REG - Supply@ME Capital - H1 2025 unaudited interim report and accounts
Tue 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251014:nRSN1940Da&default-theme=true
RNS Number : 1940D Supply@ME Capital PLC 14 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.
14 October 2025
Supply@ME Capital plc
(the "Company", "Supply@ME" or "SYME" and, together with its subsidiaries, the
"Group")
Unaudited interim results for the six months ended 30 June 2025
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 unaudited interim results for the six
month period ended 30 June 2025 ("H1 2025"). The Company acknowledges the
delay in the publication of H1 2025 interim results which followed the delay
in the publication of Annual Report and Accounts for the year ended 31
December 2024 ("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. As the
FY24 Annual Report and Accounts were published on 13 October 2025, following
the announcement of these H1 2025 unaudited interim results, 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 H1 2025 interim financial statements:
· Group revenue of £87,000 was recognised during the six month period
ended 30 June 2025 ("H1 2025") compared to £39,000 recognised during the six
month period ended 30 June 2024 ("H1 2024"). 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 and in the FY24 Annual Report and Accounts
which were published on 13 October 2025.
· Group operating loss before impairment charges and fair value
adjustments was £0.6 million during H1 2025 compared to £1.3 million during
H1 2024. This reduction of £0.7 million is largely due to the continued focus
on cost saving efforts by the Group considering both the funding challenges
and the continuing low level of revenue together with certain favourable
foreign exchange impacts on the Group's H1 2025 interim financial statements,
and an increased level of other operating income.
· The Group continued to face significant funding challenges during H1
2025 which arose as a combination of the non performance to date by The
AvantGarde Group S.p.A ("TAG") in terms of the £3,500,000 top-up unsecured
shareholder loan agreement dated 28 September 2023 and amended on 30 September
2024 (the "Top-Up Shareholder Loan Agreement"), and the delayed payments under
the new USD$5,150,000 convertible on-demand funding facility from Nuburu Inc.
("Nuburu") which was announced in March 2025 and subsequently amended in June
2025 and August 2025 (the "Nuburu On-Demand Facility").
· Under the Nuburu On-Demand Facility signed in March 2025, the Group
was due to receive USD$3,650,000 from Nuburu during H1 2025 however, due to
the various challenges facing Nuburu in complying with the original payment
schedule, the Group only received USD$652,000 (the equivalent of £475,000)
during H1 2025. As at the date of this announcement, a total of USD $2,952,000
has been received by the Company from Nuburu under the new funding agreement,
with the remaining USD$2,198,000 due on or before 31 October 2025.
· The continued low level of revenue has led to another consecutive
period of losses for the Group. 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 unaudited condensed consolidated interim financial statements for the
six month period ended 30 June 2025. Further details can be found in the
financial review section of this announcement and note 4 to the Group's H1
2025 unaudited interim financial statements.
H1 2025 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 outlined in the FY24 Annual Report and Accounts announcement dated
13 October 2025, as at 30 September 2025 (also 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, prior to the FY24 Annual Report and Accounts announcement
dated 13 October 2025, 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 collaboration with a variety of different inventory funders
in order to develop a variety of business lines. This has been focused on
leveraging existing funding structures such as a secured bond to be issued by
one of the independent stock companies owned by Société Financière
Européenne S.A ("SFE") (an "IM Bond"). This follows the successful first
issuance of the first secured IM Bond in late 2024 valued at up to €5.0
million by one of the independent stock companies owned by SFE.
· In respect of the first IM Bond issuance in late 2024, 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.
· As a result of the cash constraints the Group has faced over 2024 and
to date in 2025, a level of staff attrition has been higher than normal, and
it has not been possible for the Group to back fill vacant posts leaving the
work to be distributed to the remaining team members. Management have started
the process of equivalating the overall team structure with a focus on
considering which roles the Group needs dedicated team members to fulfil and
which roles could be more effectively fulfilled through partnerships with
external suppliers and/or information providers.
· In addition to becoming the Group's new corporate funder, Nuburu has
expressed an interest in, and has recently been actively working 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.
Summary of H1 2025 financial results
The below unaudited financial summary is taken of the Group's unaudited
condensed consolidated financial statements for the six month period ended 30
June 2025.
Unaudited consolidated financial summary:
6 months to 30 June 2025 6 months to 30 June 2024
Unaudited Unaudited
£000 £000
Revenue 87 39
Adjusted operating (loss)(1) (595) (1,339)
(Loss) before tax (841) (1,468)
Income tax - 97
Total loss for the period (841) (1,371)
Total assets 1,024 1,175
Net (liabilities) (5,277) (4,246)
( )
(1 )Adjusted operating loss is the operating (loss) before impairment charges
and fair value adjustments.
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 announcement (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.
For the purposes of UK MAR, the person responsible for arranging release of
this announcement on behalf of SYME is Alessandro Zamboni, CEO.
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.
H1 2025 UNAUDITED INTERIM REPORT AND ACCOUNTS
Chief Executive's report
The Group has only recently published its FY24 Annual Report and Accounts on
13 October 2025 and this can be found on the Company's website at
https://www.supplymecapital.com/page-results-and-reports/. The FY24 Annual
Report and Accounts includes detailed information on the Group's business
model which the Board confirms remains valid and up to date at the date of
this announcement.
Business line update
Given the close proximity to the date of publication of the FY24 Annual Report
and Accounts, being 13 October 2025, and the date of this announcement in
respect of the H1 2025 unaudited interim results, the below business line
update remains consistent with that reported in the FY24 Annual Report and
Accounts.
Open Market Inventory Monetisation
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 €35 million)
receivables financing transactions (up to €100 million) 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 has 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 the first IM Bond valued up to €5.0 million and a
global player in asset management subscribed for the first €3.5 million. 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 IM 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 $5.0
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 €10 million 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
Operations
As a result of the cash constraints the Group has faced over 2024 and 2025, a
level of staff attrition has been higher than normal, and it has not been
possible for the Group to back fill vacant positions leaving the work to be
distributed to the remaining team members. As such, management have started
the process of equivalating the overall team structure with a focus on
considering which roles the Group needs dedicated team members to fulfil and
which roles could be more effectively fulfilled through partnerships with
external suppliers and/or information providers.
Management believe that giving consideration to developing such partnerships
could be beneficial to the go forward operations of the Group as it could
allow the Group to continue to control its fixed costs, through a small
dedicated core team of SYME employees, while also allow access to specialist
corporate and credit data analysis, together with specialist inventory data
analysis, as and when this is required. For example, this could allow the
dedicated SYME team to access vast amounts of corporate, credit and inventory
data more efficiently and effectively than in the past, improving the speed at
which initial pre-screening analysis of potential client companies, and the
more detailed due diligence activities, are able to be carried out. This could
also provide greater comfort and reassurance to the potential inventory
funders particularly if the chosen partners have a proven track record and
positive reputation. More information about this internal project will be
provided once further internal consideration has been given to this.
Corporate Funding
Details of the new corporate funding negotiated during the six month period 30
June 2025 with Nuburu in the from of the Nuburu On-Demand Facility can be
found in the financial review section of this announcement and in notes 3 and
16 to the Group's unaudited condensed consolidated interim financial
statements for the six month period ended 30 June 2025.
Future opportunities for the Group
Inventory funding (via pure financing or off-balance sheet structures)
continues to play a vital role in working capital management for many
companies globally as it enables businesses to optimise cash flow and navigate
supply chain challenges that they may be facing. Recent experience highlights
an increasing reliance on innovative financing solutions, including structured
finance instruments.
A significant factor that the Group is monitoring is the proposed new
legislation in Italy regarding inventory securitisation as this new
legislation is currently under review in the Italian Parliament (D.L. n. 1484
del 12 maggio 2025). This proposed new law aims to expand the scope of
securitisation to include warehouse goods and non-registered movable assets,
fostering new opportunities for Italian companies to destock through
structured finance. The legislation's goal is to enhance the monetisation of
inventories, providing SMEs and other firms with alternative funding sources.
In this regard, it is expected that the inventory securitisation offered under
the new proposed legislation will attract more inventory funders as the Group
will be able to utilise this new regulation to offer diversified, liquid, and
high-yield assets with enhanced risk management, improved collateral
protection, and access to broader asset classes, thereby increasing appetite
for such structured finance products.
The impending destocking decree referred to above, is also expected to
influence inventory levels and financing strategies in Italy, potentially
prompting short-term adjustments as companies adapt to the new regulatory
environment. Overall, the market is poised for steady growth driven by
increased demand from small and medium-sized enterprises, technological
advancements, and enhanced asset class options. However, ongoing regulatory
reforms and economic uncertainties remain key factors that could affect the
cost and accessibility of inventory funding.
