members.
It is also worthy of note that the increased risk in this area could make it
more challenging to hire high quality staff as and when the business is in a
position to do so. This risk is being actively managed and the new funding
agreement should reduce this as funds are received by the Group. However,
ultimately the business needs to start to generate stable revenue streams to
be able to mitigate this risk to a significant degree.
Cyber Security Risk
Likelihood Impact
Movement since 2023 2023 Current 2023 Current
Increased Unlikely Possible Major Major
Principal Risk How are we mitigating this risk? Change in principal risk since 2023
The proprietary fintech IM Platform developed by the Group and used to The Group is aware of growing cybersecurity risks and provides mandatory staff Cyber security risk has continued to be one of the top business risks,
facilitate inventory monetisation transactions is the intellectual property of training to recognise data breach and / or phishing attempts. continuing to be identified as the most important global business risk in 2025
the Supply@ME Group. Given the global rise in the number of data and
by the Allianz Risk Barometer 2025. Check Point Software's 2025 Security
cybersecurity breaches carried out by malicious actors or hackers, the Group's Report revealed a 44% year-over-year increase since 2023 in global
intellectual property may be at risk of being stolen as a result of
cyber-attacks, highlighting the evolving sophistication of threat actors.
unauthorised access to its systems. The major technology components of the IM Platform require Multi-Factor
Authentication as an added level of security. All data is held in a cloud
environment that has threat monitoring, detection, and alerts as standard
protocols. The increase in global risk has acknowledged to have increased the risk to
Supply@ME.
The Group has in place an approved Data Breach Response Policy.
In the future a dedicated resource to focus on cyber security will be sourced.
Regulatory, Legal and Reputational Risk
Regulatory, Legal and Reputation Risk are defined as those relating to the
legal and regulatory frameworks within which the Company operates.
Reputational risk is linked to this as all of these areas related to the
engagement in activities that detract from Group's goal of being a trusted and
reputable Company.
Corporate Legal and Regulatory Risk
Likelihood Impact
Movement since 2023 2023 Current 2023 Current
Increased Possible Possible Moderate Major
Principal Risk How are we mitigating this risk? Change in principal risk since 2023
The Group breaches a legal or regulatory requirement which impacts its ability Supply@ME was already a small team which has become even smaller over 2024 and The funding challenges faced during 2024 and 2025, the need to secure
to deliver for its stakeholders. 2025 due to the higher than normal levels of attrition. The internal Supply@ME additional funding, and the regulatory and shareholder approval required under
team is supported by external experts to help ensure the Group is compliant the new on-demand loan facility with Nuburu, all require regulatory and
with its various legal and regulatory requirements. The Board has oversight corporate legal expertise. This risk will continue to be high whilst the
and has been thoughtfully hired for their combined expertise to challenge and regulatory steps to finalise the full extent of the funding agreement are
support the business in this area. managed. Enlisting the support of external experts comes at a cost which has
to be balanced with the Group's current financial position.
The Company was not able to meet the regulatory deadline for the issue of this
FY24 Annual Report and Accounts due to several challenges that it faced to
date in 2025. The impact of which was the temporary suspension of trading of
the Company's shares. The Board intends to make an application to the FCA for
the temporary suspension of the Company's shares from the Official List and
from trading on the London Stock Exchange to be lifted following the
publication of the FY24 Annual Report and Accounts.
Additionally, due to the cash constraints the business has been placed under
over the past few years, this has resulted in a significant amount of overdue
payroll and withholding tax balances in both the UK and Italy. While some
progress was made to repay outstanding amounts in the UK during 2024 and 2025,
overall these amounts have increased. The Board is in contact with both
authorities and expects to be able to agree payment plans following the
publication of the FY24 Annual Report and Accounts, however currently these
have not been formally agreed.
Reputational Risk
Likelihood Impact
Movement since 2023 2023 Current 2023 Current
Increased Possible Likely Moderate Moderate
Principal Risk How are we mitigating this risk? Change in principal risk since 2023
A positive reputation will assist a business to become more successful. The In the past Supply@ME sought support from external public and investor There has not been a budget for external public and investor relations support
Group's reputation becoming damaged will impact the speed at which it can relations agencies to assist in brand and communications management. However, during 2024. The Board and leadership team give consideration to external
expand, growth and prove its business model. during 2024 there has not been sufficient budget to engage proactive external communications, which has had mixed responses from the Group's wide retail
advisors. The Board and leadership team have becoming increasingly considered shareholder base. Additionally, members of the retail shareholder community
in the communications made externally based on previous advice received from have been contacting client companies and stakeholders of Supply@ME in a
these experts. manner which could potentially be damaging to the reputation of the business.
It also takes valuable resource away from other areas of the business due to
the small internal team, is a distraction to the client companies and partners
being contacted, and creates negative sentiment.
Additional investment in external public and investor relations support will
be sought in line with the resource and cash availability.
Statement of Director's responsibilities
The responsibility statement below has been prepared in connection with the
annual report and financial statements for the year ended 31 December 2024.
Certain parts thereof are not included within this announcement. The Directors
confirm that to the best of their 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 undertakings included in the consolidation taken as a whole; and
- the strategic report, contained within the annual report and
financial statements for the year ended 31 December 2024, includes a fair
review of the development and performance of the business and the position of
the Company and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and uncertainties
that they face.
The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Supply@ME Capital PLC
websites. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements and other information included in the
annual reports may differ from legislation in other jurisdictions.
This responsibility statement was approved by the Board of Directors and is
signed on its behalf by:
Alessandro Zamboni
Chief Executive Officer
12 October 2025
Financial Statements
The final results announcement for the year ended 31 December 2024 is prepared
in accordance with UK adopted International Accounting Standard and does not
include all the information required for full annual financial statements.
This announcement should be read in conjunction with the FY24 Annual Report
and Accounts. The accounting policies adopted in this announcement are
consistent with the Annual Report and Accounts for the year ended 31 December
2024.
The financial information has been extracted from the financial statements for
the year ended 31 December 2024, which have been approved by the Board of
Directors and on which the auditors have reported on without qualification.
The audit report also included a material uncertainty relating to going
concern. Full details of the audit report can be seen in the FY24 Annual
Report and Accounts.
Consolidated Statement of Comprehensive Income for the Year Ended 31 December
2024
Note Year ended 31 December 2024 Year ended 31 December 2023
£ 000 £ 000
Continuing operations
Revenue 3 129 158
Cost of sales (427) (603)
Gross loss (298) (445)
Administrative expenses 6 (2,343) (3,678)
Other operating income 5 312 498
Operating loss from continuing operations before impairment charges and fair 3 (2,329) (3,625)
value adjustments
Fair value adjustments to investments 27 (284) (68)
Impairment charges - intangible assets 6 (48) (384)
Impairment charges - trade and other receivables 14 (270) -
Operating loss from continuing operations (2,931) (4,077)
Finance costs 4 (131) (83)
Loss before tax from continuing operations (3,062) (4,160)
Taxation 10 139 -
Loss after tax from continuing operations (2,923) (4,160)
Discontinued operations
Loss from discontinued operations 26 - (185)
Total loss for the year (2,923) (4,345)
Other comprehensive income
Exchange differences on translating foreign operations 259 304
Total comprehensive loss for the year (2,664) (4,041)
Loss attributable to:
Owners of the Company (2,664) (4,041)
Earnings/(loss) per share Pence Pence
Basic and diluted loss per share - continuing operations 11 (0.0043) (0.0070)
Basic and diluted loss per share - discontinued operations 11 - (0.0003)
Basic and diluted loss per share - total 11 (0.0043) (0.0073)
The above consolidated statement of comprehensive income should be read in
conjunction with the accompanying notes.
Consolidated Statement of Financial Position as at 31 December 2024
Note As at 31 December 2024 As at 31 December 2023
£ 000
£ 000
Non-current assets
Intangible assets and goodwill 12 - -
Investment 27 - 284
Property, plant and equipment 1 3
Other non-current assets - 19
Total non-current assets 1 306
Current assets
Trade and other receivables 13 1,088 1,026
Cash and cash equivalents 34 5
Receivable from related party 14 52 847
Total current assets 1,174 1,878
Total assets 1,175 2,184
Current liabilities
Trade and other payables 16 4,474 4,569
Total current liabilities 4,474 4,569
Net current liabilities (3,300) (2,691)
Non-current liabilities
Long-term borrowings 17 364 840
Provisions 18 577 575
Deferred tax liabilities 6 7
Total non-current liabilities 947 1,422
Net liabilities (4,246) (3,807)
Equity attributable to owners of the parent
Share capital 15 6,199 5,989
Share premium 27,347 25,396
Share-based payment reserve 24 8,032 7,969
Other reserves (10,788) (11,048)
Retained losses (35,036) (32,113)
Total equity (4,246) (3,807)
The above consolidated statement of financial position should be read in
conjunction with the accompanying notes. The consolidated financial statements
were approved and authorised for issue by the Board on 12 October 2025 and
signed on its behalf by:
Alessandro Zamboni David Bull
Chief Executive Officer and Executive Director Independent Non-Executive Director and Chair of Audit Committee
Supply@ME Capital Plc
Company registration number: 03936915
Consolidated Statement of Changes in Equity for the Year Ended 31 December
2023
Note Share capital Share premium Other reserves* Share-based payment reserve Merger reserve* Reverse takeover reserve* Foreign currency reserve* Retained losses Total
£ 000
£ 000
£ 000
£ 000
£ 000
£ 000 £ 000 £ 000 £ 000
At 1 January 2023 5,897 25,269 37 5,871 226,905 (237,834) (521) (27,649) (2,025)
Loss for the year - - - - - - - (4,345) (4,345)
Foreign currency translation reserve reclassified to comprehensive income on - - - - - - 62 - 62
disposal of 81% of TradeFlow
Forex retranslation difference - - - - - - 304 - 304
5,897 25,269 37 5,871 226,905 (237,834) (155) (31,994) (6,004)
Issuance of new shares 15 90 2,160 - - - - - - 2,250
Costs incurred in connection with the issuance of new ordinary shares - (1,971) - - - - - - (1,971)
Credit to equity for issue of warrants 25 - - - 1,717 - - - - 1,717
Exercise of Open Offer Warrants 15 2 70 - (95) - - - 95 72
Increase in fair value of previously issued warrants 25 - (132) - 346 - - - (214) -
Equity settled employee share based payment schemes - - - 130 - - - - 130
Pension plan actuarial gain or loss - - (1) - - - - - (1)
At 31 December 2023 5,989 25,396 36 7,969 226,905 (237,834) (155) (32,113)
(3,807)
*The "other reserves" balance in the consolidated statement of financial
position represents an aggregate of other reserves, the merger relief reserve,
the reverse takeover reserve and the foreign currency reserve.
The above consolidated statement of changes in equity should be read in
conjunction with the accompanying notes.
Consolidated Statement of Changes in Equity for the Year Ended 31 December
2024
Note Share capital Share premium Other reserves* Share-based payment reserve Merger reserve* Reverse takeover reserve* Foreign currency reserve* Retained losses Total
£ 000
£ 000
£ 000
£ 000
£ 000
£ 000 £ 000 £ 000 £ 000
At 1 January 2024 5,989 25,396 36 7,969 226,905 (237,834) (155) (32,113) (3,807)
Loss for the year - - - - - - - (2,923) (2,923)
Forex retranslation difference - - - - - - 259 - 259
5,989 25,396 36 7,969 226,905 (237,834) 104 (35,036) (6,471)
Issuance of new shares 15 210 2,143 - - - - - - 2,353
Costs incurred in connection with the issuance of new ordinary shares - (192) - - - - - - (192)
Credit to equity for issue of warrants 25 - - - 52 - - - - 52
Exercise of Open Offer Warrants - - - - - - - - -
Equity settled employee share based payment schemes - - - 11 - - - - 11
Pension plan actuarial gain or loss - - 1 - - - - - 1
At 31 December 2024 6,199 27,347 37 8,032 226,905 (237,834) 104 (35,036) (4,246)
*The "other reserves" balance in the consolidated statement of financial
position represents an aggregate of other reserves, the merger relief reserve,
the reverse takeover reserve and the foreign currency reserve.
The above consolidated statement of changes in equity should be read in
conjunction with the accompanying notes.
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
Note Year ended 31 December 2024 Year ended 31 December 2023
£ 000
£ 000
Cash flows from operating activities
Loss before interest and tax for the year from continuing operations (2,931) (4,077)
Loss before interest and tax for the year from discontinued operations - (115)
Total loss for the period before interest and tax (2,931) (4,192)
Adjustment for impairment charge
Impairment charges - intangible assets 6 48 384
Impairment charges - trade and other receivables 14 270 -
Adjustments for fair value on investments
Fair value adjustments to investments 27 284 68
Adjustments for non-cash acquisition related costs
Amortisation of intangible assets arising on acquisition 26 - 442
Adjustments for non-cash costs related to the disposal of the discontinued
operations
Foreign currency translation loss reclassified to comprehensive income 26 - 62
Profit on disposal of 81% of TradeFlow 26 - (718)
602 238
Other non-cash adjustments 150 137
Other depreciation and amortisation 8 81
Increase in provisions 2 118
Decrease in accrued income 2 5
(Increase) / decrease in trade and other receivables (52) 401
(Decrease) in trade and other payables (28) (759)
Other (increases) / decreases in net working capital (255) 385
Net cash flows from operations (2,502) (3,586)
Interest paid in cash (91) (47)
Cash received from Research & Development Tax Credit under the UK SME tax 97 -
credit scheme
Net cash flow from operating activities (2,496) (3,633)
Cash flows from investing activities
Purchase of intangible assets 12 (53) (458)
Other movements in non-current assets 19 -
Consideration received from related party on disposal of discontinued 772 1,228
operations
Cash outflow on disposal of discontinued operations 26 - (324)
Net cash flows from investing activities 738 446
Cash flows from financing activities
Net cash inflow from new long-term borrowings 550 655
Cash repayment of existing long-term borrowings (176) (105)
Cash inflow from issue of new ordinary shares 1,553 2,322
Cost of share issue paid in cash 25 (140) (254)
Other finance costs paid in cash - (6)
Net cash flows from financing activities 1,787 2,612
Net movement in cash and cash equivalents 29 (575)
Foreign exchange differences to cash and cash equivalents on consolidation - (1)
Cash and cash equivalents at 1 January 5 581
Cash and cash equivalents at 31 December 34 5
During the year ended 31 December 2024, the Group reported the following
significant non-cash transaction:
- A total of 1,500,000,000 new ordinary shares were issued during
the year to settle the full amount of £800,000 that was owed by The
AvantGarde Group S.p.A ("TAG") under the unsecured working capital facility
entered into on 28 April 2023 and amended on 30 June 2023 between TAG and the
Company (the "TAG Unsecured Working Capital Facility").
During the prior year ended 31 December 2023, there were no significant
non-cash transactions.
The above consolidated statement of cash flows should be read in conjunction
with the accompanying notes.
Notes to the Consolidated Financial Statements for the Year Ended 31 December
2024
1 General information
Supply@ME Capital plc is a public limited company incorporated in England and
Wales. The address of its registered office is 27/28 Eastcastle Street,
London, W1W 8DH, United Kingdom. Supply@ME Capital's shares are listed on the
Standard List of the main market of the London Stock Exchange.
These consolidated financial statements have been prepared in accordance with
UK adopted International Accounting Standards.
The financial statements of the Group, consisting of Supply@ME Capital plc
(the "Company") and its subsidiaries (the "Group"), are presented in Pounds
Sterling and all values are rounded to the nearest thousand pounds (£'000)
except when otherwise stated.
These consolidated financial statements have been prepared in accordance with
the accounting policies set out below, which have been consistently applied to
all the years presented.
2 Accounting policies
Going concern
Background and relevant facts
As at the 31 December 2024 the Group had cash and cash equivalents of £34,000
(31 December 2023: £5,000 cash and cash equivalents) and consolidated net
current liabilities of £3,300,000 (31 December 2023: £2,691,000). The Group
has posted a total loss for the year ended 31 December 2024 of £2,923,000
(2023: total loss £4,345,000) and the retained losses were £35,036,000 as at
31 December 2024 (31 December 2023: retained losses £32,113,000).
General business progress
As outlined earlier in the 2024 Annual Report, the Group has continued to
experience delays in the delivery of its business model to the extent it needs
to cover its operating costs and break even from at least a cash flow
perspective. The continued low levels of revenue generated and recognised
during 2024 has led to another year of losses, the fifth year in row since the
reverse take over in March 2020 which saw the Group listed on the standard
list of the main market in London. These delays reflect the challenges the
Group has experienced in converting its potential opportunities with inventory
funders into completed IM transactions. The reasons for these delays and the
work the Group is doing to address these with existing and new inventory
funders is outlined in the Business Line Update section of the Strategic
Report in the 2024 Annual Report.
In light of the continued delays to the revenue generation and other cash flow
pressures experienced by the Group, management has been focused on
implementing cost saving efforts which started in 2023 and have continued into
2024. While the Group is continuing to generate losses, the operating loss
from continuing operations before impairment charges and fair value
adjustments has again reduced in 2024 compared to the prior year. Management
expects to carry on the cost saving implementation until such time that the
revenue generation and/or cash funding situation is able to sustain increased
costs.
Group funding
During the year ended 31 December 2024 and in early 2025, the Group continued
to source additional equity and debt funding with the primary aim of allowing
it to meet its ongoing working capital requirements as it seeks to deploy an
increasing number of IM transactions and scale up the business model. In
sourcing this new funding, the Board has always sought to enter into funding
agreements, being either debt or equity, that are in the best interests of the
Group and its shareholders. At the current time, there are not many options
available to the Group and when possible, the Board will look to move to more
vanilla funding options to support the Group as it grows.
During 2024 the Group experienced significant cash flow pressures as a result
of the under performance of TAG in the delivery against its contractual
funding commitment with the Group. The Company and its Board has continued to
work closely with TAG to ensure, where possible, delivery against the
contractual funding commitments that were agreed during 2023, albeit on a
delayed basis. Details of these contractual commitments can be found in note
28 to these financial statement and included a) TAG Unsecured Working Capital
Facility, b) the debt novation deed entered into on 30 June 2023 whereby TAG
assumed the remaining £2,000,000 consideration arising from the TradeFlow
Restructuring to be receivable by the Group from the Buyers (the "Deed of
Novation"), and c) the unsecured £3,500,000 shareholder loan agreement
between TAG and Company dated 28 September 2023 (the "Top-Up Shareholder Loan
Agreement").
During the year ended 31 December 2024 the Group received a total of
£1,322,000 from TAG in terms of the TAG Unsecured Working Capital Facility
and the Deed of Novation. Following these amounts being received, both these
contractual commitments had been fully delivered by TAG by 31 December 2024,
albeit on a delayed basis. No amounts were received under the Top-Up
Shareholder Loan Agreement during 2024.
During 2024 the Board relied on the continued delivery of funds from TAG as a
demonstration of the ongoing commitment from TAG to support the Group and to
provide the funds due under its contractual commitments with the Company,
albeit on a delayed payment schedule. Additionally, the Board continually
monitored the payments received from TAG and the representations made to them
by TAG, via Alessandro Zamboni in respect of payments that were overdue. These
representations included information as to the expected timing of the
continued future fulfilment of the amounts due to the Group from TAG under the
contractual funding commitments currently in place, and the actions that TAG
itself is putting in place to allow them to demonstrate their ongoing
commitment to support the Company and to provide the contractual payments. The
delayed contractual payments resulted from TAG itself experiencing delays in
receiving expected funding.
As referred to above, the delays in the payments due to the Group from TAG
resulted in significant cashflow pressures on the Group during 2024 and has
been extremely challenging for the management team and the Board to navigate.