Financial review
6 months to 6 months to Movement
30 June 2025 30 June 2024 Unaudited
Unaudited Unaudited
£000 £000 £000
Revenue 87 39 48
Operating loss before impairment charges and fair value adjustments (595) (1,339) 744
Impairment charges - intangible assets (1) (31) 30
Impairment charges - trade and other receivables (178) - (178)
Fair value adjustment to investments - (47) 47
Operating loss (774) (1,417) 643
Finance costs (67) (51) (16)
Loss before tax (841) (1,468) 627
Income tax - 97 (97)
Loss after tax (841) (1,371) 530
6 months to 6 months to Movement
30 June 2025 30 June 2024 Unaudited
Unaudited Unaudited
Pence Pence Pence
Total basic and diluted loss per share ("EPS") (0.0012) (0.0022) 0.0010
The Group's unaudited condensed consolidated interim financial statements for
the six month period ended 30 June 2025 ("H1 2025") have been prepared in line
with International Accounting Standard IAS 34 ("Interim Financial Reporting").
Revenue
6 months to 6 months to Movement
30 June 2025 30 June 2024 Unaudited
Unaudited Unaudited
£000 £000 £000
Revenue
Due Diligence fees 34 13 21
Inventory Monetisation fees 53 26 27
Total revenue 87 39 48
The table above provides a break down of the Group's revenue from Inventory
Monetisation activities during H1 2025. 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 (the
"FY24 Annual Report and Accounts").
During H1 2025, the Group recognised £87,000 (H1 2024: £39,000) of Inventory
Monetisation revenue, which it split 39% (H1 2024: 33%) related to due
diligence fees, and the remaining 61% (H1 2024: 67%) relating to Inventory
Monetisation fees.
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 H1 2025, the Group has continued to carry out, and charge for due
diligence activities, and the £34,000 recognised as revenue reflects the
value of those due diligence activities completed during H1 2025 (H1 2024:
£13,000).
Following the first Italian IM transactions during 2022, 2023, 2024 and at the
start of 2025, which were facilitated using the Group's IM Platform, the Group
recognised Inventory Monetisation fees of £53,000 during H1 2025 (H1 2024:
£26,000). During H1 2025, 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 before impairment charges and fair value adjustments
Over the course of H1 2025, the Group's main activities have been focused on
managing the continuing challenging cashflow situation that arose during 2024
due to the continued under performance of TAG against its contractual funding
commitments outlined in the £3.5 million Top-Up Shareholder Loan Agreement.
As a direct result of this, 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 the new USD$5,150,000 Nuburu
On-Demand Facility 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.
It should be noted that Nuburu, an NYSE listed high-tech company, is a related
party to the Group given that Alessandro Zamboni, a director of the Company,
is also the Executive Chairman of Nuburu. As at 30 June 2025, Nuburu had paid
amounts totalling USD$652,000 (the equivalent of £475,000) to the Company. As
at the date of this announcement, Nuburu had paid amounts totalling
USD$2,952,000 to the Company, with the remaining USD$2,198,000 due on or
before 31 October 2025.
The Group has also faced challenges in connection with publishing the FY24
Annual Report and Accounts, as well as the H1 2025 unaudited condensed
consolidated interim financial statements, by the required regulatory
deadlines and, as such, has invested time working with the auditors to resolve
these challenges as quickly as possible. These delays lead to the temporary
suspension of trading of the Company's shares which has had a negative impact
on the Group's various stakeholders. The Board hopes to have the temporary
suspension lifted as soon as possible.
Additionally, the Group has continued to develop and prove its business model
completing a new IM transaction in January 2025 with an existing client
company of SYME. This new IM transaction was funded using the IM Bond issued
in late 2024 by one of the independent stock companies, which is also a wholly
owned subsidiary of SFE. During H1 2025, the Group continued to identify and
assess additional client companies in its pipeline in order to build a further
track record of IM transactions being funded using new and existing IM Bond
issuances.
Despite all the challenges that the Group has faced during H1 2025, and to
date in 2025, it continued to work with a variety of different inventory
funders, particularly in respect of the open projects that it has ongoing.
Nuburu has also expressed an interest in working with the Group to provide,
together with is funding partners, the junior tranche (a form of "skin in the
game") in each IM transaction and positive progress has been made recently on
this initiative.
The Group recorded an operating loss before impairment charges and fair value
adjustments for H1 2025 of £595,000 (H1 2024: £1,339,000 loss). The major
contributing factors that resulted in the reduction of the operating loss
before impairment charges and fair value adjustments of £744,000 are
described below:
· an aggregate decrease in the loss from gross profit and
administration expenses of £699,000 from £1,473,000 recognised in H1 2024,
compared to £774,000 recognised in H1 2025. This decrease largely resulted
from focused cost saving efforts by the Group that were initially implemented
in prior periods and which continued during H1 2025 due to the continued cash
flow pressures the Group was facing as a result from the delayed contractual
funding amounts due to the Group from both TAG and Nuburu. Of the aggregated
decrease, approximately 46% related to reduce staff costs in H1 2025 compared
to the comparative period of H1 2024 as certain staff members who left either
during 2024 and 2025 were not replaced. This aggregate decrease was also
impacted by exchange rates movements during the period which resulted in more
favourable foreign exchange impacts on the Group's financial statements in the
current interim six month ended 30 June 2025.
· An increase of £45,000 in other operating income recognised during
H1 2025 of £179,000 compared to £134,000 recognised during H1 2024. The
other operating income recognised in both H1 2025 and H1 2024 related to
interest income accrued in respect of late funding payments due from TAG.
These funding arrangements with TAG are set out in more detail in notes 8 and
24 to the Group's unaudited condensed consolidated interim financial
statements for the six month ended 30 June 2025. The increase in the interest
income during the current interim period reflects the larger average total of
late payments that are accruing interest, together with the longer outstanding
dates of certain of the late payments. As detailed below an impairment charge
of £178,000 was also recognised by the Group during H1 2025 in relation to
these amounts. This was due to the information that has become available to
management and the Board during 2025 regarding TAG's current financial
situation, of which further details are provide below. There were no
equivalent impairments recognised during H1 2024.
Impairment charges and fair value adjustments
6 months to 6 months to Movement
30 June 2025 30 June 2024 Unaudited
Unaudited Unaudited
£000 £000 £000
Impairment charges - intangible assets (1) (31) 30
Impairment charges - trade and other receivables (178) - (178)
Fair value adjustments on investments - (47) 47
Total (179) (78) (101)
The Group's internally developed IM platform was impaired by an amount of
£1,000 during H1 2025 in line with the requirements of IAS 36 ("Impairment of
Assets") (H1 2024: £31,000). 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 H1 2025 compared to H1 2024 reflects the limited
additional capital expenditure on this intangible asset during the first six
months of 2025. This is in line with the fact that no contractual frameworks
for new geographical regions needed to be developed during this period, the
standard Italian contractual framework now being in a more stable state, and
there being limited additional activity required in respect of the contractual
and legal framework relating to the Group's White-Label offering during H1
2025, particularly given that the work carried out in prior periods.
The impairment charges of £178,000 recognised during H1 2025 (H1 2024: £nil)
related to the impairment of trade and other receivables, specifically the
full receivable balance due from TAG as at 30 June 2025 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, 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.
Given that the fair value of the 19% investment in TradeFlow held on the
balance sheet at this 31 December 2024 was £nil, there were no additional
fair value adjustments on investments recognised during H1 2025. The £47,000
fair value adjustment recognised in H1 2024 was determined with reference to
the change in value of the underlying net liabilities of TradeFlow between the
31 December 2024 and 30 June 2024.
Taxation
The income tax credit of £97,000 recognised in H1 2024 represents a Research
and Development Tax Credit claimed by the Company under the UK SME tax credit
scheme. This tax credit related to the financial year ended 31 December 2022
and the related claim was submitted and finalised in the six month period
ended 30 June 2024. There were no equivalent claims submitted during H1 2025.
Contractual funding facilities agreed with TAG
During H1 2025, no amounts were received from TAG in relation to the Top-Up
Shareholder Loan Agreement and, as set out above, the Group continued to
accrue late payment interest income from TAG in relation to the continued
under performance of TAG in respect of this contractual funding facility. As
at 30 June 2025, all of the late payment interest relating to the Top-Up
Shareholder Loan Agreement remained outstanding and was fully impaired in the
unaudited condensed consolidated interim financial statements for the six
months ended 30 June 2025 due to the current information available to
management and the Board of Directors with respect to TAG's financial
position.
Additionally, the Group entered into a heads of terms agreement with Nuburu on
18 March 2025 whereby it was agreed that TAG would be released from its
obligations under the unsecured £3,500,000 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 to date. The last payment from Nuburu is due
to be received on or before 31 October 2025 and following this the above
commitments made by the Company with respect to the Top-Up Shareholder Loan
Agreement are expected to be honoured by the Board.
Nuburu On-Demand Facility
The delays in the payments due to the Group from TAG continued to put
significant cashflow pressures on the Group during 2024, and to date in 2025,
and has been extremely challenging for the management team and the Board to
navigate. As such, 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 in respect of the Top-Up Shareholder Loan Agreement. This resulted in the
Group announcing the Nuburu On-Demand 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.