To mitigate these challenges, the Group undertook a new equity capital raise
in May 2024 which raised in gross proceeds of £1,552,500. Additionally,
towards the end of 2024, it became apparent that a new source of funding
needed to be identified by the Board in order to mitigate the increasing risks
being created due to the continued under performance by TAG. This resulted in
the Group announcing a new funding facility with Nuburu Inc. ("Nuburu") in
March 2025, which was amended on 10 June 2025 and 29 August 2025 to address
delays in the receipt of the initial tranches under the new facility following
certain technical and regulatory limitations facing Nuburu (the "Nuburu
On-Demand Facility"). The amendments signed in June 2025 and August 2025
aligned new payment schedules with actions being taken by Nuburu to raise
capital to allow it to complete its strategic investments and meet its
commitment to the Company under the Nuburu On-Demand Facility.
The full details of this new funding facility can be found in note 30 to these
financial statements for the year ended 31 December 2024. The full
USD$5,150,000 to be received under the Nuburu On-Demand Facility is to be
received in tranches over a period of up to 31 October 2025 and requires the
Group to gain various regulatory and shareholder approvals by 30 June 2026 in
order to allow the facility to be repaid through the issue of new ordinary
shares rather than in cash. As at the date of publication of these
consolidated financial statements for the year ended 31 December 2024, Nuburu
have paid amounts totalling USD$2,952,000 to the Company under the amended
funding facility with Nuburu.
The Group's cash flow forecast model
In order to determine the appropriate basis of preparation for the financial
statements for the year ended 31 December 2024 the Directors must consider
whether the Group can continue in operational existence for the foreseeable
future, being at least 12 months from the approval date of these financial
statements, taking into account the cash inflows under the Group's committed
funding facilities.
Taking into account the factors above and in order to consider their
assessment of the Group as a going concern, the Directors have reviewed the
Group's forecast cash flows for the next 12 months. The cash flow forecast
takes into account that the Group meets its day to day working capital
requirement through a combination of the cash inflows it receives from
revenue and from its available and committed cash resources. The Directors
have prepared the forecast using their best estimates, information and
judgements at this time, including:
a) The forecast cash inflows arising from revenue generated by the use of
the Group's innovative Platform to facilitate inventory monetisation
transactions. This reflects the fact that the Directors expect the Group to
continue to prove the concept of its business model and to fully
operationalise in the near future;
b) The forecast cash outflows arising from the Group's monthly operational
expenditure;
c) The forecast cash outflows arising from additional capital expenditure
that is expected to be required to allow the Group to fulfil the revenue
forecasts;
d) The forecast cash outflows arising from the repayment of overdue
amounts that the Group has accumulated as a result of the significant recent
cash flow pressures it has faced. The Group intends to reduce these as quickly
as possible but in some cases has forecast to repay these via instalment
plans. Such instalment plans have been forecast in line with previous
experience with the relevant counterparty and / or agreements that have been
reached; and
e) The forecast cash inflows to be received from the Nuburu On-Demand
Facility in line with the committed amended payment profile and have assumed
that the required regulatory and shareholder approvals will be received by 30
June 2026 in order to allow repaying of this facility through the issue of new
ordinary shares rather than a cash repayment. Under the Nuburu On-Demand
Facility the Company has agreed to released TAG from its obligations under the
Top-Up Shareholder Loan Agreement once the full US$5,150,000 of funding from
Nuburu has been received. As such the forecast does not include any amounts to
be received from TAG under the Top-Up Shareholder Loan Agreement.
The Directors also ran several sensitivities over the base case forecast cash
flow that modelled a number of timing delays to the forecast revenue to
illustrate the impact of such delays, together with certain mitigating actions
that the Directors are confident they can control, on the overall cash flow
position of the Group over the next 12 months.
Uncertainties relating to forecast revenue inflows
As outlined above, there is currently an absence of a historical track record
relating to multiple Inventory Monetisation transactions being facilitated by
the Group's Platform and the Group being cash flow positive as a result of its
revenue generation. As such the Directors have identified a material
uncertainty in the cash flow model. This uncertainty arises with respect to
both the future timing and growth rates of the forecast cash flows arising
from the Group's multiple Inventory Monetisation revenue streams. In this
regard, if these future revenues are not secured as the Directors envisage, it
is possible that the Group will have a shortfall in cash and require
additional funding during the forecast period.
Uncertainties relating to forecast future tranches due under the Nuburu
On-Demand Facility
As outlined above, the cash inflows from the Nuburu On-Demand Facility have
not yet been fully received. The remaining amounts have been factored into the
cashflow forecasts in line with latest contractual commitments received from
the counterparty. As detailed in note 30 to these consolidated financial
statements Nuburu experienced certain regulatory issues that impacted their
ability to make the initial tranches due on or before the 31 March 2025, on or
before the 30 April 2025, and on or before 31 May 2025, on time and in full.
As a result of the delayed initial tranches referred to above, the Nuburu
funding agreement was amended firstly on 10 June 2025, and secondly on 29
August 2025, to allow new payment schedules to be agreed which aligned the
updated payment dates with actions being taken by Nuburu to raise capital to
allow it to complete its strategic investments and meet its commitment to the
Company under the Nuburu On-Demand Facility. As at the date of publication of
these consolidated financial statements for the year ended 31 December 2024,
Nuburu had paid amounts totalling USD$2,952,000 to the Company.
Under the amended Nuburu On-Demand Facility dated 29 August 2025 the remaining
amounts of USD$2,198,000 was committed to be paid to the Company on or before
31 October 2025.
The Company has experienced a number of delays in receipt of the tranches of
funding due under the initial Nuburu On-Demand Facility signed on 18 March
2025 and the subsequent amendments signed on both 10 June 2025 and 29 August
2025. As Nuburu completed a new public equity offering in early September
2025, and has confirmed it has signed a stand-by purchase agreement with a
different third party investor, the Board have more comfort that the final
instalment will be received on time.
As such the Directors have identified a second material uncertainty in the
cash flow model, that there is a risk the cash flows linked to the amounts
still be received from Nuburu, might not be received or might not reach the
Group in the time frame expected despite the contractual commitments in place.
If this were to be the case, it is possible that the Group will have a
shortfall in cash and require additional funding during the forecast period.
Uncertainties relating to the repayment of the Nuburu On-Demand Facility
As outlined above, the Nuburu On-Demand Facility allows the loan, and the
associated interest payments, to be repaid via the issue of new ordinary share
in the Company rather than in cash. In order to follow this method of
repayment the Company needs to obtain certain regulatory and shareholder
approvals to allow it to issue the number of new ordinary shares that will be
required to cover the repayment of the loan, the accrued interest and the
conversion of any associated warrants. The regulatory approvals required
include those from the Financial Conduct Authority and The Panel of Takeover
and Mergers.
Additionally, the amended Nuburu On-Demand Facility specifies that if the
Company has not obtained the required regulatory and shareholder approvals by
the 30 June 2026, Nuburu can demand repayment in cash and the Company is
required to provide security over intellectual property rights and receivables
related to its Italian subsidiary entities in favour of Nuburu. As it is the
Directors intention to obtain the required regulatory and shareholder
approvals by the 30 June 2026, the cashflow forecast does not factor in any
cash repayment of the new Nuburu funding facility.
As such the Directors have identified a third material uncertainty in the cash
flow model, that there is a risk that the certain regulatory and shareholder
approvals required to allow it to repay the Nuburu On-Demand Facility via the
issue of new ordinary shares will not be obtained by 30 June 2026 and that
Nuburu could subsequently demand repayment in cash. If this where to be the
case, it is possible that the Group will have a shortfall in cash and require
additional funding during the forecast period.
Overall conclusion
There is a material uncertainty that exists relating to:
a) the future timing and growth rates of the forecast cash flows arising
from the Group's multiple Inventory Monetisation revenue streams;
b) the timing and overall receipt of the committed funding amounts still
to be received despite contractual commitments being in place; and
c) obtaining the required regulatory and shareholder approvals by 30 June
2026.
On the basis of the factors identified above, the Directors believe these
material uncertainties may cast significant doubt upon the entities ability to
continue as a going concern.
Despite this, the Directors do however remain confident in the business model
and believe the Group could be managed in a way to allow it to meet its
ongoing commitments and obligations through mitigating actions including cost
saving measures and securing alternative sources of funding should this be
required.
As such the Directors consider it appropriate to continue to prepare these
consolidated financial statements on a going concern basis, taking into
account the material uncertainties noted above, and have not included the
adjustments that would result if the Company and Group were unable to continue
as a going concern.
Adjusted performance measures
Management believes that adjusted performance measures provide meaningful
information to the users of the accounts on the operating performance of the
business. Accordingly, the adjusted measure of operating profit from
continuing operations excludes, where applicable, impairment charges and fair
value adjustments. These terms are not defined terms under IFRSs and may
therefore not be comparable with similarly titled profit measures reported by
other companies. They are not intended to be a substitute for, or superior to,
GAAP measures. The items excluded from adjusted results are those items that
are charged to the consolidated statement of comprehensive income due to the
impairment of the Group's intangible assets or investments. They are not
influenced by the day-to-day operations of the Group.
Basis of consolidation
The Group financial statements consolidate those of the Company and its
subsidiary undertakings drawn up to 31 December 2024. Subsidiaries are
entities over which the Group has control. Control comprises an investor
having power over the investee and is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect
those returns through its power. Subsidiaries are fully consolidated from the
date on which control is transferred to the Group. They are deconsolidated
from the date that control ceases.
Intra-group balances and transactions, and any unrealised income and expenses
arising from intra-group transactions, are eliminated. Unrealised losses are
eliminated in the same way as unrealised gains, but only to the extent that
there is no evidence of impairment.
New and revised accounting standards and interpretations
There are no new and revised standards that have a material impact on the
entity in the current or future reporting periods and on foreseeable future
transactions.
New standards, interpretations and amendments not yet effective
There are no new standards that are issued but not yet effective which would
be expected to have a material impact on the Group in the current or future
reporting periods or on foreseeable future transactions.
Business Combinations
The acquisition of subsidiaries and businesses are accounted for using the
acquisition method under IFRS 3 ("Business Combinations").
Measurement of consideration
The consideration for each acquisition is measured at the aggregate of the
fair values, at the date of exchange, of assets given, liabilities incurred to
former owners and equity instruments issued by the Group in exchange for
control of the acquiree.
Fair value assessment
Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values
at the acquisition date. Where the fair value of the assets and liabilities at
acquisition cannot be determined reliably in the initial accounting, these
values are considered to be provisional for a period of 12 months from the
date of acquisition. If additional information relating to the condition of
these assets and liabilities at the acquisition date is obtained within this
period, then the provisional values are adjusted retrospectively. This
includes the restatement of comparative information for prior periods.
Intangible assets arising on business combinations are recognised initially at
fair value at the date of acquisition. Subsequently they are carried at cost
less accumulated amortisation and impairment charges.
Goodwill
Goodwill arises where the consideration of the business combination exceeds
the Group's interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities recognised. This is recognised as an
asset and is tested annually for impairment. The identifiable assets and
liabilities acquired are incorporated into the consolidated financial
statements at their fair value to the Group.
Transaction costs
Transaction costs associated with the acquisition are recognised in the
consolidated statement of comprehensive income as incurred and separately
disclosed due to the nature of this expense.
Investment in equity instruments
The Group measures its investments in equity instruments, where no significant
influence or control exists, at fair value with any changes recognised through
the statement of comprehensive income.
Intangible assets
Goodwill
Goodwill arising on consolidation is recognised as an asset.
Following initial recognition, goodwill is subject to impairment reviews, at
least annually, and measured at cost less accumulated impairment losses. Any
impairment is recognised immediately in the consolidated statement of
comprehensive income and is not subsequently reversed.
Other intangible assets
a) Internally developed Inventory Monetisation ("IM") platform
The core activity of the existing Supply@ME business is the creation and
marketing of a software-driven secure platform (the "IM Platform") that can be
used for the facilitation, recording and monitoring of Inventory Monetisation
("IM") transactions between third party client companies and segregated
trading companies (known as stock companies). The software modules which form
part of the IM Platform can also be used, through a White-Label model, by
third party banks in order for them to deploy their own inventory backed
financial products. The internally generated IM Platform includes not only the
software but also:
- the methodologies and business policies underpinning each IM
transaction
- the legal and accounting frameworks required to support each IM
transaction
- the technical infrastructure (cloud environment, distributed
ledger technology) used to support each IM transaction.
Associated with this core activity are continual product development
requirements and expenditure in order to develop compliance with legal,
regulatory, accounting, valuation and insurance criteria. This expenditure
includes software and infrastructure development, intellectual property ("IP")
related costs and professional fees related to the development of legal and
accounting infrastructure.
Research expenditure is written off in the year in which it is incurred.
Expenditure on internally developed products, in particular the IM Platform,
is capitalised if it can be demonstrated that:
- it is technically and commercially feasible to develop the asset
for future economic benefit;
- adequate resources are available to maintain and complete the
development;
- there is the intention to complete and develop the asset for
future economic benefit;
- the company is able to use the asset;
- use of the asset will generate future economic benefit; and
- expenditure on the development of the asset can be measured
reliably.
-
Where these costs are capitalised, they are initially measured at cost and are
amortised over their estimated useful economic lives, considered to be 5
years, on a straight-line basis. Amortisation of this internally developed
IM platform is charged within cost of sales in the consolidated statement of
comprehensive income.
Amortisation methods and useful lives are reviewed at each reporting date and
adjusted if appropriate. The carrying amount is reduced by any provision for
impairment where necessary.
b) Acquired intangible assets
Intangible assets arising on business combinations are recognised initially at
fair value at the date of acquisition. Subsequently they are carried at cost
less accumulated amortisation. Amortisation methods and useful lives are
reviewed at each reporting date and adjusted if appropriate. The carrying
amount is reduced by any provision for impairment where necessary.
Impairment
At each balance sheet date, the Group reviews the carrying amounts of its
intangible assets to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent
of any impairment loss. Where the asset does not generate cash flows that are
independent from other assets, the Group estimates the recoverable amount of
the cash-generating unit to which the asset belongs. Recoverable amount is the
higher of fair value less costs to sell and value in use.
In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market
assessments of the time value and the risks specific to the asset for which
the estimates of future cash flows have not been adjusted. If the recoverable
amount of an asset (or cash-generating unit) is estimated to be less than its'
carrying amount, the carrying amount of the asset (or cash-generating unit) is
reduced to its recoverable amount.
An impairment loss is recognised as an expense immediately. Where an
impairment loss subsequently reverses, the carrying amount of the asset (or
cash-generating unit) is increased to the revised estimate of its recoverable
amount, but so that the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been recognised
for the asset (or cash-generating unit) in prior years. A reversal of an
impairment loss is recognised as income immediately.
Revenue recognition
Revenue for the Group is measured at the fair value of the consideration
received or receivable. The Group recognises revenue when the performance
obligation is satisfied, the amount of revenue can be reliably measured and it
is probable that future economic benefits will flow to the entity. The Group's
revenues are recognised at the point when the relevant performance obligation
has been satisfied, this can result in all the revenue being recognised at a
specific point in time or over time as detailed below.
The Group is focussed on its core business lines:
- IM transactions from the pipeline originated by the Group and
funded by third-party investors ("Open Market IM"); and
- IM deals with local commercial banks and their client companies
("White-Label IM").
The Group recognises revenue from the following activities:
a) Open Market IM - Due diligence fees:
This revenue arises from due diligence services performed by the Group in
relation to the potential client companies. This due diligence covers topics
such as the client's financial information, operations, credit rating and
analysis of its inventory. Given the stage of the Group's development, and the
evolution of the Group's contracting arrangements, the due diligence revenues
recognised by the Group to date have been limited. Further details are
provided below:
Historical contractual arrangements - Prior to June 2020, the Group's
contractual arrangements required the client to make a down payment intended
to remunerate the Group for the due diligence services being provided.
However, these agreements did not clearly identify the Group's performance
obligation and such down payments were also refundable under certain
circumstances and up to the point when the Platform was able to be used for
the first time by the client companies.
Due to the above circumstances, these down payments have not been recognised
as revenue under IFRS 15 ("Revenue from Contracts with Customers") until the
specific performance obligation, being the use of the Group's Platform for the
first time, has been satisfied by the Group. Until such time, these amounts
have been recognised as deferred income in the statement of financial
position, or as other payables in the case where a refund has been requested
(due to the current delays being experienced by the Group), but not yet paid
as at the balance sheet date or the expectation is that probability of an IM
transaction occurring in the future is unlikely.
Current contractual arrangements - Post June 2020, the Group updated its
contractual arrangements to specifically identify a separate performance
obligation in relation to the completion of the due diligence services being
provided by the Group, also considering the actual benefits the client
companies can directly obtain from such activities, even in the case where the
Inventory Monetisation transaction does not take place. In these contracts,
the due diligence fees are paid in advance by the client companies, and the
revenue is recognised when the Group has successfully fulfilled its
performance obligation, being the completion of the due diligence service and
communication to the client in this respect through the issuance of a detailed
due diligence report. Prior to the completion of the performance obligation,
the due diligence fees received are held on the balance sheet as deferred
income.
In order to conclude if the performance obligations have been successfully
fulfilled, management currently assess this on a client-by-client basis to
ensure that the control of the due diligence report has been transferred to
the client company. In developing this accounting policy management have made
the assessment that the due diligence services result in a distinct beneficial
service being provided to client companies as the information provides insight
into their business which can also be used for alternative purposes as well
(such as client companies business and operational optimisation). This is also
referred to the critical accounting judgements and sources of estimation
uncertainty note.
b) Open Market IM - Origination fees:
This revenue arises from origination of the contracts between the client
company wishing to have their inventory monetised and the independent stock
(trading) company that purchased the inventory from the client company. Given
the stage of the Group's development, and the evolution of the Group's
contracting arrangements, as at 31 December 2024, the Group had facilitated
three IM transactions over its IM Platform and therefore had received
origination fees from three client companies, one took place during each of
year ended 31 December 2022, 2023 and 2024. The non-refundable origination
fees received from the client company relate to the fee payable to the Group
at the point in time the client company enters into binding contracts with the
stock (trading) company to purchase its inventory. The Group have recognised
the non-refundable origination fee as revenue at the point in time that the
fee becomes receivable from the client company. This is consistent with the
fact that there are no performance obligations that remain to be completed by
the Group relating to this fee at this point in time.
c) Open Market IM - IM Platform usage fees: This revenue arises from usage
of the Group's IM Platform by the independent stock (trading) company to
facilitate the purchase of the inventory from the client company. Given the
stage of the Group's development, and the evolution of the Group's contracting
arrangements, as at 31 December 2024, the Group had facilitated three IM
transactions over its IM Platform and therefore had recognised IM Platform
usage fees from the independent stock (trading) company in respect of these
three IM transactions only. Management concluded that the usage of the IM
Platform granted by the Group to the stock (trading) company represented a
Software as a Service ("Saas") contract and as such the annual IM Platform
usage fees are recognised over time in line with the time period covered by
the contract as required by IFRS 15 ("Revenue from Contracts with Customers").
As the annual IM Platform usage fees are received by the Group at the
beginning of the annual period, any unrecognised amounts are held on the
balance sheet as deferred income.
d) Open Market IM - IM service fees: This revenue arises as a result of
the service fees charged by the Group to the independent stock (trading)
company as remuneration for the support and administration activities, such as
the monitoring of the inventory purchased, the Group performs in connection
with the use of the Group's IM Platform. Given the stage of the Group's
development, and the evolution of the Group's contracting arrangements, as at
31 December 2024, the Group had facilitated three IM transactions over its IM
Platform and therefore as recognised IM service fees from the independent
stock (trading) company in respect of these three transactions only.
Management concluded that the support and administration activities performed
in exchange for these fees represent separately identifiable performance
obligation and as such the annual fees are recognised over time in line with
the time period covered by the contract as required by IFRS 15 ("Revenue from
Contracts with Customers"). These service fees are accrued up to the point the
fees are received and then any unrecognised amounts are held on the balance
sheet as deferred income.
Cost of Sales
Cost of sales represents those costs that can be directly related to the sales
effort. At this early stage in the Group's development, the cost of sales
includes both the costs of the work force who are engaged in the due diligence
related processes, the amortisation of the costs relating to the internally
developed IM platform, and any external costs directly related to the
completion of the due diligence activities. Management regard these items as
the direct costs associated with generating the Open Market IM revenue; in
line with similar fintech companies.
Leases
The Group does not have any material lease arrangements that would be required
to be accounted for under IFRS 16 ("Leases"). In addition, in accordance with
IFRS 16 ("Leases"), any short term lease costs are recognised in the
consolidated statement of comprehensive income in the period which is covered
by the term of the lease.
Property, Plant and equipment
Recognition and measurement
All property, plant and equipment is stated at cost less accumulated
depreciation and impairment. The costs of the plant and equipment is the
purchase price plus any incidental costs of acquisition. Depreciation
commences at the point the asset is brought into use.
If there is any indication that an asset's value is less than it's carrying
amount an impairment review is carried out. Where impairment is identified an
asset's value is reduced to reflect this.
The residual values and useful economic lives of plant and equipment are
reviewed by management on an annual basis and revised to the extent required.
Depreciation
Depreciation is charged to write off the cost, less estimated residual values,
of all plant and equipment equally over their expected useful lives. It is
calculated at the following rates:
a) Computers and IT equipment at 33% per annum.
Tax
The tax expense for the period comprises generally comprises current
corporation tax, including any associated penalties and late payment charges.
In the current year, the tax expense represents a credit relating to Research
& Development Tax Credits claimed by the Company under the UK SME tax
credit scheme.
Tax is recognised in profit or loss, except that a charge attributable to an
item of income or expense recognised as other comprehensive income is also
recognised directly in other comprehensive income.
Deferred tax is recognised on temporary differences between the carrying
amounts of assets and liabilities in the consolidated financial statements
and the corresponding tax bases used in the computation of taxable profit and
is accounted for using the statement of financial position method. Deferred
tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting
profit.
The carrying amount of any deferred tax assets is reviewed at each statement
of financial position date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or
part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset realised based on tax rates
that have been enacted or substantively enacted at the statement of financial
position date. Deferred tax and current tax are charged or credited to profit
or loss, except when it relates to items charged or credited in other
comprehensive income or directly to equity, in which case the deferred tax is
also recognised in other comprehensive income or equity respectively.
In line with IAS 1 ("Presentation of Financial Statements") any deferred tax
assets have been classified as non-current assets.
Cash and cash equivalents
Cash and other short-term deposits in the statement of financial position
comprise cash at banks and in hand and short-term deposits with an original
maturity of three months or less and where there is an insignificant risk of
changes in value. In the consolidated cash flow statement, cash and cash
equivalents consist of cash and cash equivalents as defined above.
Functional and presentation currencies
The consolidated financial statements are presented in pounds sterling (£),
the Company's functional currency.
Foreign currency
The main currencies for the Group are the euro (EUR), pounds sterling (GBP)
and US dollars (USD).
Foreign currency transactions and balances
Items included in the consolidated financial statements of each of the Group's
subsidiaries are measured using their functional currency. The functional
currency of the parent and each subsidiary is the currency of the primary
economic environment in which the entity operates.
Foreign currency transactions are translated into the functional currency
using the average exchange rates in the month. Foreign exchange gains and
losses resulting from the settlement of such transactions and from the
translation at the reporting period end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the statement
of comprehensive income.
Share capital, share premium and brought forward earnings are translated using
the exchange rates prevailing at the dates of the transactions.
See applicable exchange rates to GBP used during FY24 and FY23 below:
2024 2023
Closing Average Closing Average
SGD* n/a n/a 1.7188 1.6684
EUR 1.2097 1.1789 1.1534 1.1495
USD 1.2521 1.2786 1.2732 1.2432
*the 2023 Singapore dollar ("SGD") exchange rate shown in the table above are
for the following periods, closing - 30 June 2023, average - for the six month
period ended 30 June 2023. This reflects the fact that the TradeFlow
Restructuring was finalised and completed on 30 June 2023 and TradeFlow was
deconsolidated from the Group's results from this date. These rates are no
longer applicable for the year ended 31 December 2024.
Consolidation of foreign entities:
On consolidation, results of the foreign entities are translated from the
functional currency to pounds sterling, the presentational currency of the
Group, using average exchange rates during the period. All assets and
liabilities are translated from the local functional currency to pounds
sterling using the reporting period end exchange rates. The exchange
differences arising from the translation of the net investment in foreign
entities are recognised in other comprehensive income and accumulated in a
separate component of equity.
Employee benefits
Short-term employee benefits
The Group accounts for employee benefits in accordance with IAS 19 ("Employee
Benefits").
Short-term employee benefits are expensed as the related service is provided.
A liability is recognised for the amount expected to be paid if the Group has
a present legal or constructive obligation to pay this amount as a result of
past service provided by the employee and the obligation can be estimated
reliably.
Defined contribution pension obligations
The Group accounts for retirement benefit costs in accordance with IAS 19
("Employee Benefits").
Contributions to the Group's defined contributions pension scheme are charged
to profit or loss in the period in which they become payable.
Financial assets
Classification
Financial assets currently comprise trade and other receivables, receivables
from related parties, and cash and cash equivalents.
Recognition and measurement
Loans and receivables
Loans and receivables are mainly contractual trade receivables and are
non-derivative financial assets with fixed or determinable payments that do
not have a significant financial component and are not quoted in an active
market. Accordingly, trade and other receivables are recognised at
undiscounted invoice price. When applicable, a reserve for credit risk is made
at the beginning of each transaction and adjusted subsequently through profit
and loss.
Impairment provisions for trade receivables are recognised based on the
simplified approach within IFRS 9 ("Financial Instruments") using the lifetime
expected credit losses. During this process the probability of the non-payment
of trade receivables is assessed. This probability is then multiplied by the
amount of the expected loss arising from default to determine the lifetime
expected credit loss for the trade receivables. For trade receivables, which
are reported net, such provisions are reported in a separate provision account
with the loss being recognised as a separate impairment charge in the
consolidated statement of comprehensive income. On confirmation that the trade
receivable will not be collectable, the gross carrying value of the asset is
written off against the associated provision.
Financial liabilities
Classification
Financial liabilities comprise trade and other payables and long-term
borrowings, which can from time to time include loan notes and convertible
loan notes.
Recognition and measurement
Trade and other payables
Trade and other payables are initially recognised at fair value less
transaction costs and thereafter carried at amortised cost.
Long-term borrowings
Interest bearing long-term borrowings are initially recorded at the proceeds
received, net of direct issue costs (including commitment fees, introducer
fees and the fair value of any warrants issued to satisfy issue costs).
Finance charges, including direct issue costs, are accounted for on an
amortised cost basis to the Company's income statement using the effective
interest method and are added to the carrying amount of the instrument to the
extent that they are not settled in the period in which they arise. The
carrying value of the instrument is adjusted for any principle repayments made
in the relevant period.
Provisions
Provisions are recognised when the Group has a present legal or constructive
obligation as a result of a past event, it is probable that the Group will be
required to settle the obligation and the amount can be reliably estimated.
Share-based payments
Equity-settled share-based payments relate to the warrants issued in
connection with the cost of issuing new equity or debt in the relevant period,
and employee share schemes.
Share warrants
Certain equity-settled share-based payments relate to the warrants issued in
connection with the cost of issuing new equity or debt, either in the current
or prior periods. Equity-settled share-based payments are measured at the fair
value of the equity instruments at the grant date. The fair value excludes the
effect of non-market-based vesting conditions. Details regarding the
determination of the fair value of these equity-settled share-based
transactions are set out in note 24.
The fair value determined at the grant date of the equity-settled share-based
payments relating to the warrants issued in connection with the issue of
equity are netted off against the amount of share premium that is recognised
in respect of the share issue to which they directly relate. Any amounts in
excess of the share premium recognised, are netted off against retained
losses.
The fair value determined at the grant date of the equity-settled share-based
payments relating to the warrants issued in connection with the debt
instruments are netted off against the fair value of the underlying instrument
to which they relate. The fair value is then expensed together with the other
related finance costs on an amortised cost basis to the Group's statement of
comprehensive income using the effective interest rate method.
If there are any subsequent modifications made to any of the terms of
equity-settled share-based payments relating to the warrants issued by the
Company, the change in fair value is calculated as the difference between the
fair value of the modified equity-settled share-based payment and that of the
original equity-shared share-based payment. This calculation relates to any
warrants that are still outstanding and have not been converted into ordinary
shares at the time of the subsequent modification. The change in the fair
value is then accounted on a consistent basis to the initial fair value.
In respect of the above share-based payments, the fair value is not revised at
subsequent reporting dates, however, the fair value is released from the
share-based payment reserve at the point in time that any of the warrants are
exercised by the third party holder.
Employee share schemes
Grants made to certain employees of the Group will result in a charge
recognised in the Group's income statement. Such grants will be measured at
fair value at the date of grant and will be expensed on a straight-line basis
over the vesting period, based on the Company's estimate of the shares that
will eventually vest. Non-market vesting assumptions are reviewed during each
period to ensure they reflect current expectations.
Full details of the Group's share-base payments refer to note 24.
Discontinued Operations
The Group classifies non-current assets and disposal groups as held for sale
if their carrying amount will be recovered principally through a sale
transaction rather than through continuing use. Non-current assets and
disposal groups classified as held for sale are measured at the lower of their
carrying value and fair value less costs to sell. Costs to sell are the
incremental costs directly attributable to the disposal of an asset (disposal
group), excluding finance costs and income tax expense.
The criteria for held for sale classification is regarded as met only when the
sale is highly probable and the asset or disposal group is available for
immediate sale in its present condition. Actions required to complete the sale
should indicate that it is unlikely that significant changes to the sale will
be made or that decisions to sell will be withdrawn. Management must be
committed to the plan to sell the asset and the sale expected to be completed
within one year from the date of the classification.
Assets and liabilities classified as held for sale are presented separately in
the balance sheet.
A disposal group qualifies as a discontinued operation if it is a component of
an entity that either has been disposed or, is classified as held for sale,
and:
a) Represents a separate major line of business or geographical area of
operations; and
b) Is part of a single co-ordinated plan to dispose of a separate major
line of business or geographical area of operations.
Discontinued operations are excluded from the results of continuing operations
and are presented as a single amount as profit or loss after tax from
discontinued operations in the income statements. All other notes in the
financial statements include amounts for continuing operations, unless
otherwise mentioned.
The Board considered that in light of the TradeFlow Restructuring that
commenced during the second half of 2022, the TradeFlow operations meet the
criteria to be classified as held for sale at 31 December 2022 as at this date
the details of the TradeFlow Restructuring had all been agreed in principle
between the parties and was expected to be completed post year end together
with the publication of the 2022 Annual Report and Accounts. As a result the
TradeFlow operations were available for immediate sale in its present
condition and it was highly probable that that sale would be completed within
12 months of 31 December 2022. The TradeFlow Restructuring was completed and
finalised on 30 June 2023 at which point the Group reduced its ownership in
TradeFlow from 100% to 19%. Prior to completion of the TradeFlow
Restructuring, the TradeFlow operations were continued to be classified as
held for sale in the Group's consolidated financial statements. Following the
30 June 2023, the TradeFlow operations were deconsolidated from the Group's
financial statements.
Equity
"Share capital" represents the nominal value of equity shares issued.
"Share premium" represents the excess over nominal value of the fair value of
consideration received for equity shares net of expenses of the share issue.
"Other reserves" represents legal reserves in respect of Supply@ME S.r.l. In
accordance with Article 2430 of the Italian Civil Code, Supply@ME S.r.l., a
limited liability company registered in Italy, with a corporate capital of
euro 10,000 or above shall annually allocate as a legal reserve an amount of
5% of the annual net profit until the legal reserve will be equal to 20% of
corporate capital.
"Share-based payment reserve" represents the adjustments to equity in respect
of the fair value of outstanding share-based payments including warrants
issued in connection with the cost of issuing new equity or debt instruments
during the relevant period and employee share schemes.
"Merger relief reserve" represents the excess of the value of the
consideration shares issued to the shareholders of Supply@ME S.r.l. upon the
reverse takeover over the fair value of the assets acquired.
"Reverse takeover reserve" represents the accounting adjustments required to
reflect the reverse takeover upon consolidation. Specifically, removing the
value of the "investment" in Supply@ME S.r.l., removing the share capital of
Supply@ME S.r.l. and bringing in the pre-acquisition equity of Supply@ME
Capital plc.
"FX reserves" represents foreign currency translation differences on
consolidation of subsidiaries reporting under a different functional currency
to the parent company.
"Retained losses" represents retained losses of the Group. As a result of the
reverse takeover, the consolidated figures include the retained losses of the
Group only from the date of the reverse takeover together with the brought
forward losses of Supply@ME S.r.l.
Critical accounting judgements and sources of estimation uncertainty
The preparation of financial information in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires the Directors
to exercise their judgement in the process of applying the accounting policies
which are detailed above. These judgements are continually evaluated by the
Directors and management and are based on experience to date and other
factors, including reasonable expectations of future events that are believed
to be reasonable under the circumstances.
The key estimates and underlying assumptions concerning the future and other
key sources of estimation uncertainty at the statement of financial position
date, that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial period,
are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision
affects only that period, or in the period of the revision and future periods
if the revision affects both current and future periods.
A number of these key estimates and underlying assumptions have been
considered as a result of specific transactions outlined in these consolidated
financial statements. The Directors have evaluated the estimates using
historical experience and other methods considered reasonable specific to the
circumstances. The Directors have also consulted with third-party experts
where appropriate. These estimates will be evaluated on an ongoing basis as
required.
The Group believes that the estimates and judgements that have the most
significant impact on the annual results under IAS are as set out below:
Judgements
Going concern
As detailed in the going concern accounting policy, the Directors have
prepared the going concern cash forecast using their best estimates,
information and judgements at this time, particularly around the projected
revenue, timing of cash inflows from committed funding and the settlement of
certain overdue amounts via instalment plans. Additionally, the Directors have
applied their judgement that the regulatory and shareholder approvals required
in order to allow the Nuburu On-Demand Facility to be repaid via the issue of
new ordinary shares will be obtained by 30 June 2026. Further specifics of
these judgements, and the material uncertainties linked to these, can be found
earlier in this note 2.
Internally developed intangible assets
The cost of an internally generated IM platform comprises all directly
attributable costs necessary to create, produce, and prepare the asset to be
capable of operating in the manner intended by management. During the period
judgement was required to distinguish those costs that were capable of being
capitalised under IAS 38 ("Intangible assets") and those costs that related to
research activities, the cost of which has been recognised as an expense
during the relevant period.
Revenue recognition - assessment of performance obligations
- The Directors are required to make a judgement as to if the due
diligence services represent a distinct performance obligation under IFRS 15
("Revenue from Contracts with Customers"). The Board and management have
concluded that this is indeed the case due to the distinct beneficial service
being provided to client companies through the delivery of the due diligence
report which provide insight and information into the business.
- The Directors are required to make a judgement as to if the
receipt of non-refundable origination fees received from the client companies
represent a distinct performance obligation under IFRS 15 ("Revenue from
Contracts with Customers"). The Board and management have concluded that no
separately identifiable performance obligation is carried out by the Group
associated with this fee.
Impairment or fair value adjustments
At the end of the accounting period the Group assesses if there are any
indicators of impairment or fair value adjustments required with respect to
its investments in subsidiaries, its other investments or its receivable
balances. The carrying value is determined by the use of a discounted cash
flow model of future free cash flows which involves estimates to be made by
the Directors around future cash forecasts, discount rates etc.
Estimates
Valuation of share warrants issued
During the current financial year, the Group issued new share warrants in
connection with the equity subscription completed in May 2024. As these share
warrants were issued as a cost of securing new equity investment into the
Group they have been classified as a share-based payments. As such the
Directors were required to determine the fair value of the equity-settled
share-based payments at the date on which they were granted. Judgement was
required in determining the most appropriate inputs into the valuation models
(Black Scholes) used and the key judgemental input was the expected volatility
rate of the Company's share price over the relevant period and the assumption
applied in the model was 82.5% which based the actual volatility of the
Company's share price from the date of the reverse takeover (being March 2020)
to the date at which the relevant valuation model was run.
As outlined above, the share warrants issued during the current financial year
were issued in connection with new equity funding and as such the fair value
cost has been recognised as a debit to equity on the consolidated statement of
financial position. If the expected volatility rate was adjusted by plus 10%,
then the impact on the fair value recognised as the initial debit to equity in
the current year would have been approximately plus £4,000. If the expected
volatility rate was adjusted by minus 10%, then the impact on the fair value
recognised as the initial debit to equity in the current year would have been
approximately minus £4,000.
3 Segmental reporting
IFRS 8 ("Operating segments") requires the Group's operating segments to be
established on the basis of the components of the Group that are evaluated
regularly by the chief operating decision maker, which has been determined to
be the Board of Directors. At this early stage of development, the Group's
structure and internal reporting is continually developing.
Following the completion of the TradeFlow Restructuring, the Board considers
that the Group operated in a single business segment of inventory
monetisation, alongside the head office costs (largely compromising the
Company), and that all activities were undertaken in Europe, primarily Italy.
To date the inventory monetisation segment has been focused on the development
of the IM Platform, the provision of due diligence services, and the
facilitation of the initial IM transactions that have taken place.
The key metrics assessed by the Board of Directors include revenue and
adjusted operating profit (before impairment charges and fair value
adjustments) which is presented below. Revenue is presented by basis of IFRS
15 ("Revenue from Contracts with Customers") revenue recognition and by
service line.
Year ended 31 December 2024 Inventory Monetisation Head office Consolidated Group -
continuing operations
£ 000 £ 000 £ 000
Revenue from continuing operations
Due diligence fees 55 - 55
Inventory Monetisation fees 74 - 74
Revenue 129 - 129
Operating loss from continuing operations before impairment charges and fair (833) (1,496) (2,329)
value adjustments
All the Group's revenue from due diligence fees is recognised at a point in
time. Of the revenue generated from Inventory Monetisation fees, £19,000 is
generated from origination fees which is recognised at a point in time, and
the remaining £55,000 is generated from usage of the Group's IM Platform and
services provided by the Group in connection with the IM transaction. This
£55,000 of revenue is recognised over time and the amount recognised in the
current financial year relates to the performance obligations satisfied prior
to 31 December 2024.
As at 31 December 2024 Inventory Monetisation Head office Consolidated Group - continuing operations
£ 000 £ 000 £ 000
Balance sheet
Assets 1,075 100 1,175
Liabilities (4,012) (1,409) (5,421)
Net (liabilities) (2,937) (1,309) (4,246)
Geographical analysis
The Group's Inventory Monetisation operation is currently predominately
located in Europe.
Comparative segmental reporting
Year ended 31 December 2023 Inventory Monetisation Head office Consolidated Group -
continuing operations
£ 000 £ 000 £ 000
Revenue from continuing operations
Due diligence fees 94 - 94
Inventory Monetisation fees 64 - 64
Revenue from continuing operations 158 - 158
Operating loss from continuing operations before impairment charges and fair (1,061) (2,564) (3,625)
value adjustments
All the Group's revenue from due diligence fees is recognised at a point in
time. Of the revenue generated from Inventory Monetisation fees, £11,000 is
generated from origination fees which is recognised at a point in time, and
the remaining £53,000 is generated from usage of the Group's IM Platform and
services provided by the Group in connection with the IM transaction. This
£53,000 of revenue is recognised over time and the amount recognised in the
current financial year relates to the performance obligations satisfied prior
to 31 December 2023.