The full details of the Nuburu On-Demand Facility can be found in notes 3 and
16 to the Group's unaudited condensed consolidated interim financial
statements for the six month period ended 30 June 2025. The total amount to be
received by the Group under the Nuburu On-Demand Facility is USD$5,150,000 and
as at 30 June 2025, Nuburu had paid amounts totalling USD$652,000 (the
equivalent of £475,000) to the Company. As at the date of publication of
these unaudited condensed consolidated interim financial statements for the
six month period ended 30 June 2025, Nuburu had paid amounts totalling
USD$2,952,000 to the Company, with the remaining amount of USD$2,198,000 to be
received from Nuburu on or before 31 October 2025.
The Nuburu On-Demand Facility allows for repayment to be made 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.
Additionally, at the point of any conversion, the Company will issue warrants
over ordinary shares in the Company to Nuburu at the ratio of 1 warrant for
every 2 ordinary shares issued as a result of the conversion. Such on-demand
conversions can only be made following the receipt by the Company of the
certain regulatory and shareholder approvals that it requires to be able to
issue the number of shares and warrants needed. If the repayment is made via
full conversion of the new facility into ordinary shares, Nuburu will have a
controlling interest in the Group.
As at 30 June 2025, the Group recognised the amounts received to date of
USD$652,000, the equivalent of £475,000, as a current liability in the
unaudited condensed consolidated statement of financial position. As at both
30 June 2025, and the date of release of these interim financial statements:
a) the full amounts due under Nuburu On-Demand Facility had not been
received from Nuburu;
b) the Company had not obtained any of the required regulatory and
shareholder approvals needed for this facility to be repaid via conversion(s)
into ordinary shares of the Company; and
c) the Company has not issued any warrants to Nuburu in connection with
the Nuburu On-Demand Facility.
In respect of the amounts received to date by the Company under the Nuburu
On-Demand Facility, interest is accruing 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. As at 30 June 2025, the Company had recognised an amount of
£13,000 (31 December 2024: £nil) as interest due in respect of the Nuburu
On-Demand Facility. This amount has been included in the trade and other
payables balance within the Group's statement of financial position as at 30
June 2025.
Cash flow
The Group decreased its net cash balance (prior to any foreign exchange
differences on consolidation) by £18,000 during H1 2025 (H1 2024: £399,000
increase) due to a combination of the following cash inflows and outflows:
· cash inflows of £475,000 during H1 2025 due to amounts received in
cash under the Nuburu On-Demand Facility (H1 2024: £nil).
This net cash inflows was then offset by the following items:
· net outflows from operating activities of £445,000 during H1 2025
(H1 2024: £2,132,000 net outflow);
· net outflows due to increased investment in the Group's IM Platform
of £1,000 during H1 2025 (H1 2024: £34,000); and
· net outflows of £47,000 during H1 2025 relating to the repayments
made in relation to other long-term bank borrowings held by the Group (H1
2024: £103,000).
6 months to 6 months to
30 June 2025 30 June 2024
Unaudited Unaudited
£000 £000
Net cash flows from operating activities (445) (2,132)
Net cash flows from investing activities (1) 655
Net cash flows from financing activities 428 1,876
Net movement in cash and cash equivalents (18) 399
Foreign exchange differences to cash and cash equivalents on consolidation 1 -
Cash and cash equivalents at 1 January 34 5
Cash and cash equivalents as at 31 December 17 404
Net liabilities
As at 30 June 2025 net liabilities of the Group were £5,277,000 (31 December
2024: net liabilities of £4,246,000). The £1,031,000 decrease in net
liability position at 30 June 2025 compared to 31 December 2024 has occurred
primarily as the result of the cash constraints the Group has continued to be
placed under during H1 2025 due to a) the under performance of TAG against the
Top-Up Shareholder Loan Agreement; and b) the delayed payments from Nuburu
under the Nuburu On-Demand Facility that particularly impacted the first six
months of 2025. In particular, under the Nuburu On-Demand Facility signed in
March 2025, the Group was due to receive USD$3,650,000 from Nuburu during H1
2025 however, due to the various challenges facing Nuburu in complying with
the original payment schedule, the Group only received USD$652,000 (the
equivalent of £475,000) during H1 2025.
In particular, the overall decrease in the net liability position due to the
following:
· the decrease in cash and cash equivalents of £17,000 during H1 2025
as a result for the factors referred to in the cash flow section above;
· a decrease in the trade and other receivables of £106,000 as at 30
June 2025 compared to 31 December 2024. This was largely the result of
payments of trade receivables received by the Gorup during H1 2025, and a
decrease in prepayments as at 30 June 2025 due to the timing of certain
quarterly / annual payments made by the Group;
· a decrease in the receivable from related party of £27,000 to
£25,000 as at 30 June 2025 compared to £52,000 as at 31 December 2024, due
to the repayments received from TAG during H1 2025 by way of offset against
invoiced amounts owed by the Group companies to TAG;
· an increase in trade and other payables of £480,000 as at 30 June
2025 compared to 31 December 2024, largely as a result of the cash constraints
referred to above as while those amounts that were received in cash by the
Group during H1 2025 were used to settle a number of the payable balances
outstanding at 31 December 2024, this was offset by the trade and other
payables balances continuing to increase due to the limited amounts of cash
funding that was received from Nuburu during H1 2025;
· an increase in the borrowings from the Nuburu On-Demand Facility of
£475,000 as at 30 June 2025 due to the cash receipts received during H1 2025
from Nuburu. There was no equivalent balance as at 31 December 2024;
· an increase in provisions of £11,000 as at 30 June 2025 compared to
31 December 2024 due the combined impact of foreign exchange revaluations,
additional amounts provided during H1 2025 and amounts paid at the end of
employment relationships; and
· other small movements which net to an overall increase in net
liabilities of £1,000 as at 30 June 2025.
These decreases in assets / increases in liabilities as at 30 June 2025
compared to 31 December 2024 were then offset by:
· A decrease in long-term borrowings of £86,000 as at 30 June 2025 due
to 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.
Going Concern
The Board's assessment of going concern and the associated key considerations
are set out in the note 4 to the Group's unaudited condensed consolidated
interim financial statements for the six month period ended 30 June 2025. Due
to the continued low level of revenue recognised during H1 2025, this has led
to another consecutive period of losses for the Group. 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 unaudited condensed consolidated interim financial
statements for the six month period ended 30 June 2025.
Related Parties
Note 24 to the Group's unaudited condensed consolidated interim financial
statements for the six month period ended 30 June 2025 contains details of the
Group's related parties.
Subsequent events
Note 25 to the Group's unaudited condensed consolidated interim financial
statements for the six month period ended 30 June 2025 contains details of all
material subsequent events post 30 June 2025.
Principal Risks and Uncertainties
The principal risks and uncertainties which could have a material impact on
the long-term performance of the Company and its subsidiaries were set out in
the Annual Report and Accounts for the year ending 31 December 2024. The Board
confirm that these remain valid at the date of this announcement, particularly
given the close proximity to the date of publication of the FY24 Annual Report
and Accounts, being 13 October 2025, and the date of this announcement in
respect of the H1 2025 unaudited interim results.
The impact, likelihood, vulnerability and speed of onset of each risk is
regularly reviewed, scored and ranked. The results of this assessment of
current risks and changes are then reported to and discussed at the Audit
Committee and reported to the Board, who have ultimate responsibility in this
area.
The risks and uncertainties at the date of this report where the impact
continues to be assessed as 'major' and the likelihood of the event occurring
is assessed as either 'possible', 'likely' or 'frequent' are summarised below.
These are also referred to in greater detail in the FY24 Annual Report and
Accounts including a description of 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
Business model and strategic competition
It has been assessed that there is no change to the classification of this
risk since the FY24 Annual Report and Accounts. The Group's business model is
innovative in nature and aims to capitalise on what the Group considers to be
a current gap in the market. However, the length of time it is taking for the
Group to fully establish the business model and secure a reliable and
significant pool of inventory funding to support the inventory monetisation
model in a flexible manner has increased the likelihood of this risk occurring
when compared to 2023 and the first half of 2024.
Future development and strategy
It has been assessed that there is no change to the classification of this
risk since the FY24 Annual Report and Accounts. The Group needs to ensure its
IM Platform can be developed as the business grows in order to be able deal
with increasing number of IM transactions and to accommodate the needs of
inventory funders and client companies. With the cash constraints the Group
has been under in 2024 and to date in 2025, the development of the IM Platform
has currently been paused but the Platform development roadmap is expected to
be renewed once new funding or revenue is received by the Group.
Inventory funding risk
It has been assessed there is no change to the classification of this risk
since the FY24 Annual Report and Accounts. Funders interested in providing
capital for inventory monetisation transactions are crucial to the Supply@ME's
business model. Despite some progress being made with the first IM Bond in
late 2024, larger pools of inventory funding are required to ensure a stable
and profitable business.