As at 31 December 2023 Inventory Monetisation Head office Consolidated Group - continuing operations
£ 000 £ 000 £ 000
Balance sheet
Assets 971 1,213 2,184
Liabilities (4,321) (1,670) (5,991)
Net (liabilities) (3,350) (457) (3,807)
Geographical analysis
The Group's Inventory Monetisation operation is currently predominately
located in Europe, while the investment advisory operations (classified as a
discontinued operation) were predominately located in Singapore for the six
month period from 1 January to 30 June 2023, the date the TradeFlow
Restructuring was completed.
4 Finance costs from continuing operations
2024 2023
£ 000 £ 000
Interest expense - long-term borrowings 47 31
Interest expense - related parties 13 7
Other interest expense 71 45
Total finance costs 131 83
The interest expense related to related parties of £13,000 (2023: £7,000)
was accrued in relation to the TAG Unsecured Working Capital Facility. Both
amounts of interest from 2024 and 2023 remained payable by the Company to TAG
as at 26 March 2024, the date when the TAG Unsecured Working Capital Facility
was settled through the issue of 1,500,000,000 new ordinary shares of nominal
value £0.00002 each. The £20,000 of interest payment to TAG was also settled
on 26 March 2024 through the offset of interest receivable by the Company from
TAG under the other contractual funding arrangements currently in place with
TAG.
5 Other operating income from continuing operations
2024 2023
£ 000 £ 000
Interest income 312 31
Other operating income - 91
Gain arising on settlement of outstanding creditor balance -
376
312 498
Included within the interest income is an amount of £312,000 (2023: £22,000)
accrued as receivable from TAG in relation to late payments received in
connection with the Top-Up Shareholder Loan Agreement and the Deed of Novation
signed with TAG in connection with the TradeFlow Restructuring. As detailed in
note 14, an impairment charge of £270,000 was recognised by the Group during
the current financial year relating to the outstanding interest received as at
31 December 2024 from TAG in connection with the Top-Up Shareholder Loan
Agreement.
The gain arising on settlement of outstanding creditor balance recognised in
the prior year relates to the settlement agreement, dated 2 May 2023, with an
existing creditor of the Group. This settlement agreement reduced the total
amount that was owed by the Group, to this supplier, in exchange for payment
of the new agreed amount by a specific date. The total amount owed to this
specific creditor prior to the settlement agreement being signed was
€1,130,250. This amount was reduced to €700,000 as a result of the
negotiations proceeding the signing of the settlement agreement. This resulted
in a difference of €420,250 or £376,000 which has been recorded as other
operating income in the consolidated statement of comprehensive income for the
year ended 31 December 2023.
6 Operating loss
The Group's operating loss from continuing operations for the year has been
arrived at after charging:
2024 2023
£ 000
£ 000
Amortisation of internally developed IM platform (note 12) 5 74
Depreciation 3 4
Staff costs (note 8) 1,631 1,850
Professional and legal fees 625 1,551
Contractor costs 73 215
Insurance 98 98
Training and recruitment costs 7 5
Long-term incentive plan costs ("LTIP's") 11 131
In addition to the above, the Group incurred the following costs from
continuing operations relating to impairment charges and fair value
adjustments as detailed below:
2024 2023
£ 000
£ 000
Impairment charges - intangible assets (note 12) 48 384
Impairment charges - trade and other receivables (note 14) 270 -
Fair value adjustments on investments (note 27) 284 68
Total impairment charges and Fair value adjustments 602 452
The following acquisition related costs, impairment charges, and costs/(gains)
relating to the restructuring of the TradeFlow ownership, have been recognised
in the discontinued operations for the comparative year ended 31 December
2023:
2024 2023
£ 000
£ 000
Amortisation of intangible assets arising on acquisition (note 26)* - 442
Foreign currency translation gain reclassified to other comprehensive income - 62
(note 26)
Profit on disposal of 81% of TradeFlow (note 26) - (718)
- (214)
* The amortisation of intangible assets arising on acquisition in FY23
reflects the charge recognised during the period from 1 January 2023 to 30
June 2023. This reflects the fact that the TradeFlow Restructuring was
finalised and completed on 30 June 2023 and TradeFlow was deconsolidated from
the Group's results from this date.
7 Auditors' remuneration
During the year, the Group obtained the following services from the Group's
auditor, at the costs detailed below. It should be noted that the auditors of
the Company for the year ended 31 December 2023 was Crowe U.K. LLP and the new
auditors of the Company for the year ended 31 December 2024 are Bright Grahame
Murray.
2024 2023
£ 000
£ 000
Fees payable to the Company's auditors for the audit of the consolidated 121 110
financial statements
Fees payable to the Company's auditors and its associates for other services
to the Group:
Audit of the Companies subsidiaries 15 20
Audit fees relating to prior periods - 6
Total audit fees 136 136
Non-audit assurance services - -
Total audit and non-audit assurance related services 136 136
8 Staff costs
The aggregate payroll costs (including directors' remuneration) included
within continuing operations were as follows:
2024 2023
£ 000
£ 000
Wages, salaries and other short term employee benefits 1,409 1,590
Social security costs 159 190
Post-employment benefits 63 70
Total staff costs 1,631 1,850
The aggregate payroll costs (including directors' remuneration) included
within discontinued operations were as follows:
2024 2023
£ 000
£ 000
Wages, salaries and other short term employee benefits - 337
Social security costs - 11
Total staff costs - discontinued operations* - 348
*The aggregate payroll costs in FY23 included within discontinued operations
reflects the costs recognised during the period from 1 January 2023 to 30 June
2023. This reflects the fact that the TradeFlow Restructuring was finalised
and completed on 30 June 2023 and TradeFlow was deconsolidated from the
Group's results from this date.
The average number of persons employed by the Group (including executive
directors) during the year, analysed by category was as follows:
2024 2023
No.
No.
Executive directors 1 2
Finance, Risk and HR 5 4
Sales and marketing 2 3
Legal - 1
Operations and Platform development 7 11
Total average number of people employed* 15 21
* The average number of people employed in FY23 reflects the TradeFlow staff
employed for the period from 1 January 2023 to 30 June 2023. This reflects the
fact that the TradeFlow Restructuring was finalised and completed on 30 June
2023 and TradeFlow was deconsolidated from the Group's results from this date.
9 Key management personnel
Key management compensation (including directors):
2024 2023
£ 000
£ 000
Wages, salaries and short-term employee benefits 1,000 1,254
Social security costs 92 115
Post-employment benefits 37 44
Total key management compensation 1,129 1,413
Key management personnel consist of the Company leadership team and the
Directors.
No retirement benefits are accruing to Company Directors under a defined
contribution scheme (2023: none), however the Chief Executive Officer received
cash in lieu of payments to a defined contribution pension scheme of £12,420
during the year (2023: £12,420). This was allowable under his director's
employment contract.
The Directors' emoluments are detailed in the Remuneration Report of the
Annual Report and Accounts for the year ended 31 December 2024.
10 Income tax
The income tax credit of £139,000 recognised for the year ended 31 December
2024 represents Research & Development Tax Credits claimed by the Company
under the UK SME tax credit scheme during the year (2023: £nil). This tax
credit related to the financial years ended 31 December 2022 and 31 December
2023 for which the related claims were submitted and finalised during 2024. Of
this total £97,000 had been received by the Company prior to 31 December 2024
and the remaining £42,000 was received by the Company subsequent to the year
end. This outstanding amount still to be received was recognised within other
receivables (note 13) as at 31 December 2024.
Tax expense charged in the income statement:
2024 2023
£ 000 £ 000
Current Taxation Expense
UK Corporation tax (139) -
Foreign taxation paid/(receivable) by subsidiaries - continuing operations - -
(139) -
The tax on loss before tax for the period is less than (2023 - less than) the
standard rate of corporation tax in the UK of 25.0% (2023 - 23.5%).
The differences are reconciled below:
2024 2023
£ 000 £ 000
Loss before tax (3,062) (4,345)
Corporation tax at standard rate - 25% (2023: 23.5%) (766) (1,022)
Effect of expenses not deductible in determining taxable profit (tax loss) 165 82
Increase in tax losses carried forward which were unutilised in the current 598 912
year
Tax adjustments in respect of foreign subsidiaries (timing differences) -
Over provision of deferred tax in prior years (139) -
Income not taxable -
Deferred tax not recognised 3 28
Differences between UK and foreign tax legislation -
Total tax charge (139) -
In addition, unrecognised deferred tax assets, relating to tax losses carried
forward across the Group have not been recognised due to uncertainty over the
timing and extent of future taxable profits. The losses can be carried forward
indefinitely and have no expiry date. The total approximate tax losses carried
forward across the Group as at 31 December 2024 were £19.5 million (31
December 2023: £17.2 million as restated).
11 Earnings/(loss) per share
The calculation of the basic earnings/(loss) per share ("EPS") is based on the
total loss for the year of £2,923,000 (2023 - loss £4,345,000) and on a
weighted average number of ordinary shares in issue of 68,035,422,123 (2023 -
59,880,078,004). The basic EPS is (0.0043) pence (2023 - (0.0073) pence).
The calculation of the basic earnings/(loss) per share (EPS) from continuing
operations is based on the total loss for the year from continuing operations
of £2,923,000 (2023 - loss £4,160,000) and on a weighted average number of
ordinary shares in issue of 68,035,422,123 (2023 -59,880,078,004). The basic
EPS from continuing operations is (0.0043) pence (2023 - (0.0070) pence).
For the year ended 31 December 2024, the Group no longer had any discontinued
operations. However the calculation of the basic earnings/(loss) per share
(EPS) from discontinued operations in the comparative year ended 31 December
2023 was based on the total loss for discontinued operations of £185,000 and
on a weighted average number of ordinary shares in issue of 59,880,078,004.
The basic EPS from discontinued operations for the year ended 31 December 2023
was (0.0003) pence.
The Company has share warrants and employee share scheme options in issue as
at 31 December 2024 which would dilute the earnings per share if or when they
are exercised in the future. A summary of these is set out below and further
details of these share warrants and employee share options can be found in
note 24.
31 December 2024 31 December 2023
No. No.
Share warrants - issued 9,224,804,855 9,297,651,062
Share warrants - to be issued 2,250,000,000 2,250,000,000
Long-term incentive plan ("LTIP") options 228,256,365 1,095,753,404
Total 11,703,061,220 12,643,404,466
No dilution per share was calculated for 2024 and 2023 as with the reported
loss they are all anti-dilutive.
12 Intangible assets
Internally developed IM platform
£ 000
Cost or valuation
At 1 January 2023 3,669
Additions 458
At 31 December 2023 4,127
Additions 53
At 31 December 2024 4,180
Amortisation
At 1 January 2023 818
Amortisation charge 74
At 31 December 2023 892
Amortisation charge 5
At 31 December 2024 897
Impairment
At 1 January 2023 2,851
Impairment charge 384
At 31 December 2023 3,235
Impairment charge 48
At 31 December 2024 3,283
Net Book Value
At 31 December 2024 -
At 31 December 2023 -
Impairment assessment - Internally developed IM Platform
The Directors considered the continued current year losses of the Group's
Italian subsidiary, to which the internally developed IM platform relates, and
the full impairment of this intangible asset in the prior year, as an
indicator of impairment and therefore, in accordance to IAS 36 ("Impairment of
Assets"), considered if as at 31 December 2024, this intangible asset required
further impairment in relation the additions made during the year, or if some
of the prior year impairment could be reversed.
The full going concern statement, set out in note 2, noted there is currently
an absence of a historical recurring track record relating to Inventory
Monetisation transactions being facilitated by the Group's Platform, the
generation of the full range of fees from the use of its Platform from more
than a limited number of Inventory Monetisation transactions, and the Group
being cash flow positive. As such the Directors have identified these factors
as one of the material uncertainties in relation to the going concern
statement. The Directors have concluded that these uncertainties also apply to
the discounted cash flow model used in this impairment test. In particular,
there is uncertainty that arises with respect to both the future timing and
growth rates of the forecast discounted cash flows arising from the use of the
Internally developed IM Platform intangible asset.
As such, the Directors have decided to continue to impair the full carrying
amount of this asset as at 31 December 2024. This impairment loss may
subsequently be reversed and if so, the carrying amount of the asset will be
increased to the revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that would have
been determined had no impairment loss been recognised for the investment in
prior years.
13 Trade and other receivables
As at 31 December 2024 As at 31 December 2023
£ 000
£ 000
Trade receivables 82 15
Other receivables 946 976
Prepayments 60 35
Total trade and other receivables 1,088 1,026
14 Receivable from related party
As at 31 December 2024 As at 31 December 2023
£ 000 £ 000
Receivable from related party - 772
Interest receivable from related party 7 22
Other related party receivable 45 53
Total receivable from related party 52 847
Receivable from related party
This balance represents the amount receivable from TAG under the Deed of
Novation which created the obligation for TAG to settle the £2,000,000 cash
payment that was due from the buyers to the Company, as a result of the sale
of the 81% majority stake in TradeFlow.
As at 31 December 2024, the full amount of £2,000,000 has been repaid by TAG
to the Company. TAG repaid £1,228,000 during 2023 and £772,000 throughout
2024. The payments totalling £772,000 which had been received during the
current year were received through a split of £570,000 in cash (2023:
£771,000) and £202,000 by way of offset against amounts owed by the Group
companies to TAG (2023: £36,000). In the prior year there was also an amount
of £421,000 that was repaid by way of formal debt novation agreements with
specific suppliers whereby the debt held by the Group companies was novated to
TAG with no recourse by to the Group companies.
Interest receivable from related party
The balance of £7,000 in the table above represents the interest that is
receivable from the TAG as at 31 December 2024 relating to the late payments
to the Company under the Debt Novation Deed, the purpose of which was to
novate the amounts due to the Company as a result of the TradeFlow
Restructuring to TAG from the buyers of the 81% holding in TradeFlow. This
balance has been paid by TAG subsequent to 31 December 2024 through the offset
against invoiced amounts owed by the Group companies to TAG.
In addition to the balance of £7,000 described above, the Company had also
recognised interest receivable of £270,000 from TAG as at 31 December 2024
relating to the late payments to the Company under the Top-Up Shareholder Loan
Agreement. Given the latest information that the Board has regarding the
financial position of TAG, as at 31 December 2024 this interest receivable
balance of £270,000 relating to late payments under the Top-Up Shareholder
Loan Agreement was fully impaired. The latest information regarding the
financial position of TAG included:
- the auditors of TAG disagreeing with going concern assumption that
had been used in the preparation of the TAG's latest financial statements for
the year ended 31 December 2023;
- as a consequence of the above point, TAG elected to apply for a
restructuring procedure as is allowable under Italian company law; and
- following on from this, on 7 August 2025 TAG entered into a formal
liquidation process under Italian insolvency law. The Company understands that
TAG is currently attempting to halt the liquidation process and return to the
restructuring procedure referred to above.
Both these interest amounts have been calculated at a compounding rate of 15%
per annum on the overdue amounts. Details of both these agreements can be
found in note 28 to the Group's consolidated financial statements for the year
ended 31 December 2024.
During the current financial year, TAG paid £57,000 of late payment interest
(2023: £nil) through £20,000 which was offset against interest payable by
the Company to TAG that had accrued on the TAG Unsecured Working Capital
Facility, and £37,000 by way of offset against other invoiced amounts owed by
the Group companies to TAG.
Other related party receivable
In relation to the Group debt that was formally novated to TAG in 2023 in lieu
of a cash payment under the Deed of Novation, as at 31 December 2024 the Group
held an amount receivable from TAG on its balance sheet for the value of
£45,000 (31 December 2023: £53,000). This primarily related to withholding
tax amounts on certain "proforma" invoices that were formally novated, as the
supplier invoice settled by TAG was net of the withholding tax amounts and as
such remains due from TAG to the Group as at 31 December 2024. Subsequent to
31 December 2024, an amount of £22,000 had been paid by TAG through the
offset against invoiced amounts owed by the Group companies to TAG.
15 Share capital
Allotted, called up and fully paid shares
As at 31 December 2024 As at 31 December 2023
No. 000 £ 000 No. 000 £ 000
Equity
Ordinary shares of £0.00002 each 71,732,151 1,434 61,232,096 1,224
Deferred shares of £0.04000 each 63,084 2,523 63,084 2,523
2018 Deferred shares of £0.01000 each 224,194 2,242 224,194 2,242
Total 72,019,429 6,199 61,519,374 5,989
Reconciliation of allotted, called up and full paid
2024 2023
No. 000 £ 000 No. 000 £ 000
Ordinary shares as at 1 January 61,519,374 5,989 56,908,846 5,897
New ordinary shares issued to TAG in connection with the settlement of the TAG 1,500,000 30 - -
Working Capital Facility
New ordinary shares issued in connection with the New Equity Subscription 9,000,000 180 - -
Agreement dated 14 May 2024
New ordinary shares issued to fulfil the conversion of Open Offer warrants 55 -
110,528 2
New ordinary shares issued to Venus Capital S.A. in connection with 2023 Venus - -
Subscription
4,500,000 90
Total at 31 December 72,019,429 6,199 61,519,374 5,989
New shares allotted during the current financial year
New ordinary shares issued to TAG in connection with the settlement of the TAG
Unsecured Working Capital Facility
Subsequent to TAG satisfying the full amount of £800,000 drawn down by the
Company under the amended TAG Unsecured Working Capital Facility, the Company
and TAG signed a second deed of amendment agreement dated 26 March 2024, which
allowed the full outstanding amount of the amended TAG Unsecured Working
Capital Facility to be extinguished by the issue of 1,500,000,000 new ordinary
shares of nominal value £0.00002 each, which were issued to TAG on 28 March
2024. These new ordinary shares issued had a fixed subscription price of 0.053
pence per share.
New ordinary shares issued in connection with New Equity Subscription
Agreement
On 14 May 2024, the Company entered into a new equity subscription agreement
with a UK investment firm, pursuant to which the UK investment firm committed
to subscribe for 9,000,000,000 new ordinary shares of nominal value £0.00002
each (the "Subscription Shares"), on behalf of its private clients, at 0.01725
pence per Subscription Share (the "New Equity Subscription Agreement"). The
issue of the Subscription Shares was made for gross proceeds of £1,552,500
(or £1,428,300 net of an 8% commission charged). These Subscription Shares
were admitted to standard segment of the Official List of the Financial
Conduct Authority and to trading on the main market for listed securities of
the London Stock Exchange on 28 May 2024.
New ordinary shares issued to fulfil the conversion of Open Offer warrants
Further to the issue of new ordinary shares on the 18 August 2022 as a result
of the Open Offer, the Company also issued 320,855,008 warrants to certain
qualifying shareholders who participated in its open offer (the "Open Offer
Warrants"). Following the issue of the Open Offer Warrants, certain holders
have elected to exercise their Open Offer Warrants and this resulted in a
total of 54,696 new ordinary shares being issued during the year ended 31
December 2024 in relation to Open Offer Warrant conversion.
Rights, preferences and restrictions
Ordinary shares have the following rights, preferences, and restrictions:
The ordinary shares carry rights to participate in dividends and distributions
declared by the Company and each share carries the right to one vote at any
general meeting. There are no rights of redemption attaching to the ordinary
shares.
Deferred shares have the following rights, preferences, and restrictions:
The deferred shares carry no rights to receive any dividend or distribution
and carry no rights to vote at any general meeting. On a return of capital,
the Deferred shareholders are entitled to receive the amount paid up on them
after the Ordinary shareholders have received £100,000,000 in respect of each
share held by them. The Company may purchase all or any of the Deferred shares
at an appropriate consideration of £1.
2018 Deferred shares have the following rights, preferences, and
restrictions:
The deferred shares carry no rights to receive any dividend or distribution
and carry no rights to vote at any general
meeting.
16 Trade and other payables
As at 31 December 2024 As at 31 December 2023
£ 000
£ 000
Trade payables 820 1,314
Other payables 1,051 943
Current portion of long-term bank borrowings 210 192
Social security and other payroll taxes due 1,903 1,566
Accruals 415 488
Contract liabilities 75 59
Accrued interest payable to related party - 7
Total trade and other payables 4,474 4,569
17 Long-term borrowings
As at 31 December 2024 As at 31 December 2023
£ 000 £ 000
Non-current portion of long-term bank borrowings 364 590
Working capital loan due to TAG - 250
Total long-term borrowings 364 840
Non- current portion of long-term bank borrowings
On 12 October 2022, Supply@ME Technologies S.r.l, entered into a new long term
loan facility with Banco BPM S.p.A (the "Banco BPM Facility"). The obligations
of Supply@ME Technologies S.r.l under the Banco BPM Facility are guaranteed by
the Company. The key commercial terms of the Banco BPM Facility include:
a) €1 million in principal amount;
b) 275 basis points over Euribor interest rate; and
c) a five-year repayment term (the final payment to be made on
11 October 2027), including an initial six months of interest only repayments,
followed by 54 months of combined principal and interest repayments.
Fees totalling €52,000 were incurred in connection with the arrangement of
the Banco BPM Facility. These costs have been capitalised and will be spread
over the term of the Banco BPM Facility. The amount included in the table
above represents the non-current portion of the Banco BPM Facility. The
current portion is set out in note 16 above.
Working capital loan due to TAG
The TAG Unsecured Working Capital Facility, which was initially signed on 28
April 2023 and then amended on 30 June 2023, created the obligation for TAG to
provide a working capital facility to the Company up to £800,000. Following
the amendment on 30 June 2023, the Company issued a draw down notice to TAG
under TAG Unsecured Working Capital Facility for the full £800,000 available.
As at 31 December 2023, £250,000 had been received from TAG in respect of
this facility, and during the year ended 31 December 2024, the remaining
£550,000 was received from TAG.
Subsequent to the receipt of the full £800,000 from TAG, a second deed of
amendment was signed between TAG and the Company and this was dated 26 March
2024. This second deed of amendment allowed the full outstanding amount of the
TAG Unsecured Working Capital Facility to be extinguished by the issue of
1,500,000,000 new ordinary shares of nominal value £0.00002 each, which were
issued to TAG on 28 March 2024. These new ordinary shares issued had a fixed
subscription price of 0.053 pence per share. As such, the balance owing in
respect of the TAG Unsecured Working Capital Facility as at 31 December 2024
as £nil (31 December 2023: £250,000).
Non- current portion of long-term bank borrowings
On 12 October 2022, Supply@ME Technologies S.r.l, entered into a new long term
loan facility with Banco BPM S.p.A (the "Banco BPM Facility"). The obligations
of Supply@ME Technologies S.r.l under the Banco BPM Facility are guaranteed by
the Company. The key commercial terms of the Banco BPM Facility include:
a) €1 million in principal amount;
b) 275 basis points over Euribor interest rate; and
c) a five-year repayment term (the final payment to be made on
11 October 2027), including an initial six months of interest only repayments,
followed by 54 months of combined principal and interest repayments.
Fees totalling €52,000 were incurred in connection with the arrangement of
the Banco BPM Facility. These costs have been capitalised and will be spread
over the term of the Banco BPM Facility. The amount included in the table
above represents the non-current portion of the Banco BPM Facility. The
current portion is set out in note 16 above.
Working capital loan due to TAG
The TAG Unsecured Working Capital Facility, which was initially signed on 28
April 2023 and then amended on 30 June 2023, created the obligation for TAG to
provide a working capital facility to the Company up to £800,000. Following
the amendment on 30 June 2023, the Company issued a draw down notice to TAG
under TAG Unsecured Working Capital Facility for the full £800,000 available.
As at 31 December 2023, £250,000 had been received from TAG in respect of
this facility, and during the year ended 31 December 2024, the remaining
£550,000 was received from TAG.
Subsequent to the receipt of the full £800,000 from TAG, a second deed of
amendment was signed between TAG and the Company and this was dated 26 March
2024. This second deed of amendment allowed the full outstanding amount of the
TAG Unsecured Working Capital Facility to be extinguished by the issue of
1,500,000,000 new ordinary shares of nominal value £0.00002 each, which were
issued to TAG on 28 March 2024. These new ordinary shares issued had a fixed
subscription price of 0.053 pence per share. As such, the balance owing in
respect of the TAG Unsecured Working Capital Facility as at 31 December 2024
as £nil (31 December 2023: £250,000).
18 Provisions
Post-employment benefits Provision for risks and charges Provision for VAT and penalties Total
£ 000 £ 000 £ 000 £ 000
At 1 January 2023 37 83 337 457
Released to profit and loss - (28) - (28)
Provided for in the year 17 139 - 156
Payments (13) - - (13)
Actuarial (gain)/loss 3 - - 3
At 31 December 2023 44 194 337 575
Forex retranslation adjustment (2) (4) (15) (21)
At 1 January 2024 42 190 322 554
Released to profit and loss - (5) - (5)
Provided for in the year 9 41 - 50
Payments (22) - - (22)
Actuarial (gain)/loss - - - -
At 31 December 2024 29 226 322 577
Post-employment benefits
Post-employment benefits include severance pay and liabilities relating to
future commitments to be disbursed to employees based on their permanence in
the relevant company. This entirely relates to the Italian subsidiary,
Supply@ME S.r.l. where severance indemnities are due to each employee at the
end of the employment relationship. Post-employment benefits relating to
severance indemnities are calculated by estimating the amount of the future
benefit that employees have accrued in the current period and in previous
years using actuarial techniques. The calculation is carried out by an
independent actuary using the "Projected Unit Credit Method".
Provision for risks and charges
Provision for risks and charges includes the estimated amounts of penalties
and interest for payment delays referring the tax and social security payables
recorded in the financial statements of both of the Italian subsidiaries
which, at the closing date, are overdue. The increase in the prior financial
year was primarily due the interest component as the interest rates in Italy
have risen during FY23 to an average at 5% during 2023 (2022: 1.5% in 2022).
The increase in the current financial year primarily reflects additional
interest charges provided for during the year.
Provision for VAT and penalties
In advance of the Group's first monetisation transaction, a number of advance
payments have been received by the Group's Italian subsidiary, Supply@ME
S.r.l., from potential client companies in accordance with agreed contractual
terms. These payments have been recognised as revenue in accordance with local
accounting rules. These advance payments, for which an invoice has not yet
been issued, have been made exclusive of VAT. As at 31 December 2024, the
Group has included a provision relating to a potential VAT liability,
including penalties, in respect of these advance payments of £187,000 (31
December 2023: £196,000). As the underlying currency of this provision is
based in Euros the movement during 2024 is the result of foreign exchange rate
movements at each respect year end.
At the point in the future when the associated monetisation transaction takes
place, the potential VAT liability will be settled by the Group. At this same
point in time, the Directors expect to be able to recover the VAT from the
client companies as invoices in respect of the monetisation transactions are
issued. The timing of these future monetisation transactions currently
remains uncertain and as such no corresponding VAT receivable has been
recognised as at 31 December 2024, however there is a contingent asset of
£134,000 as at 31 December 2024 (31 December 2023: £140,000) in respect of
this.
An additional amount of £144,000 was added to the provision during the second
half of 2022 to reflect the fact that the Italian intercompany invoice was
issued late and this balance reflects potential VAT penalties that may arise
due to the timing of the invoice. This balance remains provided for at 31
December 2024, however has been revalued to £135,000 as at 31 December 2024
(31 December 2023: £141,000).
From time to time, during the course of business, the Group maybe subject to
disputes which may give rise to claims. The Group will defend such claims
vigorously and provision for such matters are made when costs relating to
defending and concluding such matters can be measured reliably. There were no
cases outstanding as at 31 December 2024 that meet the criteria for a
provision to be recognised.
19 Pension and other schemes
Defined contribution pension scheme
The Group operates a defined contribution pension scheme for employees of the
Company. The assets of the scheme are recognised as being held separately from
those of the Group and Company and will be paid over to an independently
administered fund. The pension cost charge represents contributions payable by
the Group to the fund.
The total pension charge for the year represents contributions payable by the
Group to the scheme relating to employer contributions amounted to £47,000
for continuing operations (2023: £53,000).
Contributions (including employee and employer contributions) totalling
£30,000 (2023: £16,000) were payable to the scheme at the end of the year
and are included in creditors. This has been paid post year end.
20 Capital commitments
There were no capital commitments for the Group at 31 December 2024 or 31
December 2023.
21 Contingent liabilities
There were no contingent liabilities for the Group at 31 December 2024 or 31
December 2023.
22 Financial instruments
Financial assets
Carrying value Fair value
As at 31 December 2024 As at 31 December 2023 As at 31 December 2024 As at 31 December 2023
£ 000 £ 000 £ 000 £ 000
Financial assets at amortised cost:
Cash and cash equivalents 34 5 34 5
Trade receivables 82 15 82 15
Receivable from related party 52 847 52 847
Other receivables 946 974 946 974
1,114 1,841 1,114 1,841
Valuation methods and assumptions: The directors believe due to their short
term nature, the fair value approximates to the carrying amount.
Financial liabilities
Carrying value Fair value
As at 31 December 2024 As at 31 December 2023 As at 31 December 2024 As at 31 December 2023
£ 000 £ 000 £ 000 £ 000
Financial liabilities at amortised cost:
Long-term borrowings 574 1,032 574 1,032
Trade payables 820 1,314 820 1,314
Other payables 1,051 943 1,051 943
2,445 3,289 2,445 3,289
Valuation methods and assumptions: The directors believe that the fair value
of trade and other payables approximates to the carrying value.
There are no financial liabilities that are carried at fair value through the
profit and loss as at 31 December 2024 (31 December 2023: £nil).
Risk management
The Group is exposed through its operations to the following financial risks:
credit risk, foreign exchange risk, and liquidity risk.
In common with all other businesses, the Group is exposed to risks that arise
from its use of financial instruments. This note describes the Group's
objectives, policies and processes for managing these risks and the methods
used to measure them. Further quantitative information in respect of these
risks is presented throughout these financial statements. There have been no
substantive changes in the Group's exposure to financial instrument risks,
its objectives, policies and processes for managing those risks or the methods
used to measure them from previous periods unless otherwise stated in this
note.
Principal financial instruments
The principal financial instruments used by the Group, from which financial
instrument risk arises, were as follows:
- trade receivables and other receivables;
- cash at bank;
- receivables from related parties;
- trade and other payables; and
- long-term borrowings.
General objectives, policies and processes
The Board had overall responsibility for the determination of the Group's risk
management objectives and policies and, whilst retaining ultimate
responsibility for them, it had delegated the authority for designing and
operating processes that ensure the effective implementation of the objectives
and policies to the Group's finance function. The Board received monthly
reports from the Chief Financial Officer through which it reviewed the
effectiveness of the processes put in place and the appropriateness of the
objectives and policies it had set. The overall objective of the Board was to
set polices that sought to reduce risk as far as possible without unduly
affecting the Group's competitiveness and flexibility. Further details
regarding these policies are set out below.
Interest rate risk
At present the Directors do not believe that the Group has significant
interest rate risk and consequently does not hedge against such risk. Cash
balances earn interest at variable rates.
The Group's interest generating financial assets from continuing operations as
at 31 December 2024 comprised cash and cash equivalents of £34,000 (2023:
£5,000). Interest is paid on cash at floating rates in line with prevailing
market rates. In addition, late payment interest of £312,000 was recognised
during the year ended 31 December 2024 (2023: £22,000) relating to the late
payments of both the TAG Top-Up Shareholder Loan Agreement and the Deed of
Novation. These interest amounts have been calculated at a compounding rate of
15% per annum on the overdue amounts. During the year ended 31 December 2024
an amount of £57,000 was paid by TAG relating to late payment interest (2023:
£nil). Of the remaining £277,000 that remained outstanding as at 31 December
2024, £7,000 was paid by TAG prior to the issue of these financial statements
and £270,000 was impaired as detailed in note 14.
The Group's interest generating financial liabilities as at 31 December 2024
comprised long-term borrowings of £574,000 (2023: £1,032,000).
Sensitivity analysis
At 31 December 2024, had the EURIBOR 3 MONTH rate of 2.736 (2023 - 3.905)
increased by 1% with all other variables held constant, the increase in
interest payable on financial assets would amount to approximately £6,000
(2023 - £7,000). Similarly, a 1% decrease in the EURIBOR 3 MONTH rate with
all other variables held constant would result in a decrease in interest
receivable on financial assets of approximately £7,000 (2023 - £7,000).
Credit risk and impairment
Credit risk is the risk of financial loss to the Group if a customer or a
counterparty to a financial instrument fails to meet its contractual
obligations. The Group is mainly exposed to credit risk from credit sales. It
is Group policy, implemented locally, to assess the credit risk of new
customers before entering contracts. Such credit ratings take into account
local business practices. The Group has a credit policy under which each new
customer is analysed individually for creditworthiness before the Group's
standard payment and delivery terms and conditions are offered.
Credit risk also arises from cash and cash equivalents and deposits with banks
and financial institutions. To manage this, the Group has made sure that they
use reputable banks.
The Group's Chief Financial Officer monitors the utilisation of the credit
limits regularly.
The Group's maximum exposure to credit by class of individual financial
instrument is shown in the table below:
Carrying value as at 31 December 2024 Maximum exposure as at 31 December 2024 Carrying value as at 31 December 2023 Maximum exposure as at 31 December 2023
£ 000 £ 000 £ 000 £ 000
Cash and cash equivalents 34 34 5 5
Trade receivables 82 82 15 15
Receivable from related party 52 52 847 847
168 168 867 867
As at 31 December 2024, with the exception of £270,000 relating to late
payment interest receivable from TAG in respect of the Top-Up Shareholder Loan
Agreement, the financial assets held by the Group have not been impaired.
Further details of the impairment to the related party interest receivable can
be found in note 14.
Foreign exchange risk
Foreign exchange risk arises because the Group has operations located in
various parts of the world whose functional currency is not the same as the
functional currency in which the Group operates. Although its global market
penetration reduces the Group's operational risk, in that it has diversified
into several markets, the Group's net assets arising from such overseas
operations are exposed to currency risk resulting in gains or losses on
retranslation into sterling. Only in exceptional circumstances would the Group
consider hedging its net investments in overseas operations as generally it
does not consider that the reduction in foreign currency exposure warrants the
cash flow risk created from such hedging techniques.
The Group's policy is, where possible, to allow Group entities to settle
liabilities denominated in their functional currency (primarily Euros or Pound
Sterling) with the cash generated from their own operations in that currency.
Where Group entities have liabilities denominated in a currency other than
their functional currency (and have insufficient reserves of that currency to
settle them) cash already denominated in that currency will, where possible,
be transferred from elsewhere within the Group.
Currency profile as at 31 December 2024
As at 31 December 2024 As at 31 December 2023
Financial assets
£000 £000
Cash and cash equivalents: Sterling 1 3
Cash: Euro 33 2
Trade receivables: Sterling - -
Trade receivables: Euro 82 15
Financial liabilities As at 31 December 2024 As at 31 December 2023
£000 £000
Trade payables: Sterling 478 865
Trade payables: Euro 342 449
Long-term borrowings: Sterling - 250
Long-term borrowings: Euro 574 782
Sensitivity analysis
At 31 December 2024, if Sterling had strengthened by 10% against the below
currencies with all other variables held constant, loss before tax for the
year would have been approximately:
- EUR: £68,000 higher (2023 - £102,000 higher).
Conversely, if the below currencies had weakened by 10% with all other
variables held constant, loss before tax for the year would have been
approximately:
- EURO: £68,000 lower (2023 - £102,000 lower).
Liquidity risk
Liquidity risk arises from the Group's management of working capital and the
finance charges and principal repayments on its debt instruments. It is the
risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due.
The Group's policy is to ensure that it will always have sufficient cash to
allow it to meet its liabilities when they become due.
The Board receives rolling 12-month cash flow projections on a regular basis
as well as information regarding cash balances. At the statement of financial
position date, these projections indicated that the Group expects to have
sufficient liquid resources to meet its obligations under all reasonably
expected circumstances subject to the material uncertainties detailed in the
going concern assumptions set out in note 2.
As set out in note 28, the TAG Top-Up Shareholder Loan Agreement gave the
Company the ability to draw down up to £3.5 million in line with specific
conditions. As at 31 December 2024, the Company had issued draw down notices
for £2,042,000 (31 December 2023: £969,000). As such as at 31 December 2024
£1,458,000 remains undrawn under the TAG Top-Up Shareholder Loan Agreement.
As at 31 December 2023, the Group had £2,531,000 that had not been drawn
under the TAG Top-Up Shareholder Loan Agreement.
Subsequent to the 31 December 2024, the Board entered into the Nuburu
On-Demand Facility for US$5,150,000 and agreed to release TAG from its
outstanding obligations under the TAG Top-Up Shareholder Loan Agreement once
the full amount under the new facility has been received. Further details of
this new funding facility can be found in note 30. This action was taken by
the Board due to continued underperformance of TAG against its contractual
commitments in line with the TAG Top-Up Shareholder Loan Agreement and the
recent information available to it on TAG's financial position, for which
further details can be found in note 14.
At 31 December 2024 Up to 3 months Between 3 and 12 months Between 1 and 2 years Between 2 and 5 years Over 5 years
£ 000 £ 000 £ 000 £ 000 £ 000
Liabilities
Long-term borrowings 44 148 193 189
Trade and other payables 1,133 738 - - -
Social security and other taxes 1,903 - - - -
Total liabilities 3,080 886 193 189 -
At 31 December 2023 Up to 3 months Between 3 and 12 months Between 1 and 2 years Between 2 and 5 years Over 5 years
£ 000 £ 000 £ 000 £ 000 £ 000
Liabilities
Long-term borrowings 76 182 223 676
Trade and other payables 1,511 746 - - -
Social security and other taxes 1,566 - - - -
Total liabilities 3,153 928 223 676 -
Capital risk management
The Group's capital management objectives are to ensure the Group is
appropriately funded to continue as a going concern and to provide an adequate
return to shareholders commensurate with risk. The Group defines capital as
being issued share capital, share premium and all other equity reserves
attributable to the equity holders of the parent. The Group's capital
structure is periodically reviewed and, if appropriate, adjustments are made
in the light of expected future funding needs, changes in economic conditions,
financial performance and changes in Group structure. As explained in note 28,
the Group had various financing facilities from TAG in place during the year
ended 31 December 2024. As explained in note 30, subsequent to the 31 December
2024, the Board entered into the Nuburu On-Demand Facility for US$5,150,000
and agreed to release TAG from its outstanding obligations under the Top-Up
Shareholder Loan Agreement once the full amount under the new facility has
been received.
The Group adheres to the capital maintenance requirements as set out in the
Companies Act.
Capital for the reporting periods under review is summarised as follows:
- Net liabilities: (£4,246,000) (2023: (£3,807,000))
- Cash and cash equivalents: £34,000 (2023: £5,000)
- Share Capital £6,199,000 (2023: £5,989,000)
23 Net debt
The Group reconciliation of the movement in net debt from continuing
operations is set out below:
Total long-term borrowings (current and non-current portion)
£ 000
At 1 January 2023 (906)
Net cash flows (145)
Foreign exchange 19
At 31 December 2023 (1,032)
Net cash flows (374)
Repayment of TAG Unsecured Working Capital Facility via new share issue (non 800
cash)
Foreign exchange 32
As at 31 December 202 (574)
24 Share-based payments
Share warrants issued in connection with the New Equity Subscription Agreement
On the 14 May 2024, the Company announced it had entered into the New Equity
Subscription Agreement with a UK investment firm, pursuant to which the UK
investment firm committed to subscribe for 9,000,000,000 Subscription Shares.