Financial Risk
Group funding risk
It has been assessed there is no change to the classification of this risk
since the FY24 Annual Report and Accounts. The ability for the Company to
continue to fund its operations whilst on its journey to break even and beyond
remains a key risk. Required increases in revenue flow are not yet present and
there have been significant delays in the flow of funding from a) certain of
the TAG contractual funding facilities that are currently in place and b) the
new convertible on-demand funding facility with Nuburu. This has impacted the
Group significantly over 2024 and to date in 2025 and created a number of
challenges for management and the Board during this time. This risk will
remain high until the Group is able to consistently generate revenue which is
sufficient to cover its costs.
Operational Risk
Business continuity risk
It has been assessed there is no change to the classification of this risk
since the FY24 Annual Report and Accounts. Inaccessibility to the Group's IM
Platform could have a significant impact on the Group's client companies and
independent stock companies. The Group has business continuity plans in place
but the level of staff attrition during 2024 and to date in 2025 has left the
Group with a much smaller team and risk due to loss of certain knowledge.
Talent and Diversity risk
It has been assessed there is no change to the classification of this risk
since the FY24 Annual Report and Accounts. Loss of certain members of the
Board and team could lead to a reduced ability to effectively run the business
and could hamper the speed at which the Group is able to scale up the business
and increase operational efficiency. The cash flow challenges faced by the
Group in 2024 and to date in 2025 have led to higher than normal attrition and
it has meant it has not been possible to back fill those positions that have
been vacant.
Cyber security risk
It has been assessed there is no change to the classification of this risk
since the FY24 Annual Report and Accounts. The Group's intellectual property
maybe at risk of being stolen as a result of cybersecurity breaches carried
out by malicious actors or hackers. While the Group has certain mitigating
actions in place, this risk has been seen to be increasing globally and as
such is something the Group must continue to monitor and mitigate where
possible.
Corporate legal and regulatory risk
It has been assessed there is no change to the classification of this risk
since the FY24 Annual Report and Accounts. Breaching a legal or regulatory
requirement could impact the Group's ability to deliver to its stakeholders.
While the Board takes its regulatory responsibility seriously there have been
challenges facing the Group recently that have led to the regulatory deadlines
for the filing of the FY24 Annual Report and Accounts and the H1 2025
unaudited interim results being missed, leading to the temporary suspension of
trading of the Company's shares. Additionally, the Group as a number of
regulatory approvals that it must obtained to allow the Nuburu On-Demand
Facility to be repaid via conversion into ordinary shares as opposed to cash,
and also has a significant amount of overdue payroll and withholding tax
balances that need to repaid as the funding situation of the Group improves.
Statement of Director's responsibilities
The Directors are responsible for preparing the unaudited condensed
consolidated interim financial statements for the six month period ended 30
June 2025 in accordance with applicable law and regulations. The Directors
confirm that, to the best of their knowledge, the unaudited condensed
consolidated interim financial statements have been prepared in accordance
with IAS 34 ("Interim Financial Reporting"), as issued by the International
Accounting Standards Board as contained in UK-adopted International Financial
Reporting Standards, and give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company, or the undertakings
included in the consolidation as a whole, as required by DTR 4.2.4R of the
FCA's Disclosure Guidance and Transparency Rules ("DTRs").
The Directors further confirm that the unaudited condensed consolidated
interim financial statements include a fair review of the information required
by DTR 4.2.7R and DTR 4.2.8R namely:
· an indication of important events that have occurred during the six
month period ended 30 June 2025 and their impact on the condensed consolidated
interim financial statements for this period, and a description of the
principal risks and uncertainties for the remaining six months of the
financial year; and
· material related party transactions in the six month period ended 30
June 2025 and any material changes in the related party transactions described
in the last annual report
In accordance with the DTR Rule 4.2.9(2)R, the Directors confirm that these
unaudited interim condensed consolidated financial statements have not been
audited or reviewed by auditors pursuant to the Financial Reporting Council
guidance on Review of Interim Financial Information.
The current directors are listed below all of whom were directors during the
whole of the period, except as noted:
Albert Ganyushin
Alessandro Zamboni
Alexandra Galligan
David Bull
By Order of the Board
Alessandro Zamboni
Chief Executive Officer
13 October 2025
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE 6
MONTH PERIOD ENDED 30 JUNE 2025
6 months to 6 months to
30 June 2025 30 June 2024
Unaudited Unaudited
Notes £ '000 £ '000
Revenue 5 87 39
Cost of sales 7 (105) (232)
Gross loss (18) (193)
Administrative expenses 7 (756) (1,280)
Other operating income 8 179 134
Operating loss before impairment charges and fair value adjustments (595) (1,339)
Impairment charges - intangible assets 12 (1) (31)
Impairment charges - trade and other receivables 14 (178) -
Fair value adjustments to investments 23 - (47)
Operating loss (774) (1,417)
Finance costs 6 (67) (51)
Loss before tax (841) (1,468)
Taxation 9 - 97
Total loss after tax for the period (841) (1,371)
Other comprehensive income
Exchange differences on translating foreign operations (192) 142
Total comprehensive loss for the period (1,033) (1,229)
Loss per share Pence Pence
Basic and diluted loss per share 11 (0.0012) (0.0022)
The above unaudited condensed consolidated statement of comprehensive income
should be read in conjunction with the accompanying notes.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30
JUNE 2025
30 June 2025 31 December 2024
Unaudited Audited
Notes £ '000 £ '000
Non-current assets
Intangible assets and goodwill 12 - -
Property, plant and equipment - 1
Total non-current assets - 1
Current assets
Trade and other receivables 13 982 1,088
Cash and cash equivalents 17 34
Receivable from related party 14 25 52
Total current assets 1,024 1,174
Total assets 1,024 1,175
Current liabilities
Trade and other payables 15 4,954 4,474
Borrowings from the Nuburu On-Demand Facility 16 475 -
Total current liabilities 5,429 4,474
Net current liabilities (4,405) (3,300)
Non-current liabilities
Long-term borrowings 17 278 364
Provisions 18 588 577
Deferred tax liabilities 6 6
Total non-current liabilities 872 947
Net liabilities (5,277) (4,246)
Equity attributable to owners of the parent
Share capital 19 6,199 6,199
Share premium 27,347 27,347
Share-based payment reserve 22 8,034 8,032
Other reserves (10,980) (10,788)
Retained losses (35,877) (35,036)
Total equity (5,277) (4,246)
The above unaudited condensed consolidated statement of financial position
should be read in conjunction with the accompanying notes.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE 6
MONTH PERIOD ENDED 30 JUNE 2024
Share capital Share premium Other reserves* Share-based payment reserve Merger relief reserve* Reverse takeover reserve* Foreign currency reserve* Retained earnings Total
£ '000 £ '000 £ '000 £ '000 £ '000 £ '000 £ '000 £ '000 £ '000
As at 1 January 2024 5,989 25,396 36 7,969 226,905 (237,834) (155) (32,113) (3,807)
Loss for the 6-month period - - - - - - - (1,371) (1,371)
Forex retranslation difference - - - - - - 142 - 142
5,989 25,396 36 7,969 226,905 (237,834) (13) (33,484) (5,036)
Credit to equity for issue of warrants - - - 52 - - - - 52
Exercise of Open Offer warrants - - - - - - - - -
Issuance of new shares 210 2,143 - - - - - - 2,353
Costs incurred in connection with the issuance of new ordinary shares - (176) - - - - - - (176)
Equity settled employee share-based payment schemes - - - 15 - - - - 15
As 30 June 2024 6,199 27,363 36 8,036 226,905 (237,834) (13) (33,484) (2,792)
*The "other reserves" balance in the unaudited condensed 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 unaudited condensed consolidated statement of changes in equity
should be read in conjunction with the accompany notes.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE 6
MONTH PERIOD ENDED 30 JUNE 2025
Share capital Share premium Other reserves* Share-based payment reserve Merger relief reserve* Reverse takeover reserve* Foreign currency reserve* Retained earnings Total
£ '000 £ '000 £ '000 £ '000 £ '000 £ '000 £ '000 £ '000 £ '000
As at 1 January 2025 6,199 27,347 37 8,032 226,905 (237,834) 104 (35,036) (4,246)
Loss for the 6-month period - - - - - - - (841) (841)
Forex retranslation difference - - - - - - (192) - (192)
6,199 27,347 37 8,032 226,905 (237,834) (88) (35,877) (5,279)
Issuance of new shares - - - - - - - - -
Equity settled employee share-based payment schemes - - - 2 - - - - 2
As 30 June 2025 6,199 27,347 37 8,034 226,905 (237,834) (88) (35,877) (5,277)
*The "other reserves" balance in the unaudited condensed 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 unaudited condensed consolidated statement of changes in equity
should be read in conjunction with the accompany notes.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE 6 MONTH
PERIOD ENDED 30 JUNE 2025
6 months to 6 months to
30 June 2025 30 June 2024
Unaudited Unaudited
£ '000 £ '000
Cash flows from operating activities
Operating loss before interest and tax (774) (1,417)
Adjustment for impairment charge
Impairment charges - intangible assets 1 31
Impairment charges - trade and other receivables 178 -
Adjustment for fair value on investments
Fair value adjustments to investments - 47
179 78
Other non-cash adjustments (82) 69
Other depreciation and amortisation - 5
(Decrease) / increase in provisions (11) 7
(Increase) in accrued income (2) (2)
Decrease / (increase) in trade and other receivables 120 (51)
Increase / (decrease) in trade and other payables 265 (661)
Other (increases) in net working capital (170) (107)
Cash flows from operations (475) (2,079)
Interest paid (12) (53)
Cash received from Research & Development Tax Credit under the UK SME tax 42 -
credit scheme
Net cash flows from operating activities (445) (2,132)
Cash flows from investing activities
Purchase of intangible assets (1) (34)
Other movements in non-current assets - 19
Consideration received from related party on disposal of discontinued - 670
operations
Net cash flows from investing activities (1) 655
Cash flows from financing activities
Net cash inflow from related party borrowings 475 550
Cash repayment of existing long-term borrowings (47) (103)
Cash inflow from issue of new ordinary shares - 1,553
Share issue costs paid in cash - (124)
Cash flows from financing activities 428 1,876
Net movement in cash and cash equivalents (18) 399
Foreign exchange differences to cash and cash equivalents on consolidation 1 -
Cash and cash equivalents as at 1 January 34 5
Cash and cash equivalents at the end of the period 17 404
The above unaudited condensed consolidated statement of cash flows should be
read in conjunction with the accompanying notes.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS FOR THE 6 MONTH PERIOD ENDED 30 JUNE 2025
1 Company information
Supply@ME Capital plc (the "Company") is a public limited company incorporated
in England and Wales. The address of its registered office 27/28 Eastcastle
Street, London, W1W 8DH, United Kingdom. Supply@ME Capital's ordinary shares
are admitted to listing on the 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.