Under the New Equity Subscription Agreement, new warrants were required to be
issued to the UK investment firm at a ratio of one warrant for every twenty
subscription shares issued under the New Equity Subscription Agreement. This
resulted in an obligation for the Group to issue 450,000,000 new warrants to
the UK investment firm ("New Warrants"). These New Warrants are each
exercisable into one new ordinary share at a price equal to 0.01725 pence per
share up to a final exercise date of 28 May 2029.
As these share warrants were issued as a cost of issuing new ordinary shares
to the UK investment firm they fall into of scope of IFRS 2 ("Share-based
payments"). As such, the Directors were required to determine the fair value
of the equity-settled share-based payments at the date on which they were
granted. The fair value was determined using a Black-Sholes model which
required certain judgements to be made in determining the most appropriate
inputs to be used. The key judgemental point was the expected volatility rate
of the Company's share price over the relevant period prior to the grant of
the warrants. The volatility rate assumption applied in the model for the New
Warrants was 82.5%. This was based on the actual volatility of the Company's
shares over the historical period from March 2020 (the date of the reverse
take over) to the valuation date.
The total fair value of the New Warrants was £52,000 and this amount has been
fully recognised during the year ended 31 December 2024. Given this amount
directly related to the cost of issuing new ordinary shares to the UK
investment firm, the total amount of £52,000 was offset against the share
premium balance specifically created in connection with the relevant issue of
Subscription Shares in accordance with IAS 32 ("Financial Instruments").
Share warrants issued to Mercator
During 2021 the Group entered into a funding facility with Mercator Capital
Management Fund LP ("Mercator") which required share warrants to be issued
representing 20% of the face value of any loan notes or convertible loan notes
issued in connection with this facility. These warrants have a term of 3 years
from issue and an exercise price of 130% of the lowest closing VWAP over the
ten trading days immediately preceding the issue of the warrants.
The total number of share warrants issued under this arrangement to Mercator
during the years ended 31 December 2021 and 2022 was 961,832,433 (the
"Mercator Warrants"). Details of the outstanding share warrants issued to
Mercator are set out in the table below. During the year ended 31 December
2024, a total of 522,791,512 of the Mercator Warrants expired prior to being
exercised. There is no impact to the financial statements as a result of these
warrants expiring. There have been no movement in these Mercator Warrants
during the prior year ended 31 December 2023, however as announced by the
Company on 23 November 2023, and further on 28 March 2024, the Company
approved the transfer of Mercator Warrants from Mercator to an independent
third-party purchaser(s).
Outstanding Mercator Warrants at 31 December 2024
Date of issue Number of warrants outstanding Exercise price Expiry date
4January 2022 77,763,767 £0.00174 4 January 2025
2February 2022 79,179,799 £0.00171 2 February 2025
4March 2022 105,948,198 £0.00128 4 March 2025
14 July 2022 176,149,157 £0.00085 14 July 2025
Total 439,040,921
Mercator Warrants that expired during the year ended 31 December 2024
Date of issue Number of warrants outstanding Exercise price Expiry date
1October 2021 443,726,031 £0.00316 1 October 2024
1November 2021 29,197,856 £0.00314 1 November 2024
1December 2021 49,867,625 £0.00184 1 December 2024
Total 522,791,512
The total fair value of the above Mercator Warrants has been fully expensed in
the prior periods. No further costs have been recognised in the current
financial year ended 31 December 2024 (2023: £nil), and none of these
warrants have been converted during the same period (2023: nil converted).
Share warrants issued to Venus under the 2022 Capital Enhancement Plan
On the 27 April 2022, the Group announced it had entered into a subscription
agreement with Venus Capital S.A ("Venus Capital"). Under the terms of this
subscription agreement the Group issued a total of 8,175,000,000 share
warrants to Venus Capital during the year ended 31 December 2022, and as at
the 31 December 2024, these all remain outstanding. The initial terms of the
warrants specified that they could be exercised at any time up to 31 December
2025 and have an exercise price of 0.065 pence per warrant, however this
expiry date was extended to 31 December 2026 through a deed of amendment dated
26 April 2023.
As these share warrants were issued as a cost of issuing new ordinary shares
to Venus Capital, they fall into of scope of IFRS 2 ("Share-based payments")
and the total fair value of these was fully recognised during 2022. No further
costs have been recognised in the year ended 31 December 2024 (2023: £nil).
Share warrants issued to retail shareholders under the Open Offer
On 22 July 2022, the Group announced an Open Offer, giving existing
shareholders the opportunity to subscribe for up to 641,710,082 new ordinary
shares in the Group. Following the closing of the Open Offer, on 18 August
2022, the Group announced it would allot and issue 641,710,082 new ordinary
shares to those qualifying shareholders.
In addition, the Group also issued 320,855,008 warrants to the qualifying
shareholders on the basis of one warrant for every two ordinary shares
received as a result of the Open Offer. The initial terms of the warrants
specified that they could be exercised at any time up to 31 December 2025 and
have an exercise price of 0.065 pence per warrant, however this expiry date
was extended to 31 December 2026 through a deed of amendment dated 26 April
2023.
As these share warrants were issued as a cost of issuing the new Open Offer
ordinary shares they fall into of scope of IFRS 2 ("Share-based payments") and
the total fair value of these was fully recognised during 2022. No further
costs have been recognised in the year ended 31 December 2024 (2023: £nil).
Subsequent to the issue of the Open Offer warrants, and prior to 31 December
2024, a cumulative amount of 160,091,075 (31 December 2023:160,036,379) of
these warrants have been converted in exchange for new ordinary shares and as
at 31 December 2024 there is a balance of 160,763,933 (31 December 2023:
160,818,629) Open Offer warrants which remained outstanding. On the exercise
of the Open Offer warrants, the fair value amount is reclassified from the
share-based payment reserve to retained losses in the relevant period in the
Groups statement of changes in equity.
Share warrants issued to Venus Capital under the April 2023 Equity
Subscription Agreement
On the 28 April 2023, the Company announced it had and entered into a new
subscription agreement with Venus Capital. Under this subscription agreement,
2,250,000,000 new warrants were required to be issued to Venus Capital (the
"New Venus Warrants"). This resulted in an obligation for the Group to issue
the New Venus Warrants. These New Venus Warrants are each exercisable into one
new ordinary share at a price equal to 0.065 pence per share up to a final
exercise date of 31 December 2026.
As these share warrants were issued as a cost of issuing new ordinary shares
to Venus Capital they fall into of scope of IFRS 2 ("Share-based payments").
As such, the Directors were required to determine the fair value of the
equity-settled share-based payments at the date on which they were granted.
The total fair value of the New Venus Warrants was £1,717,000 and this amount
has been fully recognised during the year ended 31 December 2023. These were
no additional amounts recognised during the current financial year ended 31
December 2024.
Given this amount directly related to the cost of issuing new ordinary shares
to Venus Capital, the total amount of £1,717,000 was offset against the share
premium balance during the financial year ended 31 December 2023 in accordance
with IAS 32 ("Financial Instruments"). This amount was offset against the
related share premium that was created in connection with the relevant issue
of ordinary share to Venus Capital. No further amounts have been recognised in
the year ended 31 December 2024.
Extension to the expiry date of the warrants issued in connection with the
Open Offer carried out on 17 August 2022 and the warrants issued to Venus
Capital during 2022
As outlined above, both of these warrants had been valued previously in line
with IFRS 2 ("Share-based payments"). The modification to the expiry date was
also valued in line with IFRS 2. The change in the fair value due to the
extension of the expiry date on those warrants still outstanding at the time
of modification of £346,000 was fully recognised during the six month period
ended 30 June 2023.
Given this amount directly related to the cost of issuing new ordinary shares
in the past to Venus Capital or under the Open Offer, the amount of £132,000
was offset against the share premium balance in accordance with IAS 32
("Financial Instruments") and the remaining fair value amount of £214,000 was
recognised in retained losses during the year ended 31 December 2023. No
further amounts have been recognised in the year ended 31 December 2024.
Asummary of the share warrants outstanding as at 31 December 2024 is detailed
in the table below:
Mercator Warrants that expired during the year ended 31 December 2024
Date of issue Number of warrants outstanding Exercise price Expiry date
1October 2021 443,726,031 £0.00316 1 October 2024
1November 2021 29,197,856 £0.00314 1 November 2024
1December 2021 49,867,625 £0.00184 1 December 2024
Total 522,791,512
The total fair value of the above Mercator Warrants has been fully expensed in
the prior periods. No further costs have been recognised in the current
financial year ended 31 December 2024 (2023: £nil), and none of these
warrants have been converted during the same period (2023: nil converted).
Share warrants issued to Venus under the 2022 Capital Enhancement Plan
On the 27 April 2022, the Group announced it had entered into a subscription
agreement with Venus Capital S.A ("Venus Capital"). Under the terms of this
subscription agreement the Group issued a total of 8,175,000,000 share
warrants to Venus Capital during the year ended 31 December 2022, and as at
the 31 December 2024, these all remain outstanding. The initial terms of the
warrants specified that they could be exercised at any time up to 31 December
2025 and have an exercise price of 0.065 pence per warrant, however this
expiry date was extended to 31 December 2026 through a deed of amendment dated
26 April 2023.
As these share warrants were issued as a cost of issuing new ordinary shares
to Venus Capital, they fall into of scope of IFRS 2 ("Share-based payments")
and the total fair value of these was fully recognised during 2022. No further
costs have been recognised in the year ended 31 December 2024 (2023: £nil).
Share warrants issued to retail shareholders under the Open Offer
On 22 July 2022, the Group announced an Open Offer, giving existing
shareholders the opportunity to subscribe for up to 641,710,082 new ordinary
shares in the Group. Following the closing of the Open Offer, on 18 August
2022, the Group announced it would allot and issue 641,710,082 new ordinary
shares to those qualifying shareholders.
In addition, the Group also issued 320,855,008 warrants to the qualifying
shareholders on the basis of one warrant for every two ordinary shares
received as a result of the Open Offer. The initial terms of the warrants
specified that they could be exercised at any time up to 31 December 2025 and
have an exercise price of 0.065 pence per warrant, however this expiry date
was extended to 31 December 2026 through a deed of amendment dated 26 April
2023.
As these share warrants were issued as a cost of issuing the new Open Offer
ordinary shares they fall into of scope of IFRS 2 ("Share-based payments") and
the total fair value of these was fully recognised during 2022. No further
costs have been recognised in the year ended 31 December 2024 (2023: £nil).
Subsequent to the issue of the Open Offer warrants, and prior to 31 December
2024, a cumulative amount of 160,091,075 (31 December 2023:160,036,379) of
these warrants have been converted in exchange for new ordinary shares and as
at 31 December 2024 there is a balance of 160,763,933 (31 December 2023:
160,818,629) Open Offer warrants which remained outstanding. On the exercise
of the Open Offer warrants, the fair value amount is reclassified from the
share-based payment reserve to retained losses in the relevant period in the
Groups statement of changes in equity.
Share warrants issued to Venus Capital under the April 2023 Equity
Subscription Agreement
On the 28 April 2023, the Company announced it had and entered into a new
subscription agreement with Venus Capital. Under this subscription agreement,
2,250,000,000 new warrants were required to be issued to Venus Capital (the
"New Venus Warrants"). This resulted in an obligation for the Group to issue
the New Venus Warrants. These New Venus Warrants are each exercisable into one
new ordinary share at a price equal to 0.065 pence per share up to a final
exercise date of 31 December 2026.
As these share warrants were issued as a cost of issuing new ordinary shares
to Venus Capital they fall into of scope of IFRS 2 ("Share-based payments").
As such, the Directors were required to determine the fair value of the
equity-settled share-based payments at the date on which they were granted.
The total fair value of the New Venus Warrants was £1,717,000 and this amount
has been fully recognised during the year ended 31 December 2023. These were
no additional amounts recognised during the current financial year ended 31
December 2024.
Given this amount directly related to the cost of issuing new ordinary shares
to Venus Capital, the total amount of £1,717,000 was offset against the share
premium balance during the financial year ended 31 December 2023 in accordance
with IAS 32 ("Financial Instruments"). This amount was offset against the
related share premium that was created in connection with the relevant issue
of ordinary share to Venus Capital. No further amounts have been recognised in
the year ended 31 December 2024.
Extension to the expiry date of the warrants issued in connection with the
Open Offer carried out on 17 August 2022 and the warrants issued to Venus
Capital during 2022
As outlined above, both of these warrants had been valued previously in line
with IFRS 2 ("Share-based payments"). The modification to the expiry date was
also valued in line with IFRS 2. The change in the fair value due to the
extension of the expiry date on those warrants still outstanding at the time
of modification of £346,000 was fully recognised during the six month period
ended 30 June 2023.
Given this amount directly related to the cost of issuing new ordinary shares
in the past to Venus Capital or under the Open Offer, the amount of £132,000
was offset against the share premium balance in accordance with IAS 32
("Financial Instruments") and the remaining fair value amount of £214,000 was
recognised in retained losses during the year ended 31 December 2023. No
further amounts have been recognised in the year ended 31 December 2024.
A summary of the share warrants outstanding as at 31 December 2024 is detailed
in the table below:
Number of warrants outstanding at 31 December 2024 Number of warrants outstanding at 31 December 2023
Share warrants issued to Mercator 439,040,921 961,832,433
Share warrants issued to Venus Capital 8,175,000,000 8,175,000,000
Share warrants to be issued to Venus Capital 2,250,000,000 2,250,000,000
Share warrants issued to retail shareholders 160,763,933 160,818,629
Share warrants issued in connection with New Equity Subscription Agreement 450,000,000 -
completed in May 2024
Total 11,474,804,854 11,547,651,062
A summary of the movement to the number of share warrants outstanding during
the financial year ended 31 December 2024 are set out below:
- a total of 522,791,512 shares warrants that had previously been
issued to Mercator expired prior to the holder choosing to convert into
ordinary shares of the Company;
- a total of 54,696 share warrants that had been issued in
connection with the Open Offer that took place in August 2022, where exercised
by the holders and converted into ordinary shares of the Company; and
- a total of 450,000,000 new share warrants were issued under the
New Equity Subscription Agreement that was completed in May 2024. These all
remain unexercised as at 31 December 2024.
A summary of the fair value of the share warrants issued during the period,
including the change in fair value due to modification of the terms of certain
share warrants, are detailed in the table below:
2024 2023
£ 000 £ 000
Share warrants to be issued to Venus Capital - 1,717
Increase in fair value of outstanding warrants issued to Venus Capital and - 346
retail shareholders as a result of expiry date extension
May 2024 Subscription Agreement 52 -
Total 52 2,063
Employee share scheme awards
October 2022 Employee share scheme
On 31 October 2022, the Group awarded an long term-term incentive plan
("LTIP") conditional on performance conditions to certain employees, being the
achievement of specified Total Shareholder Return ("TSR") (market condition)
performance, as well as continued employment. The TSR performance related to a
three year period over the 2022, 2023 and 2024 financial years and the
required TSR performance is set out in the table below with the adjusted share
price measurement period being the average closing mid-market price of a share
over a three month period ending on the last dealing day of the performance
period:
Adjusted share price per share Percentage of TSR award vesting
Below 0.6945 pence 0%
Equal to 0.6945 pence 25%
1penny or greater 100%
Vesting was to be on a straight-line basis between target levels, however as
the average closing mid-market price of a share over a three month period
ending 31 December 2024 did not meet the lower of the performance targets set
above, none of the share awards will vest.
The vesting date of these share awards was to be 31 October 2025, and the
continued employment needed to cover up until this date. The share awards
issued to the Chief Executive Officer were to be subject to an additional 2
years holding period following the vesting date.
For those share schemes with market related vesting conditions, the fair value
is determined using the Monte Carlo model at the grant date. The following
table lists the inputs to the model used for the awards granted in the year
ended 31 December 2022 based on information at the date of grant:
LTIP awards (granted on 31 October 2022) TSR element
Share price at date of grant 0.08 pence
Award price 0.002 pence
Volatility 116.38%
Life of award 3 years
Risk free rate 3.34%
Dividend yield 0%
Fair value per award 0.0245 pence
The additional holding period applicable to the share awards issued to the
Chief Executive Officer have been valued using the Finnerty model. The
following table lists the inputs to the model used for the awards granted in
the year ended 31 December 2022 based on information at the date of grant:
LTIP awards (granted on 31 October 2022) TSR element additional holding period
Share price at date of grant 0.08 pence
Award price 0.08 pence
Volatility 116.73%
Life of holding period 2 years
Risk free rate 3.60%
Dividend yield 0%
Fair value per award with holding period 0.0208 pence
These awards would have been equity-settled by award of ordinary shares,
however as set out above due to the TSR performance condition not having been
meet at the end of 2024, none of these share awards will vest in the future.
The total share-based payment charge recognised in the consolidated statement
of comprehensive income for the year ended 31 December 2024 in relation to the
October 2022 employee share scheme options is £20,000 (2023: £60,000). As
all social security charges with respect to the share awards will be the
responsibility of the employee, no expense has been recognised by the Group in
respect of these charges.
The following table summarised the movements in the number in share awards
issued by the Company in October 2022:
2024 2023
No. No.
Outstanding at 1 January 786,658,094 874,783,094
Conditionally awarded in year - -
Exercised - -
Forfeited or expired in year (228,883,759) (88,125,000)
Lapsed at 31 December due to performance condition not being met (557,774,335)
Outstanding at 31 December - 786,658,094
Exercisable at the end of the year - -
May 2023 Employee share scheme
On 19 May 2023, the Group awarded its second LTIP conditional on performance
conditions to certain employees, being the achievement on continued employment
and the achievement of performance conditions relating to the specified TSR
(market condition) performance (50%) and the specific GBP amount of inventory
monetised (non market condition) (50%). Each of the performance conditions
relate to a three year period over the 2023, 2024 and 2025 financial years and
the required performance is as follows:
- with respect to the TSR element the adjusted share price
measurement period is the average closing mid-market price of a share price
over a three month period ending on the last dealing day of the performance
period, being 31 December 2025. If the average share price during the
measurement period is 0.15p then 25% of the aware will vest, and this
increases on a straight line basis to 0.3p for 100% of vesting; and
- with respect to the GBP amount of inventory monetised the
measurement period is by the end of the performance period, being 31 December
2025. 25% of the award will vest if £300m of inventory is monetised (in
aggregate) over the three year performance period, increasing on a straight
line to 100% of the award to vest if £400m of inventory is monetised (in
aggregate) over the same three year performance period.
As with the October 2022 LTIP award in addition to the satisfaction of the
performance conditions set out above, the Group's Remuneration Committee must
also be satisfied that the potential level of vesting of the LTIP is
appropriate in all circumstances.
The vesting date of these share awards is 19 May 2026, and the continued
employment covers up until this date. The share awards issued to the Chief
Executive Officer are subject to an additional 2 years holding period
following the vesting date.
For those share schemes with market related vesting conditions, the fair value
is determined using the Monte Carlo model at the grant date. For those share
schemes with non-market vesting conditions, the fair value is determined using
the Black Scholes model at the grant date. The following table lists the
inputs to the models used for the May 2023 share awards granted based on
information at the date of grant:
LTIP awards (granted on 19 May 2023) TSR element Inventory Monetisation element
Share price at date of grant 0.14 pence 0.14 pence
Award price 0.002 pence 0.002 pence
Volatility 119.81% n/a
Life of award 3 years 3 years
Risk free rate 3.90% n/a
Dividend yield 0% 0%
Fair value per award 0.1098 pence 0.1384 pence
The additional holding period applicable to the share awards issued to the
Chief Executive Officer have been valued using the Finnerty model. The
following table lists the inputs to the model used for the awards granted
during year ended 31 December 2024 based on information at the date of
grant:
LTIP awards (granted on 19 May 2023) TSR element Inventory Monetisation element
Share price at date of grant 0.14 pence 0.14 pence
Award price 0.14 pence 0.14 pence
Volatility 127.25% 127.25%
Life of award 2 years 2 years
Risk free rate 3.87% 3.87%
Dividend yield 0% 0%
Fair value per award 0.0924 pence 0.1165 pence
These awards will be equity-settled by award of ordinary shares. The total
share-based payment charge recognised consolidated statement of comprehensive
income for the year ended 31 December 2024 in relation to the May 2023
employee share scheme options was a credit of £9,000 (2023: debit of
£71,000). As all social security charges with respect to the share awards
will be the responsibility of the employee, no expense has been recognised by
the Group in respect of these charges.