These unaudited condensed consolidated interim financial statements of the
Company and its subsidiaries (the "Group") have been approved for issue by the
board of directors of the Company (the "Board") on 13 October 2025.
2 Basis of preparation
Accounting convention
These unaudited condensed consolidated interim financial statements for the
six month reporting period ended 30 June 2025 ("H1 2025") have been prepared
in accordance with Accounting Standard IAS 34 ("Interim Financial Reporting")
as contained in UK-adopted International Accounting Standards.
The interim report does not include all the notes of the type normally
included in annual audited financial statements. Accordingly, this report is
to be read in conjunction with the annual report and accounts for the year
ended 31 December 2024 (the "FY24 Annual Report and Accounts"), which was
prepared in accordance with UK-adopted International Accounting Standards, and
any public announcements made by the Company during the interim reporting
period.
The accounting policies adopted are consistent with those of the previous
financial year and corresponding interim reporting period.
The preparation of the unaudited condensed consolidated interim financial
statements requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported amounts of
assets and liabilities, income and expense. Actual results may differ from
these estimates, and will seldom equal the estimated results. In preparing
these unaudited condensed consolidated interim financial statements, the
significant judgements made by management in applying the Group's accounting
policies were the same as those that applied to the FY24 Annual Report and
Accounts.
New and amended standards adopted by the Group
No new or amended standards became applicable that have a significant impact
on the Group's interim condensed consolidated financial statements for the six
month period ended 30 June 2025. The Group did not have to change its
accounting policies or make retrospective adjustments as a result of adopting
any new or amended standards in the current interim reporting period.
3 Significant changes in the current reporting period
Below provides a summary of the significant changes and events that occurred
during the six month period ended 30 June 2025.
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 unsecured £3,500,000
shareholder loan agreement the Company entered into with The AvantGarde Group
S.p.A ("TAG") on 28 September 2023 (the "Top-Up Shareholder Loan Agreement").
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 30 June 2025, Nuburu had paid amounts totalling
USD$652,000 (the equivalent of £475,000) to the Company. As at the date of
publication of these unaudited condensed consolidated interim financial
statements for the six month period ended 30 June 2025, 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 point in time 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 amended 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
unsecured £3,500,000 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.
4 Going Concern
Background and relevant facts
As at the 30 June 2025 the Group had cash and cash equivalents of £17,000 (31
December 2024: £34,000 cash and cash equivalents) and consolidated net
current liabilities of £4,405,000 (31 December 2024: £3,300,000). The Group
has posted a total loss for the six month period ended 30 June 2025 of
£841,000 (for the six month period ended 30 June 2024: total loss
£1,371,000) and the retained losses were £35,877,000 as at 30 June 2025 (31
December 2024: retained losses £35,036,000).
General business progress
Following on from the previous years, during the six month period ended 30
June 2025, 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 level of revenue
generated and recognised during the first six months of 2025 has led to
another consecutive period of losses. These delays reflect the challenges the
Group has experienced in converting its potential opportunities with inventory
funders into completed inventory monetisation ("IM") transactions.
In light of the continued delays to the revenue generation and other cash flow
pressures experienced by the Group, management has been focused on maintaining
the cost base of the Group as low as possible in order to preserve cash. While
the Group is continuing to generate losses, the operating loss before
impairment charges and fair value adjustments has again reduced in the six
month period ended 30 June 2025 compared to the equivalent period in 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 course of 2024 the Group experienced significant cash flow
pressures as a result of the under performance of TAG in the delivery against
its contractual funding commitments with the Group, in particular the Top-Up
Shareholder Loan Agreement, as to date the Group has not received any of the
£3,500,000 funding due from TAG under this specific agreement. The delays in
the payments due to the Group from TAG resulted in significant cashflow
pressures on the Group during 2024 and was extremely challenging for the
management team and the Board to navigate. 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 the Nuburu On-Demand Facility in March
2025, which was amended on 10 June 2025 and 29 August 2029 to primarily
address delays in the receipt of the initial tranches under the new facility
following certain technical and regulatory limitations facing Nuburu. The
amendments signed in June 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 the Nuburu On-Demand Facility can be found in note 3 to
these unaudited condensed consolidated interim financial statements for the
six month period ended 30 June 2025. 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 unaudited interim financial
statements for the six month period ended 30 June 2025, Nuburu have paid
amounts totalling USD$2,952,000 to the Company under the amended Nuburu
On-Demand Facility.
The primary aim of entering into the Nuburu On-Demand Facility was to allow
the Group 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 the Nuburu On-Demand Facility, 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.
The Group's cash flow forecast model
In order to determine the appropriate basis of preparation for the unaudited
condensed consolidated interim financial statements for the six month period
ended 30 June 2025 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 unaudited condensed consolidated interim
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 Heads of Terms entered
into on 18 March 2025, 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 IM 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. These remaining amounts have been factored into
the cashflow forecasts in line with latest contractual commitments received
from the counterparty. As detailed in note 3 to these unaudited condensed
consolidated interim 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 30 June 2025, Nuburu had
paid amounts totalling USD$652,000 to the Company. As at the date of
publication of these unaudited interim financial statements for the six month
period ended 30 June 2025, 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 amount 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
shares 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
unaudited condensed consolidated interim 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.
5 Revenue and operating segments
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 are continually developing.
Given the current nature of the business, 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 include revenue and operating loss
before impairment charges and fair value adjustments which are presented
below. Revenue is presented on basis of IFRS 15 ("Revenue from Contracts")
revenue recognition and by service line.
Inventory Monetisation Head office Consolidated Group
Unaudited Unaudited Unaudited
Six months to 30 June 2025 £'000 £'000 £'000
Revenue
Due Diligence fees 34 - 34
Inventory monetisation fees 53 - 53
Total revenue 87 - 87
Operating (loss) before impairment charges and fair value adjustments (191) (404) (595)
Inventory Monetisation Head office Consolidated Group
Unaudited Unaudited Unaudited
As at 30 June 2025 £'000 £'000 £'000
Balance sheet
Assets 992 32 1,024
Liabilities (4,178) (2,123) (6,301)I
Net (liabilities) (3,186) (2,091) (5,277)
All the Group's revenue from due diligence fees is recognised at a point in
time. Of the revenue generated from Inventory Monetisation fees, £8,000 is
generated from origination fees which is recognised at a point in time, and
the remaining £45,000 is generated from usage of the Group's IM Platform and
services provided by the Group in connection with the IM transaction. This
£45,000 of revenue is recognised over time and the amount recognised in the
current financial period relates to the performance obligations satisfised
during the six month period ended 30 June 2025.
Geographical analysis
The Group's inventory monetisation operation is currently predominately
located in Europe.
Comparative segmental reporting
Inventory Monetisation Head office Consolidated Group
Unaudited Unaudited Unaudited
Six months to 30 June 2024 £'000 £'000 £'000
Revenue
Due Diligence fees 13 - 13
Inventory monetisation fees 26 - 26
Total revenue 39 - 39
Operating loss before impairment charges and fair value adjustments (481) (858) (1,339)
Inventory Monetisation Head office Consolidated Group
Unaudited Unaudited Unaudited
As at 30 June 2024 £'000 £'000 £'000
Balance sheet
Assets 1,083 1,007 2,090
Liabilities (3,842) (1,040) (4,882)
Net (liabilities) (2,759) (33) (2,792)
All the Group's revenue from due diligence fees is recognised at a point in
time. All of the revenue generated from inventory monetisation fees in the six
month period ended 30 June 2024 is generated from usage of the Group's IM
Platform and services provided by the Group in connection with the IM
transaction. The £26,000 of inventory monetisation fees is recognised over
time and the amount recognised in the current financial period relates to the
performance obligations satisfised during the six month period ended 30 June
2024.
Inventory Monetisation Head office Consolidated Group
Audited Audited Audited
As at 31 December 2024 £ 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.
6 Finance costs
6 months to 6 months to
30 June 2025 30 June 2024
Unaudited Unaudited
£ '000 £ '000
Interest expense - long-term borrowings 21 29
Interest expense - related parties 13 13
Other interest expense 33 9
Total finance costs 67 51
The related party interest expense recognised in the current six month period
ended 30 June 2025 relates to interest accrued in relation to the Nuburu
On-Demand Facility. Further details of this facility can be found in notes 3
and 16. The interest on the Nuburu On-Demand Facility is accruing daily at the
federal funds rate set by the Federal Open Market Committee of the US Federal
Reserve from time to time plus 10%.
The related party interest expense recognised in the comparative six month
period ended 30 June 2024 of £13,000 was accrued in relation to the fixed
term unsecured working capital loan agreement signed on 28 April 2023 between
the Company and TAG (the "TAG Unsecured Working Capital facility"), which was
subsequently settled by the Group to TAG on 26 March 2024 through the offset
of interest receivable by the Company from TAG under other contractual funding
arrangements in place with TAG at that date.
7 Operating loss
The Group's operating loss before impairment charges and fair value
adjustments has been arrived at after charging:
6 months to 6 months to
30 June 2025 30 June 2024
Unaudited Unaudited
£ '000 £ '000
Amortisation of internally developed IM platform - 3
Depreciation - 2
Staff costs 554 872
Professional and legal fees 296 299
Contractor costs 35 30
Insurance 48 48
Training and recruitment costs 3 3
Long-term incentive plan ("LTIP") 2 15
In addition to the above, the Group incurred the following costs relating to
impairment charges and fair value adjustments as detailed below:
6 months to 6 months to
30 June 2025 30 June 2024
Unaudited Unaudited
£ '000 £ '000
Impairment charges - intangible assets (note 12) 1 31
Impairment charges - trade and other receivables (note 14) 178 -
Fair value adjustments to investments (note 23) - 47
Total impairment charges and fair value adjustments 179 78
8 Other operating income
6 months to 6 months to
30 June 2025 30 June 2024
Unaudited Unaudited
£ '000 £ '000
Interest income 179 134
Total other operating income 179 134
The interest income of £179,000 recognised in the current six month period
ended 30 June 2025 primarily relates to interest accrued as receivable from
TAG as a result of the late payments under the Top-Up Shareholder Loan
Agreement. As detailed in note 14, an impairment charge of £178,000 was
recognised by the Group during the current six month period relating to the
interest receivable from TAG in connection with the Top-Up Shareholder Loan
Agreement that was outstanding as at 30 June 2025.
The interest income of £134,000 recognised in the comparative six month
period ended 30 June 2024 relates to interest accrued as receivable from TAG
as a result of the late payments received in connection with both the Top-Up
Shareholder Loan Agreement and the Deed of Novation signed with TAG in
connection with the disposal of 81% stake in TradeFlow Capital Management Pte.
Limited ("TradeFlow) which was completed on 30 June 2023 (the "TradeFlow
Restructuring").
9 Taxation
The income tax credit of £97,000 recognised for the comparative six month
period ended 30 June 2024 represents a Research and Development Tax Credit
claimed by the Company under the UK SME tax credit scheme. This tax credit
related to the financial year ended 31 December 2022 and the related claim was
submitted and finalised in the six month period ended 30 June 2024, with the
cash being received post the period end. There were no equivalent claims
submitted during the current six month period ended 30 June 2025.
To date any accumulated tax losses resulting from net losses generated have
not been recognised in the statement of financial position given the Group
does not have a track record of generating profits against which these
accumulated losses could be offset.
10 Dividends
During the six month period ended 30 June 2025 the Group did not pay a
dividend (six month period ended 30 June 2024: no dividend).
The Directors do not foresee a dividend being payable in the next financial
year as the Group will be concentrating on growing its market share and
enhancing its technological capabilities.
11 Earnings / (loss) per share
The calculation of the basic earnings/(loss) per share ("EPS") is based on the
loss for the six month period ended 30 June 2025 of £841,000 (H1 2024 - loss
£1,371,000) and on a weighted average number of ordinary shares in issue of
71,732,151,014 (H1 2024: 63,638,729,365). The basic EPS is (0.0012) pence (H1
2024: (0.0022) pence).
The Company has share warrants and employee share scheme options in issue as
at 30 June 2025, which would dilute the EPS 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 22.
30 June 2025 30 June 2024
Unaudited Unaudited
No. No.
Warrants and employee share options
Share warrants - issued 8,961,913,090 9,747,605,235
Share warrants - to be issued 2,250,000,000 2,250,000,000
Long-term incentive plan ("LTIP") options 179,086,140 1,075,128,404
Total 11,390,999,230 13,072,733,639
No dilution per share was calculated for either period in the table above as
with the reported loss they are all anti-dilutive.
12 Intangible assets
Internally developed IM platform
£'000
Cost or valuation
At 1 January 2024 4,127
Additions 34
At 30 June 2024 4,161
Amortisation
At 1 January 2024 892
Charge for the period 3
At 30 June 2024 895
Impairment
At 1 January 2024 3,235
Impairment charges 31
At 30 June 2024 3,266
Net book value
At 30 June 2024 (Unaudited) -
Cost or valuation
At 1 January 2025 4,180
Additions 1
At 30 June 2025 4,181
Amortisation
At 1 January 2025 897
Charge for the period -
At 30 June 2025 897
Impairment
At 1 January 2025 3,283
Impairment charges 1
At 30 June 2025 3,284
Net book value
At 30 June 2025 (Unaudited) -
Impairment assessment - Internally developed IM Platform
The Directors considered the continued losses in the current period 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 years,
as impairment indicators and therefore, in accordance to IAS 36 ("Impairment
of Assets"), considered if at 30 June 2025 this intangible asset required
further impairment in relation to the additions made during the period, or if
some of the prior impairment charges could be reversed.
The full going concern statement, set out in note 4 to these unaudited
condensed consolidated interim financial statements, noted there is currently
an absence of a historical recurring track record relating to inventory
monetisation transactions being facilitated by the Group's IM Platform, the
generation of the full range of fees from the use of its IM 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 30 June 2025. 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
30 June 2025 31 December 2024
Unaudited Audited
£ '000 £ '000
Trade receivables 5 82
Other receivables 960 946
Prepayments 17 60
Total trade and other receivables 982 1,088
14 Receivable from related party
30 June 2025 31 December 2024
Unaudited Audited
£ '000 £ '000
Interest receivable from related party - 7
Other related party receivable 25 45
Receivables from related party 25 52
Interest receivable from related party
This balance of £7,000 in the comparative six month period ended 30 June
2024, represents the interest that was receivable from TAG relating to the
late payments to the Company under the Deed of Novation, the purpose of which
was to novate to TAG the amounts due to the Company as a result of the
TradeFlow Restructuring. The amounts were novated 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.
Additionally, the Company has also recognised interest receivable of £448,000
from TAG as at 30 June 2025 (31 December 2024: £270,000) 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 30 June 2025 this interest receivable balance of £448,000 (31 December
2024: £270,000) was fully impaired. This resulted in an impairment charge of
£178,000 recognised in the unaudited statement of comprehensive income in H1
2025 (H1 2024: £nil). 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 24 to these unaudited interim condensed consolidated financial
statements for the six months ended 30 June 2025.
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 30 June 2025 the Group
held an amount receivable from TAG on its balance sheet for the value of
£25,000 (31 December 2024: £45,000). 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 this remains due from TAG to the Group as at 30 June 2025. During the six
month period ended 30 June 2025, an amount of £22,000 had been paid by TAG,
in respect of this balance, through the offset against invoiced amounts owed
by the Group companies to TAG.