In calculating the credit recognised in comprehensive income for the current
financial year, the Board made the judgement that the Inventory Monetisation
target of the May 2023 LTIPs was highly unlikely to be met by the end of the
performance period, and as such a true up adjustment was required to ensure
the cumulative amounts charged to comprehensive income since grant date
reflected this judgement.
The following table summarised the movements in the number in share awards
issued by the Company in May 2023:
2024 2023
No. No.
Outstanding at 1 January 309,095,310 -
Conditionally awarded in year - 343,548,435
Exercised - -
Forfeited or expired in year (80,838,945) (34,453,125)
Outstanding at 31 December 228,256,365 309,095,310
Exercisable at the end of the year - -
Mercator Warrants that expired during the year ended 31 December 2024
Date of issue Number of warrants outstanding Exercise price Expiry date
1 October 2021 443,726,031 £0.00316 1 October 2024
1 November 2021 29,197,856 £0.00314 1 November 2024
1 December 2021 49,867,625 £0.00184 1 December 2024
Total 522,791,512
The total fair value of the above Mercator Warrants has been fully expensed in
the prior periods. No further costs have been recognised in the current
financial year ended 31 December 2024 (2023: £nil), and none of these
warrants have been converted during the same period (2023: nil converted).
Share warrants issued to Venus under the 2022 Capital Enhancement Plan
On the 27 April 2022, the Group announced it had entered into a subscription
agreement with Venus Capital S.A ("Venus Capital"). Under the terms of this
subscription agreement the Group issued a total of 8,175,000,000 share
warrants to Venus Capital during the year ended 31 December 2022, and as at
the 31 December 2024, these all remain outstanding. The initial terms of the
warrants specified that they could be exercised at any time up to 31 December
2025 and have an exercise price of 0.065 pence per warrant, however this
expiry date was extended to 31 December 2026 through a deed of amendment dated
26 April 2023.
As these share warrants were issued as a cost of issuing new ordinary shares
to Venus Capital, they fall into of scope of IFRS 2 ("Share-based payments")
and the total fair value of these was fully recognised during 2022. No further
costs have been recognised in the year ended 31 December 2024 (2023: £nil).
Share warrants issued to retail shareholders under the Open Offer
On 22 July 2022, the Group announced an Open Offer, giving existing
shareholders the opportunity to subscribe for up to 641,710,082 new ordinary
shares in the Group. Following the closing of the Open Offer, on 18 August
2022, the Group announced it would allot and issue 641,710,082 new ordinary
shares to those qualifying shareholders.
In addition, the Group also issued 320,855,008 warrants to the qualifying
shareholders on the basis of one warrant for every two ordinary shares
received as a result of the Open Offer. The initial terms of the warrants
specified that they could be exercised at any time up to 31 December 2025 and
have an exercise price of 0.065 pence per warrant, however this expiry date
was extended to 31 December 2026 through a deed of amendment dated 26 April
2023.
As these share warrants were issued as a cost of issuing the new Open Offer
ordinary shares they fall into of scope of IFRS 2 ("Share-based payments") and
the total fair value of these was fully recognised during 2022. No further
costs have been recognised in the year ended 31 December 2024 (2023: £nil).
Subsequent to the issue of the Open Offer warrants, and prior to 31 December
2024, a cumulative amount of 160,091,075 (31 December 2023:160,036,379) of
these warrants have been converted in exchange for new ordinary shares and as
at 31 December 2024 there is a balance of 160,763,933 (31 December 2023:
160,818,629) Open Offer warrants which remained outstanding. On the exercise
of the Open Offer warrants, the fair value amount is reclassified from the
share-based payment reserve to retained losses in the relevant period in the
Groups statement of changes in equity.
Share warrants issued to Venus Capital under the April 2023 Equity
Subscription Agreement
On the 28 April 2023, the Company announced it had and entered into a new
subscription agreement with Venus Capital. Under this subscription agreement,
2,250,000,000 new warrants were required to be issued to Venus Capital (the
"New Venus Warrants"). This resulted in an obligation for the Group to issue
the New Venus Warrants. These New Venus Warrants are each exercisable into one
new ordinary share at a price equal to 0.065 pence per share up to a final
exercise date of 31 December 2026.
As these share warrants were issued as a cost of issuing new ordinary shares
to Venus Capital they fall into of scope of IFRS 2 ("Share-based payments").
As such, the Directors were required to determine the fair value of the
equity-settled share-based payments at the date on which they were granted.
The total fair value of the New Venus Warrants was £1,717,000 and this amount
has been fully recognised during the year ended 31 December 2023. These were
no additional amounts recognised during the current financial year ended 31
December 2024.
Given this amount directly related to the cost of issuing new ordinary shares
to Venus Capital, the total amount of £1,717,000 was offset against the share
premium balance during the financial year ended 31 December 2023 in accordance
with IAS 32 ("Financial Instruments"). This amount was offset against the
related share premium that was created in connection with the relevant issue
of ordinary share to Venus Capital. No further amounts have been recognised in
the year ended 31 December 2024.
Extension to the expiry date of the warrants issued in connection with the
Open Offer carried out on 17 August 2022 and the warrants issued to Venus
Capital during 2022
As outlined above, both of these warrants had been valued previously in line
with IFRS 2 ("Share-based payments"). The modification to the expiry date was
also valued in line with IFRS 2. The change in the fair value due to the
extension of the expiry date on those warrants still outstanding at the time
of modification of £346,000 was fully recognised during the six month period
ended 30 June 2023.
Given this amount directly related to the cost of issuing new ordinary shares
in the past to Venus Capital or under the Open Offer, the amount of £132,000
was offset against the share premium balance in accordance with IAS 32
("Financial Instruments") and the remaining fair value amount of £214,000 was
recognised in retained losses during the year ended 31 December 2023. No
further amounts have been recognised in the year ended 31 December 2024.
A summary of the share warrants outstanding as at 31 December 2024 is detailed
in the table below:
Number of warrants outstanding at 31 December 2024 Number of warrants outstanding at 31 December 2023
Share warrants issued to Mercator 439,040,921 961,832,433
Share warrants issued to Venus Capital 8,175,000,000 8,175,000,000
Share warrants to be issued to Venus Capital 2,250,000,000 2,250,000,000
Share warrants issued to retail shareholders 160,763,933 160,818,629
Share warrants issued in connection with New Equity Subscription Agreement 450,000,000 -
completed in May 2024
Total 11,474,804,854 11,547,651,062
A summary of the movement to the number of share warrants outstanding during
the financial year ended 31 December 2024 are set out below:
- a total of 522,791,512 shares warrants that had previously been
issued to Mercator expired prior to the holder choosing to convert into
ordinary shares of the Company;
- a total of 54,696 share warrants that had been issued in
connection with the Open Offer that took place in August 2022, where exercised
by the holders and converted into ordinary shares of the Company; and
- a total of 450,000,000 new share warrants were issued under the
New Equity Subscription Agreement that was completed in May 2024. These all
remain unexercised as at 31 December 2024.
A summary of the fair value of the share warrants issued during the period,
including the change in fair value due to modification of the terms of certain
share warrants, are detailed in the table below:
2024 2023
£ 000 £ 000
Share warrants to be issued to Venus Capital - 1,717
Increase in fair value of outstanding warrants issued to Venus Capital and - 346
retail shareholders as a result of expiry date extension
May 2024 Subscription Agreement 52 -
Total 52 2,063
Employee share scheme awards
October 2022 Employee share scheme
On 31 October 2022, the Group awarded an long term-term incentive plan
("LTIP") conditional on performance conditions to certain employees, being the
achievement of specified Total Shareholder Return ("TSR") (market condition)
performance, as well as continued employment. The TSR performance related to a
three year period over the 2022, 2023 and 2024 financial years and the
required TSR performance is set out in the table below with the adjusted share
price measurement period being the average closing mid-market price of a share
over a three month period ending on the last dealing day of the performance
period:
Adjusted share price per share Percentage of TSR award vesting
Below 0.6945 pence 0%
Equal to 0.6945 pence 25%
1 penny or greater 100%
Vesting was to be on a straight-line basis between target levels, however as
the average closing mid-market price of a share over a three month period
ending 31 December 2024 did not meet the lower of the performance targets set
above, none of the share awards will vest.
The vesting date of these share awards was to be 31 October 2025, and the
continued employment needed to cover up until this date. The share awards
issued to the Chief Executive Officer were to be subject to an additional 2
years holding period following the vesting date.
For those share schemes with market related vesting conditions, the fair value
is determined using the Monte Carlo model at the grant date. The following
table lists the inputs to the model used for the awards granted in the year
ended 31 December 2022 based on information at the date of grant:
LTIP awards (granted on 31 October 2022) TSR element
Share price at date of grant 0.08 pence
Award price 0.002 pence
Volatility 116.38%
Life of award 3 years
Risk free rate 3.34%
Dividend yield 0%
Fair value per award 0.0245 pence
The additional holding period applicable to the share awards issued to the
Chief Executive Officer have been valued using the Finnerty model. The
following table lists the inputs to the model used for the awards granted in
the year ended 31 December 2022 based on information at the date of grant:
LTIP awards (granted on 31 October 2022) TSR element additional holding period
Share price at date of grant 0.08 pence
Award price 0.08 pence
Volatility 116.73%
Life of holding period 2 years
Risk free rate 3.60%
Dividend yield 0%
Fair value per award with holding period 0.0208 pence
These awards would have been equity-settled by award of ordinary shares,
however as set out above due to the TSR performance condition not having been
meet at the end of 2024, none of these share awards will vest in the future.
The total share-based payment charge recognised in the consolidated statement
of comprehensive income for the year ended 31 December 2024 in relation to the
October 2022 employee share scheme options is £20,000 (2023: £60,000). As
all social security charges with respect to the share awards will be the
responsibility of the employee, no expense has been recognised by the Group in
respect of these charges.
The following table summarised the movements in the number in share awards
issued by the Company in October 2022:
2024 2023
No. No.
Outstanding at 1 January 786,658,094 874,783,094
Conditionally awarded in year - -
Exercised - -
Forfeited or expired in year (228,883,759) (88,125,000)
Lapsed at 31 December due to performance condition not being met (557,774,335)
Outstanding at 31 December - 786,658,094
Exercisable at the end of the year - -
May 2023 Employee share scheme
On 19 May 2023, the Group awarded its second LTIP conditional on performance
conditions to certain employees, being the achievement on continued employment
and the achievement of performance conditions relating to the specified TSR
(market condition) performance (50%) and the specific GBP amount of inventory
monetised (non market condition) (50%). Each of the performance conditions
relate to a three year period over the 2023, 2024 and 2025 financial years and
the required performance is as follows:
- with respect to the TSR element the adjusted share price
measurement period is the average closing mid-market price of a share price
over a three month period ending on the last dealing day of the performance
period, being 31 December 2025. If the average share price during the
measurement period is 0.15p then 25% of the aware will vest, and this
increases on a straight line basis to 0.3p for 100% of vesting; and
- with respect to the GBP amount of inventory monetised the
measurement period is by the end of the performance period, being 31 December
2025. 25% of the award will vest if £300m of inventory is monetised (in
aggregate) over the three year performance period, increasing on a straight
line to 100% of the award to vest if £400m of inventory is monetised (in
aggregate) over the same three year performance period.
As with the October 2022 LTIP award in addition to the satisfaction of the
performance conditions set out above, the Group's Remuneration Committee must
also be satisfied that the potential level of vesting of the LTIP is
appropriate in all circumstances.
The vesting date of these share awards is 19 May 2026, and the continued
employment covers up until this date. The share awards issued to the Chief
Executive Officer are subject to an additional 2 years holding period
following the vesting date.
For those share schemes with market related vesting conditions, the fair value
is determined using the Monte Carlo model at the grant date. For those share
schemes with non-market vesting conditions, the fair value is determined using
the Black Scholes model at the grant date. The following table lists the
inputs to the models used for the May 2023 share awards granted based on
information at the date of grant:
LTIP awards (granted on 19 May 2023) TSR element Inventory Monetisation element
Share price at date of grant 0.14 pence 0.14 pence
Award price 0.002 pence 0.002 pence
Volatility 119.81% n/a
Life of award 3 years 3 years
Risk free rate 3.90% n/a
Dividend yield 0% 0%
Fair value per award 0.1098 pence 0.1384 pence
The additional holding period applicable to the share awards issued to the
Chief Executive Officer have been valued using the Finnerty model. The
following table lists the inputs to the model used for the awards granted
during year ended 31 December 2024 based on information at the date of
grant:
LTIP awards (granted on 19 May 2023) TSR element Inventory Monetisation element
Share price at date of grant 0.14 pence 0.14 pence
Award price 0.14 pence 0.14 pence
Volatility 127.25% 127.25%
Life of award 2 years 2 years
Risk free rate 3.87% 3.87%
Dividend yield 0% 0%
Fair value per award 0.0924 pence 0.1165 pence
These awards will be equity-settled by award of ordinary shares. The total
share-based payment charge recognised consolidated statement of comprehensive
income for the year ended 31 December 2024 in relation to the May 2023
employee share scheme options was a credit of £9,000 (2023: debit of
£71,000). As all social security charges with respect to the share awards
will be the responsibility of the employee, no expense has been recognised by
the Group in respect of these charges.
In calculating the credit recognised in comprehensive income for the current
financial year, the Board made the judgement that the Inventory Monetisation
target of the May 2023 LTIPs was highly unlikely to be met by the end of the
performance period, and as such a true up adjustment was required to ensure
the cumulative amounts charged to comprehensive income since grant date
reflected this judgement.
The following table summarised the movements in the number in share awards
issued by the Company in May 2023:
2024 2023
No. No.
Outstanding at 1 January 309,095,310 -
Conditionally awarded in year - 343,548,435
Exercised - -
Forfeited or expired in year (80,838,945) (34,453,125)
Outstanding at 31 December 228,256,365 309,095,310
Exercisable at the end of the year - -
25 Share issue costs
The costs relating to the equity subscription share issue that took place
during the year have been netted off against the amount of share premium that
is recognised in respect of the share issue to which they directly relate. Any
amounts in excess of the share premium recognised, are taken to retained
earnings. Details of the share issue costs recognised during the year ended 31
December 2024 are set out in the table below.
2024
Costs recognised in share premium £ 000 Costs recognised in retained earnings
£ 000
Share warrants issued in connection with New Equity Subscription Agreement 52 -
dated May 2024 (note 24)
Other costs (legal fees, listing fees, commission cost) 140 -
Total 192 -
2023
Costs recognised in share premium Costs recognised in retained earnings
£ 000 £ 000
2023 Venus Subscription warrant costs (note 24) 1,717 -
Other costs (legal fees, listing fees, commission cost) 254 -
Impact of extension of expiry date of warrants issued during 2022 relating to
Capital Enhancement plan and Open Offer warrants (note 24)
132 214
Total 2,103 214
26 Loss from discontinued operations recognised in the prior year comparative
period
During the second half of 2022, the Board of Directors of the Company began
the process of the TradeFlow Restructuring, and as such in the financial
statements for the year ended 31 December 2022, it was considered that the
TradeFlow operations meet the criteria to be classified as held for sale at
the balance sheet date in accordance with IFRS 5 ("Non-current Assets Held for
Sale and Discontinued Operations"). This is due to the fact that as at this
date the details of the TradeFlow Restructuring had all been agreed in
principle between the parties and was expected to be completed post year-end.
As a result the TradeFlow operations were available for immediate sale in its
present condition and it was highly probably that that sale would be completed
at 31 December 2022. Subsequently, on 30 June 2023 the Company announced that
had entered into relevant binding commercial agreements to complete the
TradeFlow Restructuring.
The TradeFlow Restructuring resulted in the Group reducing its ownership in
TradeFlow from 100% to 19% by selling 81% of the issued share capital in
TradeFlow to Tom James and John Collis (the "Buyers"). The consideration for
the Group's 81% stake in TradeFlow was £14,386,100 of which £12,386,100 was
netted off against potential future amounts owed by the Group to the Buyers
under the terms of an earn-out letter relating to the original acquisition of
TradeFlow in July 2021.
This resulted in a remaining £2,000,000 consideration to be receivable by the
Group. On the 30 June 2023, the Group's major shareholder, TAG, assumed this
remaining £2,000,000 consideration, to be receiveable by the Group, from the
buyers of TradeFlow, by way of a debt novation deed (the "Deed of Novation").
As outlined in note 14, this £2,000,000 was repaid by TAG over 2023 and 2024.
The accounting for the TradeFlow Restructuring has been reflected in the
consolidated financial statements for the year ended 31 December 2023. During
the period from 1 January 2023 and up until the date of completion of the
TradeFlow Restructuring, being 30 June 2023, the TradeFlow operations
continued to meet the criteria to be classified as held for sale in accordance
with IFRS 5 ("Non-current Assets Held for Sale and Discontinued Operations").
The TradeFlow operations contributed a loss of £185,000 (inclusive of the
profit on disposal of 81% of TradeFlow referred to below) in the period from 1
January 2023 to 30 June 2023.
From 30 June 2023, the assets and liabilities of TradeFlow, including the
intangible assets acquired on the acquisition of TradeFlow in July 2021, are
no longer consolidated by the Group, and instead the fair value of the new 19%
investment of £352,000 was recognised on the balance sheet as at 30 June
2023, together with the outstanding consideration to be received from TAG. The
difference between these items resulted in a profit on disposal of 81% of
TradeFlow recorded in the consolidated financial statements for the year ended
31 December 2023 of £718,000.
The results of the TradeFlow (discontinued) operations for the period from 1
January 2023 to 30 June 2023 are presented below:
6 months to 30 June 2023*
£ 000
Revenue 684
Administrative expenses (1,037)
Other operating income 24
Amortisation of intangible assets (442)
Foreign currency translation loss reclassified to comprehensive income (62)
Profit on disposal of 81% of TradeFlow 718
Operating loss (115)
Finance costs (145)
Loss before tax (260)
Deferred tax credit 75
Loss for the period (185)
*Represents the results for the six-month period prior to the finalisation of
the TradeFlow Restructuring on 30 June 2023.
The net cash flows from the TradeFlow operations were as
follows:
6 months to
30 June 2023*
£ 000
Net cash flow from operating activities (405)
Net cash flow from investing activities -
Net cash flow from financing activities 405
Net cash outflow -
*Represents the cash flows for the six-month period prior to the finalisation
of the TradeFlow Restructuring on 30 June 2023.
The calculation of the profit on disposal of 81% of TradeFlow as at 30 June
2023 is shown below:
As at
30 June 2023
£ 000
Accounting fair value of the 81% ownership of the TradeFlow operations
disposed of by the Group
2,000
Accounting fair value of 19% ownership of the TradeFlow operations retained by
the Group
352
2,352
Less:
Accounting fair value of net assets disposed of by the Group (1,634)
Profit on disposal of 81% of TradeFlow 718
The value of the 19% ownership of the TradeFlow operations retained by the
Company was calculated with reference to the specifics set out in the
TradeFlow Restructuring share purchase agreement dated 30 June 2023 (the
"TradeFlow SPA"). These specifics included:
a. The TradeFlow SPA set out the total legal consideration for the 81% of
the TradeFlow business and required a cash amount of £2,000,000 to be payable
to the Company by the Buyers as a result of the TradeFlow Restructuring;
b. Based on the amount agreed in a) above, the estimated accounting fair
value of 100% of the TradeFlow operations is assumed to be £2,469,000; and
c. Based on the numbers set out in a) and b) above, the fair value of the
19% investment in TradeFlow retained by the Company as at 30 June 2023 is
£469,000. Management then applied a discount of 25% to this fair value to
take account of the fact that the Group no longer controls TradeFlow
operations. This discount applied is a management judgement that will continue
to be reassessed at each reporting date.