15 Trade and other payables
30 June 2025 31 December 2024
Unaudited Audited
£ '000 £ '000
Trade payables 915 820
Other payables 1,096 1,051
Current portion of long-term bank borrowings 269 210
Social security and other payroll taxes 2,184 1,903
Accruals 424 415
Contract liabilities 44 75
Accrued interest payable 22 -
Total trade and other payables 4.954 4,474
16 Borrowings from the Nuburu On-Demand Facility
30 June 2025 31 December 2024
Unaudited Audited
£ '000 £ '000
Borrowings from the Nuburu On-Demand Facility 475 -
Total borrowings from the Nuburu On-Demand Facility 475 -
The above balance relates to the amounts that have been received by the
Company from Nuburu in accordance with the Nuburu On-Demand Facility that was
entered into on 18 March 2025 and then amended on 10 June 2025 and 29 August
2025. The full details of the Nuburu On-Demand Facility are set out in note 3
to these unaudited condensed consolidated interim financial statements. This
amount has been classified within the Group's current liabilities due to the
on-demand repayment features of the facility which include:
- The repayment of the Nuburu On-Demand Facility is, subject to the
receipt of certain Approvals (as defined in note 3 to these unaudited interim
condensed consolidated financial statements), 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;
- Under the amended Nuburu On-Demand Facility, if the Approvals are
not obtained by the Company by 30 June 2026, Nuburu can demand repayment in
cash at any time after this date and the Company is required to provide
security over the intellectual property rights and receivables related to its
Italian subsidiary entities in favour of Nuburu;
- Provided that the Approvals are obtained prior to 30 June 2026,
following the obtaining of the Approvals, Nuburu may demand repayment in part
or in full through the conversion(s) into ordinary shares of the Company.
Nuburu can also demand repayment in cash on or after 31 December 2026;
- The Company can also choose to pre-pay part or all of the
outstanding amount of the Nuburu On-Demand Facility following notice being
provided to Nuburu. Any prepayment can be via the conversion(s) into ordinary
shares of the Company following the Company obtaining the Approvals; and
- At the point in time 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.
Fees totalling £17,500 were incurred in connection with the arrangement of
the Nuburu On-Demand Facility, however these fees were reimbursed to the
Company by Nuburu under the terms of the facility agreement.
As at both 30 June 2025, and the date of release of these interim financial
statements:
a) the full amounts due under Nuburu On-Demand Facility had not been
received from Nuburu;
b) the Company had not obtained any of the Approvals required for this
facility to be repaid via conversion(s) into ordinary shares of the Company;
and
c) the Company has not issued any warrants to Nuburu in connection with
the Nuburu On-Demand Facility.
Interest is accruing daily on the amounts received to date under the Nuburu
On-Demand Facility 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. As at 30 June
2025, the Company had recognised an amount of £13,000 (31 December 2024:
£nil) as interest due in respect of the Nuburu On-Demand Facility. This
amount has been included in the trade and other payables balance within the
Group's statement of financial position as at 30 June 2025.
17 Long-term Borrowings
30 June 2025 31 December 2024
Unaudited Audited
£ '000 £ '000
Non-current portion of long-term bank borrowings 278 364
Total long-term borrowings 278 364
Non-current portion of long-term bank borrowings
During October 2022, the Company announced that its subsidiary, Supply@ME
Technologies S.r.l, had 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 include in the table above
represents the non-current portion of the Banco BPM Facility. The current
portion is set out in note 15 above.
18 Provisions
Post-employment benefits Provision for risks and charges Provision for VAT and penalties Total
£'000 £'000 £'000 £'000
At 31 December 2024 (Audited) 29 226 322 577
Forex retranslation adjustment 2 8 12 22
Carrying amount at 1 January 2025 31 234 334 599
Provided for during the period 6 - - 6
Paid at the end of employment relationships (17) - - (17)
At 30 June 2025 (Unaudited) 20 234 334 588
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 company. This entirely relates to the Italian subsidiary 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
for payment delays in connection with the tax and social security payables
recorded in the Italian subsidiary financial statements which, at the period
end date, are overdue.
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 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 30 June 2025, the Group has included a
provision relating to a potential VAT liability, including penalties, in
respect of these advance payments of £194,000 (31 December 2024: £187,000).
As the underlying currency of this provision is based in Euros the movement
during the current interim period is the result of foreign exchange rate
movements at each respective period 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 30 June 2025, however there is a contingent asset of £139,000 as at 30
June 2025 (31 December 2024: £134,000) 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 30 June
2025, however has been revalued to £140,000 as at 30 June 2025 (31 December
2024: revalued to £135,000).
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 30 June 2025 that meet the criteria for a provision to
be recognised.
19 Share capital
Allotted, called up and fully paid shares
30 June 2025 31 December 2024
Unaudited Audited
No. 000 £ '000 No. 000 £ '000
Ordinary shares of £0.00002 each 71,732,151 1,434 71,732,151 1,434
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 72,019,429 6,199
No new shares were allotted during the six month period ended 30 June 2025.
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.
20 Financial instruments
Financial assets at amortised cost
Carrying value Fair value
30 June 2025 31 December 2024 30 June 2025 31 December 2024
Unaudited Audited Unaudited Audited
£'000 £'000 £'000 £'000
Cash and cash equivalents 17 34 17 34
Trade receivables 5 82 5 82
Receivable from related party 25 52 25 52
Other receivables 958 946 958 946
1,005 1,114 1,005 1,114
Valuation methods and assumptions:
The directors believe due to their short-term nature, the fair value
approximates to the carrying amount.
Financial liabilities at amortised cost
Carrying value Fair value
30 June 2025 31 December 2024 30 June 2025 31 December 2024
Unaudited Audited Unaudited Audited
£'000 £'000 £'000 £'000
Long-term borrowings 547 574 547 574
Borrowing from the Nuburu On-Demand Facility 475 - 475 -
Accrued interest payable 22 - 22 -
Trade payables 915 820 915 820
Other payables 1,096 1,051 1,096 1,051
3,055 2,445 3,055 2,445
Valuation methods and assumptions:
The directors believe that the fair value approximate to their carrying
values.
The Group has no derivative financial instruments as at 30 June 2025 (31
December 2024: £nil) .
21 Financial risk management
Note 22 to the FY24 Annual Report and Accounts includes the Group's
objectives, policies and processes for managing its capital, its financial
risk management objectives, details of its financial instruments and its
exposure to interest rate risk, credit risk, foreign exchange risk and
liquidity risk.
22 Share-based payments
Share warrants issued in connection with the 2024 Equity Subscription
Agreement
On the 14 May 2024, the Company announced it had 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 subscription shares
(the "2024 Equity Subscription Agreement"). Under the 2024 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 2024 Equity Subscription Agreement. This resulted in an obligation for
the Group to issue 450,000,000 new warrants to the UK investment firm (the
"2024 Warrants"). These 2024 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
takeover) to the valuation date.
The total fair value of the 2024 Warrants was £52,000 and this amount has
been fully recognised during the comparative six-month period ended 30 June
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 during the comparative period ended 30 June
2024 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 loans
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 the arrangement with Mercator
during the years ended 31 December 2021 and 2022 was 961,832,433 (the
"Mercator Warrants"). During the year ended 31 December 2024, a total of
522,791,512 of the Mercator Warrants expired prior to being exercised, and an
additional 262,891,764 Mercator Warrants expired during the current interim
six month period ended 30 June 2025. The remaining 176,149,157 Mercator
Warrants expired on the 14 July 2025. There is no impact to the financial
statements as a result of these warrants expiring. There was no movement in
these Mercator Warrants during the comparative interim six month period ended
30 June 2024.
Mercator Warrants that expired during the six month period ended 30 June 2025
Date of issue Number of warrants outstanding Exercise price Expiry date
4 January 2022 77,763,767 £0.00174 4 January 2025
2 February 2022 79,179,799 £0.00171 2 February 2025
4 March 2022 105,948,198 £0.00128 4 March 2025
Total 262,891,764
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 six month
period ended 30 June 2025 (six months ended 30 June 2024: £nil), and none of
these warrants have been converted during the current interim period (six
months ended 30 June 2024: nil converted).
Share warrants issued to Venus Capital under 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 30 June 2025, 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 six month period ended 30 June 2025 (six
months ended 30 June 2024: £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 six month period ended 30 June 2025 (six
months ended 30 June 2024: £nil).
Subsequent to the issue of the Open Offer warrants, and prior to 30 June 2025,
a cumulative amount of 160,091,075 (31 December 2024: 160,091,075) of these
warrants have been converted in exchange for new ordinary shares and as at 30
June 2025 there is a balance of 160,763,933 (31 December 2024: 160,763,933)
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. No Open Offer warrants were exercised and
converted into ordinary shares during the six month period ended 30 June 2025.
Share warrants issued to Venus Capital under 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 ("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 six month period ended 30
June 2023. No further costs have been recognised in the six month period ended
30 June 2025 (six months ended 30 June 2024: £nil).
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 six month period ended 30 June 2025 (six months ended 30 June 2024:
£nil).
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 six month period ended 30 June 2023.
No further amounts have been recognised in the six month period ended 30 June
2025 (six months ended 30 June 2024: £nil).