The major classes of assets and liabilities of the TradeFlow operations as at
30 June 2023, immediately prior to the finalisation of the TradeFlow
Restructuring, are shown below:
As at 30 June 2023*
£ 000
Assets
Intangible assets 5,841
Tangible assets 2
Trade and other receivables 174
Contract assets 119
Cash and cash equivalents 305
Assets of disposal group held for sale 6,441
Liabilities
Trade and other payables 482
Long-term borrowings 3,440
Deferred tax liability 885
Liabilities of disposal group held for sale 4,807
Net assets 1,634
*Represents the assets and liabilities of the TradeFlow operations as at 30
June 2023 immediately prior to the finalisation of the TradeFlow
Restructuring.
27 Investments
As set out in note 26, the fair value of the 19% investment in the equity
instruments of TradeFlow was initially recorded having regard to the
accounting consideration received for the disposal of 81% of the Group's
holding in TradeFlow as adjusted for an appropriate discount for loss of
control. As at 31 December 2024, a fair value adjustment of £284,000 (31
December 2023: £68,000) was recorded to fully reverse the remaining fair
value of the 19% investment in TradeFlow held on the balance sheet at this
date. This reflected the lack of regular TradeFlow financial information
available to the Group and also the increase in TradeFlow's underlying net
liabilities that had been observed since the TradeFlow Restructuring was
completed (2023: based on the movement in TradeFlow's net liabilities between
the date of the TradeFlow Restructuring and 31 December 2023).
28 Related Party Transactions
During the year ended 31 December 2024, the following are treated as related
parties:
Alessandro Zamboni
Alessandro Zamboni is the Chief Executive Officer of the Group and is also the
sole director of the AvantGarde Group S.p.A ("TAG") as well as holding
numerous directorships across companies including RegTech Open Project plc. As
at 31 December 2024, the Group recorded amounts due to Alessandro Zamboni of
£91,000 relating to overdue salary payments and £3,000 for reimbursement of
expenses (31 December 2023: £37,000 relating to overdue salary). The full
£91,000 relating to overdue salary has been settled prior to the publication
of these consolidated financial statements.
Independent non-executive directors
As at 31 December 2024, the Group recorded amounts due to the current
independent non-executive directors of £64,000 relating to overdue salary
payments (31 December 2023: £26,000). The full £64,000 relating to overdue
salary has been settled prior to the publication of these consolidated
financial statements.
TAG and the Group's operating subsidiaries
Alessandro Zamboni is the CEO of the Group and is also the sole director of
TAG. As at 31 December 2024, TAG held 22.6% of the Company's total ordinary
shares issued in Supply@ ME Capital plc (as at 31 December 2023: 24.0%).
Following the reverse takeover in March 2020, the Group entered into a Master
Service Agreement with TAG in respect of certain shared services to be
provided to the Group. During the year ended 31 December 2024, the Group
incurred expenses of £38,000 (2023: £39,000) to TAG in respect of this
agreement. Additionally, during the year ended 31 December 2024, the Group
incurred costs of £22,000 from TAG (2023: £22,000) in relation to certain
ICT services provided, recognised costs of £4,000 which were paid by TAG on
behalf of the Group (2023:£2,400), and had recognised £81,000 of legal costs
which had been paid on behalf of the Group by TAG (2023: £45,000).
In relation to the amounts detailed above, as at 31 December 2024 the
following amounts were recognised in the consolidated statement of financial
position:
- no amounts were included in trade receivables or trade payables as
being owed to or by the Group to TAG respectively (31 December 2023: £nil);
- an amount of £13,000 (31 December 2023: £58,000) had been
accrued as other payables in respect of those costs that had been incurred or
paid on behalf of the Group by TAG for which invoices were still to be
received as at 31 December 2024.
TAG and TradeFlow Restructuring
As set out in note 26, on 30 June 2023, TAG assumed the remaining £2,000,000
consideration arising from the TradeFlow Restructuring, to be receivable by
the Group from the Buyers, by way of the Deed of Novation. As outlined in note
14, this £2,000,000 was repaid by TAG over 2023 and 2024. As at 31 December
2024 this amount had been fully repaid with £nil outstanding from TAG in
relation to this amount (31 December 2023: £772,000 remained outstanding from
TAG).
TAG repaid £1,228,000 of this amount during 2023 and the remaining £772,000
throughout 2024. The payments totalling £772,000 which had been received
during the current year were received through a split of £570,000 in cash
(2023: £771,000) and £202,000 by way of offset against amounts owed by the
Group companies to TAG (2023: £36,000). In the prior year there was also an
amount of £421,000 that was repaid by way of formal debt novation agreements
with specific suppliers whereby the debt held by the Group companies was
novated to TAG with no recourse by to the Group companies.
In relation to the Group debt that was novated to TAG in lieu of a cash
payment, as at 31 December 2024 the Group held an amount receivable from TAG
on its balance sheet for the value of £45,000 (31 December 2023: £53,000).
This primarily related to withholding tax amounts on certain "proforma"
invoices that had been novated, as the supplier invoice settled by TAG was net
of the withholding tax amount and such remains due from TAG to the Group as at
31 December 2024 (31 December 2023: the amount primarily related to VAT
amounts on certain "proforma" invoices that had been novated, as the VAT
receivable was yet to be recorded in the Group's statement of financial
position. As such, this amount has been recorded as being receivable from TAG
and when the "formal" invoices are issued from the supplier, this amount will
be reclassified as a VAT receivable).
The Company has been charging a late fee to TAG in terms of overdue payments
of this particular receivable balance, and this late fee is calculated at a
compounding rate of 15% per annum on any amounts of the instalments not
transferred to the Company by the relevant due date, in accordance with the
contractual arrangements. During the year ended 31 December 2024, the Group
recognised £33,000 of interest revenue (2023: £11,000) in relation to the
late payments by TAG in respect of this particular receivable balance. As at
31 December 2024 an amount of £7,000 remained outstanding (31 December 2023:
£11,000). The £37,000 paid by TAG during the current financial year in
respect to this late payment interest (2023: £nil) was by way of offset
against other invoiced amounts owed by the Group companies to TAG.
TAG Unsecured Working Facility
On the 28 April 2023, the Company and TAG entered into a fixed term unsecured
working capital loan agreement (the "TAG Unsecured Working Capital Facility").
Under the TAG Unsecured Working Capital Facility, TAG agreed to provide,
subject to customary restrictions, a facility of up to £2,800,000, in
tranches up to 31 January 2024, to cover the Company's interim working capital
and growth needs. In conjunction with the TradeFlow Restructuring, which was
completed on 30 June 2023, the £2,000,000 receivable by the Company that was
assumed by TAG from the Buyers, was offset against the current obligations of
TAG under TAG Unsecured Working Capital Facility. The amendment to the TAG
Unsecured Working Capital Facility was agreed on 30 June 2023 and this reduced
the obligations to the Company under the TAG Unsecured Working Capital
Facility to up to £800,000.
The due date for repayment by the Company of amounts drawn under the TAG
Unsecured Working Capital Facility was originally 1 February 2028. Any sums
drawn under the TAG Unsecured Working Capital Facility attracted a
non-compounding interest rate of 10% per annum, and any principal amount
(excluding accrued interest) outstanding on 1 February 2028 will attract a
compounding interest rate of 15% per annum thereafter. Interest will be due
to be paid annually on 31 March of each relevant calendar year.
On 30 June 2023, the Company issued a draw down notice to TAG under the
amended TAG Unsecured Working Facility for the full £800,000 available.
£250,000 of this amount was received by the Group during 2023, with the
remaining £550,000 being received in 2024.
As at 31 December 2023, £250,000 had been received from TAG in respect of
this facility (31 December 2022: £nil). In respect of these amounts received
from TAG, the Group recognised an interest expense of £7,000 (2022: £nil),
which all remained unpaid as at 31 December 2023. Subsequent to TAG satisfying
the full amount of £800,000 drawn down by the Company under the amended TAG
Unsecured Working Capital Facility, on 26 March 2024, the Company and TAG
signed a second deed of amendment agreement, which allowed the full
outstanding amount of the amended TAG Unsecured Working Capital Facility to be
extinguished by the issue of 1,500,000,000 new ordinary shares of nominal
value £0.00002 each which were issued to TAG on 28 March 2024. These new
ordinary shares issued had a fixed subscription price of 0.053 pence per
share.
At the time of settlement an amount of £20,000 in interest was due to TAG in
respect of the Working Capital facility (31 December 2023: £7,000). This was
agreed to be offset against the interest receivable due from TAG in relation
to late payment of Top-Up Shareholder Loan Agreement.
Top-Up Shareholder Loan Agreement
On 28 September 2023, the Company and TAG entered into an English law governed
top-up unsecured shareholder loan agreement (the "Top-Up Shareholder Loan
Agreement"), pursuant to which TAG agreed to provide the Company with a
further facility of up to £3,500,000 to cover the Company's working capital
and growth needs up to 30 June 2025 (the "Top-Up Facility").
Details of this Top-Up Facility are set out below:
- The Company has the ability to draw down up to £3.5 million in
monthly instalments over the period to 30 June 2025. On 30 September 2024,
this period was extended from 30 June 2025 to 31 December 2025;
- On a monthly basis the Board will assess (acting in good faith and
in its sole and absolute discretion) if the Group's projected cash balance on
the last business day of the coming calendar month will be less than £250,000
following the Group's scheduled balance of receipts and payments for the next
month by reference to, inter alia, the Group's contracted receivables,
revenues and payables due for receipt or payment in the next month, the
Group's contracted fixed operating expenditure and/or capital expenditure due
for payment in the next month, the cash inflows in the next month arising from
any warrants that have been contractually exercised and any projected
unrestricted cash amounts resulting from any contractually agreed alternative
equity, debt or hybrid financing (including, but not limited to, pursuant to a
pre-emptive offering of ordinary shares and a non-pre-emptive offering of
ordinary shares) for such month;
- If the above assessment results in the Group's projected cash
balance on the last business day of the coming calendar month being less than
£250,000, the Company may draw down an amount under the TAG Top-Up
Shareholder Loan Agreement which is no greater than the GBP amount to ensure
that the Group's bank balances in the coming month shall be equal to
£250,000;
- Repayment of any sum drawn down under the TAG Top-Up Shareholder
Loan Agreement will be due five calendar years (calculated on the basis of a
year of 360 days) from the date which funds are received by the Company
subject to the relevant draw down request;
- Any sums drawn down by the Company under the TAG Top-Up Unsecured
Shareholder Loan will attract a non-compounding interest rate of 10% per
annum, and any principal amount (excluding accrued interest) outstanding on a
relevant due date shall attract a compounding rate of 15% per annum
thereafter. Interest will be due to be paid annually on 31 March of each
relevant calendar year.
As at 31 December 2024, the Group had issued draw down notices to the value of
£2,042,000 to TAG, however these amounts had not yet been received by the
Group (31 December 2022: amount drawn down of £969,000). As a result of the
late payment of the amounts drawn down by TAG, the Group recognised an
interest revenue of £279,000 (2023: £11,000), of which £270,000 (2023:
£11,000) remained unpaid as at 31 December 2024. The £20,000 paid by TAG
during the current financial year in respect to this late payment interest
(2023: £nil) was by way of offset against the interest payable by the Company
to TAG that had accrued on the TAG Unsecured Working Capital Facility referred
to above.
As detailed in note 14, the full outstanding balance of £270,000 in respect
of this late payment interest was impaired as at 31 December 2024.
TradeFlow Capital Management Pte. Ltd. ("TradeFlow")
On 30 June 2023, TradeFlow entered into a three-year White-Label licence
agreement with Supply@ME Technologies S.r.l., a wholly owned subsidiary of the
Group, with respect to use of the Platform, on a non-exclusive basis and
limited to the Asia-Pacific region, for a total consideration of £1,000,000
payable over a three-year period. As at 31 December 2023, no amounts have been
billed in respect of this contract, and no revenues have been recognised, as
the two parties have been undergoing discussions regarding the point in time
when the access to the Platform will be activated.
During the year ended 31 December 2024, TradeFlow have provided a termination
notice to the Supply@ME Technologies S.r.l. in respect of this contract. The
Board carried out a cost / benefit analysis of challenging this notice of
termination, including the likely recoverability of amounts should any
challenge be successful in the future. Following this, the termination notice
was accepted and as such no amounts have been billed in respect of this
contract, and no revenues have been recognised in either 2023 or 2024.
SFE Société Financière Européenne SA
Commencing in 2023, the Group has been collaborating with a group of private
investors and subject matter experts of working capital solutions to launch an
independent Swiss-based trading business (the the "CH Trading Hub") which has
replaced the Cayman-based global inventory fund ("GIF"), previously advised by
TradeFlow Capital Management Pte. Ltd. The CH Trading Hub, owned by Société
Financière Européenne S.A. ("SFE"), has assumed control of the independent
stock companies from the GIF and will purchase / set up additional stock
companies in order to manage the overall trading businesses using the Platform
and the associated services provided by the Group. TAG, along with a number of
other investors, holds a non-controlling interest in SFE. During the years
ended 31 December 2024 and 2023, no transactions were directly entered into
between the Group and SFE, however it is noted that: ·
- in November 2023, Supply@ME S.r.l. sold two if its 100% owned
subsidiaries, Supply@ME Stock Company 2 S.r.l. and Supply@ME Stock Company 3
S.r.l to SFE for consideration of €1,000 each. Prior to the sale by
Supply@ME Stock Company 2 S.r.l. and Supply@ME Stock Company 3 S.r.l were non
trading entities;
- in early January 2024, both the Group and SFE were party to the
term sheet that was signed with respect to the commitment for the first
White-Label transaction;
- in late April 2024, both the Group and SFE were party to an
agreement that was signed with an Italian neo banking group to launch an
Inventory Monetisation programme; and
- SFE now owns the Stock Company that has monetised the inventory
from the first three IM transactions that have been facilitated over the
Group's Platform.
29 Controlling party
At 31 December 2024 the Directors do not believe that a controlling party
exists.
30 Subsequent events
New funding agreement with Nuburu Inc.
On 18 March 2025, the Company entered into a new US$5,150,000 on-demand
convertible funding facility with Nuburu Inc., an NYSE listed high-tech
company of which Alessandro Zamboni, a director of the Company, is Executive
Chairman ("Nuburu"), which was subsequently amended on 10 June 2025 and 29
August 2025 (the "Nuburu On-Demand Facility"). The agreement of this new
funding facility has followed the non-performance of the £3.5 million
shareholder loan agreement the Company entered into with TAG on 28 September
2023.
The key terms of the Nuburu On-Demand Facility are set out below:
- Under the agreement signed on the 18 March 2025, the US$5,150,000
will be received by the Company in line with the following tranches:
· US$150,000 which was received by the Company as an advance payment on
7 March 2025;
· US$500,000 on or before 31 March 2025;
· US$1,000,000 on or before 30 April 2025;
· US$1,000,000 on or before 31 May 2025;
· US$1,000,000 on or before 30 June 2025;
· US$1,000,000 on or before 31 July 2025; and
· US$500,000 on or before 31 August 2025.
- Nuburu experienced certain regulatory issues that impacted their
ability to make the original initial tranches due on or before the 31 March
2025, on or before the 30 April 2025, and on or before 31 May 2025, on time
and in full. As a result of the delayed initial tranches referred to above,
the Nuburu funding agreement was amended firstly on 10 June 2025, and secondly
on 29 August 2025, to agree new payment schedules that aligned with the
actions being taken by Nuburu to raise capital to allow it to complete its
strategic investments and meet its commitment to the Company under the Nuburu
On-Demand Facility. As at the date of publication of these consolidated
financial statements for the year ended 31 December 2024, Nuburu had paid
amounts totalling USD$2,952,000 to the Company.
- Under the amended Nuburu On-Demand Facility dated 29 August 2025
the remaining amounts of USD$2,198,000 was committed to be paid to the Company
on or before 31 October 2025.
- If Nuburu announces the receipt of up to US$3,000,000 of funding
from SFE Equity Investments S.A.R.L. ("SFE EI"), such amounts will be advanced
to the Company against any of the above tranches which have not been paid at
the date of such receipt, accelerating the payment schedule set out above.
Alternatively, if Nuburu announces the receipt of equity or debt funding from
a party other than SFE EI, 30% of such amounts will be advanced to the Company
against any outstanding tranches, up to a maximum of US$3,000,000 (also taking
into account any other amounts advanced from funding Nuburu may have received
from SFE EI), which have not yet been paid, accelerating the payment schedule
set out above.
- If, following an accelerated advance of US$3,000,000 referred to
in the point above, Nuburu announces the receipt of equity or debt funding
(whether from SFE EI or any other equity or debt provider), 10% of such
amounts will be advanced to the Company up to a maximum amount equal to the
value of the remaining outstanding tranches at that time.
- The repayment of the Nuburu On-Demand Facility is, subject to the
receipt of certain Approvals (as defined below), expected to be via on demand
conversion(s) into ordinary shares of the Company at the request of Nuburu at
a fixed conversion rate of £0.00003 per ordinary share to be issued.
- At the time point of any conversion of the Nuburu On-Demand
Facility, Nuburu, will receive warrants over the ordinary shares of the
Company at a ratio of 1 warrant for every 2 ordinary shares issued to Nuburu
as a result of each conversion.
- The warrants have an exercise price of £0.000039, however Nuburu
can elect to exercise the warrants on a cashless basis.
- In order for the Company to be able to issue the new ordinary
shares that will be required under the Nuburu On-Demand Facility, a number of
approvals will be required from the shareholders of the Company, the Financial
Conduct Authority (the "FCA") and The Panel on Takeovers and Mergers
(together, the "Approvals").
- Under the Nuburu On-Demand Facility, if the Approvals are not
obtained by the Company by 30 June 2026, Nuburu can demand repayment in cash
and the Company is required to provide security over intellectual property
rights and receivables related to its Italian subsidiary entities in favour of
Nuburu.
- Interest will accrue daily at the federal funds rate set by the
Federal Open Market Committee of the US Federal Reserve from time to time plus
10%. Any interest accrued but outstanding at the date of any conversion notice
issued by Nuburu will be added to the amount notified in the conversion
notice.
- Following the obtaining of the Approvals, the Company can choose
to pre-pay part or all of the outstanding amount of the Nuburu On-Demand
Facility on that date.
In addition to the Nuburu On-Demand Facility, on 18 March 2025 the Company has
also entered into a heads of terms agreement with Nuburu (the "Heads of
Terms") whereby the following actions are legally binding by the Company:
- The Company has agreed to release TAG from its obligations under the
Top-Up Shareholder Loan Agreement once Nuburu has provided the full
US$5,150,000 of funding to the Company under the Nuburu On-Demand Facility.
The release of these obligations includes the Company's right to receive any
amounts drawn down and any late payment interest amounts, arising as a result
of the non-performance by TAG under the Top-Up Shareholder Loan Agreement;
- For a period from the date of receipt by the Company of the total
amount of US$5,150,000 funding until the date falling six months following the
full repayment of the Nuburu On-Demand Facility, the Company has agreed that:
· Alessandro Zamboni will remain as Chief Executive Officer of the
Company, a director of the Company's Italian subsidiaries or in another such
role as the Company and Nuburu may agree; and
· TAG, or another entity designated by Alessandro Zamboni and approved
by the Company, will continue to provide certain corporate support activities
to the Company on the terms in force at the date of the Heads of Terms. These
terms may be subject to review and approval by the Company as to the
continuing supply of these services being in the best interests of the Company
and the supply of those services being in line with the agreed contractual
terms.
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