A summary of the share warrants outstanding as at 30 June 2025 is detailed in
the table below:
Number of warrants outstanding at 30 June 2025 Number of warrants outstanding at 31 December 2024
No. No.
Unaudited Audited
Share warrants issued to Mercator 176,149,157 439,040,921
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 160,763,933 160,763,933
Share warrants issued in connection with May 2024 New Equity Subscription 450,000,000 450,000,000
Agreement
Total 11,211,913,090 11,474,804,854
The movement in the number of share warrants outstanding as at 30 June 2025
compared to 31 December 2024 was the result of the expiry of certain of the
Mercator Warrants as detailed above.
Employee share scheme awards
October 2022 Employee share scheme
On 31 October 2022, the Group awarded an long-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. Full details of these October
2022 share awards including the targets, vesting period and determination of
the fair value at grant date can be found in note 24 to the FY24 Annual Report
and Accounts.
The vesting date of these shares awards was to be 31 October 2025, however the
TSR performance was measured using the average closing mid-market price of a
share over the three month period ended 31 December 2024. As the average
closing mid-market price of a share over a three month period ended 31
December 2024 did not meet the lower of the performance targets set in the
conditions of the October 2022 LTIP awards, none of the share awards will
vest.
These awards would have been equity-settled by award of ordinary shares had
they vested in the future. The share-based payment charge, net of any
adjustments required for leavers, recognised in the condensed consolidated
statement of comprehensive income for the six month period ended 30 June 2025
in relation to the October 2022 employee share scheme options is £1,000 (six
month period ended 30 June 2024: £29,000). As all social security charges
with respect to the share awards would have been the responsibility of the
employee, no expense has been recognised by the Group in respect of these
charges.
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, 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 the 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 two 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 additional holding period
applicable to the share awards issued to the Chief Executive Officer have been
valued using the Finnerty model. Further details of the inputs to the models
used for these May 2023 share awards be found in note 24 to the FY24 Annual
Report and Accounts.
These awards will be equity-settled by award of ordinary shares should the
vesting conditions be met. During 2024, 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
recognised during 2024 to ensure the cumulative amounts charged to
comprehensive income since grant date reflected this judgement. During the
current six month period ended 30 June 2025, the Board concluded that this
judgement was still valid and therefore total share-based payment amount
recognised consolidated statement of comprehensive income for the six month
period to 30 June 2025 in relation to the May 2023 employee share scheme was
only based on the TSR performance condition.
The share-based payment amount, net of any adjustments required for leavers,
recognised in the consolidated statement of comprehensive income for the six
month period to 30 June 2025 in relation to the May 2023 employee share scheme
options was a debit of £1,000 (six month period ended 30 June 2024: a credit
of £14,000). 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.
23 Investments
On 30 June 2023 the Company announced that had entered into relevant binding
commercial agreements to complete the TradeFlow Restructuring. The rationale
behind the completion of the TradeFlow Restructuring is to better serve the
needs of the Group's client companies and funders of both businesses, and to
create value for the Company's shareholders by eliminating any perception of
conflicts of interest between the two businesses and provide both businesses
with greater commercial opportunities through the clear differentiation of
responsibilities of the individual entities.
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 the Buyers.
The fair value of the 19% investment in the equity instruments of TradeFlow
was initially recorded at 30 June 2023 having regard to the accounting
consideration received for the disposal of 81% of the Groups holding in
TradeFlow as adjusted for an appropriate discount for loss of control. Further
details of this calculation are included within note 26 to the FY24 Annual
Report and Accounts.
Subsequent to the initial recognition of the fair value of the 19% investment
in the equity instruments of TradeFlow, at each reporting period, the Board
evaluated the need for further fair value adjustments. During the six month
period ended 30 June 2024, a fair value adjustment of £47,000 was recorded
following on the basis of the movement in TradeFlow's net liabilities between
31 December 2023, and the balance sheet date, being 30 June 2024. As at 31
December 2024, a fair value adjustment of £284,000 was recorded to fully
reverse the remaining fair value of the 19% investment in TradeFlow held on
the balance sheet at this date. As such, there were no fair value adjustments
required during the six month period ended 30 June 2025.
24 Related party transactions
During the six month period to 30 June 2025, 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"), the executive chairman of
Nuburu, as well as holding numerous directorships across companies including
RegTech Open Project plc. As at 30 June 2025, the Group recorded amounts due
to Alessandro Zamboni of £179,000 relating to overdue salary payments and
£5,000 for reimbursement of expenses (31 December 2024: £91,000 relating to
overdue salary and £3,000 for reimbursements). Amounts totalling £69,000
relating to overdue salary has been settled prior to the publication of these
consolidated financial statements.
Independent non-executive directors
As at 30 June 2025, the Group recorded amounts due to the current independent
non-executive directors of £103,000 relating to overdue salary payments (31
December 2024: £64,000). Amounts totalling £90,000 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 30 June 2025 TAG held 22.6% of the total ordinary shares in issued
in Supply@ME Capital plc (as at 31 December 2024: 22.6%).
Following the reverse takeover in March 2020, the Group entered into a Master
Service Agreement with TAG in respect of certain shared service to be provided
to the Group. During the six month period ended 30 June 2025, the Group
incurred expenses of £19,000 (six month period ended 30 June 2024: £23,000)
to TAG in respect of this agreement. Additionally, during the six month
period ended 30 June 2025, the Group also incurred costs of £6,000 from TAG
(six month period ended 30 June 2024: £13,000) in relation certain ICT
services provided.
In relation to the amounts detailed above, as at 30 June 2025 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 2024: £nil);
- an amount of £1,000 (31 December 2024: £nil) had been accrued as
other payables in respect of costs for ICT services provided that had not yet
been invoiced; and
- an amount of £14,000 (31 December 2024: £13,000) had been
accrued as other payables in respect of costs that had been incurred or paid
on behalf of the Group by TAG in prior periods for which invoices were still
to be received as at 30 June 2025.
TAG and TradeFlow Restrucutring
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 of TradeFlow, by way of a debt novation deed ("Deed of Novation"). The
£2,000,000 was to be repaid by TAG to the Company in multiple tranches over
2023 and 2024. As such there was no activity relating to the Deed of Novation
during the six month period ended 30 June 2025. During the comparative six
month period ended 30 June 2024, amounts of £670,000 were received by the
Company from TAG in accordance with the Deed of Novation and as at 30 June
2024 an amount of £102,000 remained outstanding.
The cumulative payment of £2,000,000 received during 2023 and 2024 was paid
through a split of £1,341,000 in cash, £421,000 by way of formal debt
novation agreements with specific suppliers whereby the debt held by the Group
was novated to TAG with no recourse to the Group, and £238,000 by way of
offset against amounts owed by the Group to TAG.
In relation to the Group debt that was novated to TAG in lieu of a cash
payment, as at 30 June 2025 the Group held an amount receivable from TAG on
its balance sheet for the value of £25,000 (31 December 2024: £45,000). 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 30
June 2025.
The Company previously charged 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. As the amount due by TAG
under the Deed of Novation had been fully settled by 31 December 2024, no new
late fees were recognised during the six month period ended 30 June 2025 in
relation to the late payments by TAG of this particular receivable balance
(six month period ended 30 June 2024: £23,000). As at 30 June 2025, no
amounts of late payment interest remained outstanding from TAG in relation to
the Deed of Novation (31 December 2024: £7,000).
TAG Unsecured Working Facility
Under the TAG Unsecured Working Capital facility, TAG was 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, 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.
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. This was agreed to be offset against
the interest receivable due from TAG in relation to late payment of Top-Up
Shareholder Loan Agreement and Deed of Novation.
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 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 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 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 30 June 2025, 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 2024: amount drawn down of £2,042,000). As a result of the
late payment of the amounts drawn down by TAG, the Group recognised an
interest revenue of £178,000 for the six month period ended 30 June 2025 (six
month period ended 30 June 2024: £111,000). As at 30 June 2025, an amount of
£448,000 remained unpaid in relation to the late payment fees of the amounts
drawn down by the Company but currently outstanding under the Top-Up
Shareholder Loan Agreement (31 December 2024: £270,000).
As detailed in note 14, the full outstanding balance of £448,000 in respect
of this late payment interest was impaired as at 30 June 2025 (31 December
2024: £270,000).
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 IM 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 had been
billed in respect of this contract, and no revenues have been recognised as
the two parties had been undergoing discussions regarding the point in time
when the access to the Platform would be activated.
During the comparative six month period ended 30 June 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,
2024 or 2025.
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 six month
periods ended 30 June 2025 and 30 June 2024, no transactions were directly
entered into between the Group and SFE, however it is noted that: ·
· in early January 2024, both the Group and SFE where parties 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 where parties 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 IM transactions that have been facilitated over the Group's Platform.
Nuburu Inc. ("Nuburu")
On 18 March 2025, the Company entered into the new US$5,150,000 Nuburu
On-Demand 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 agreement of this new funding facility has followed the non-performance
under 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 in note 3 to these unaudited condensed consolidated interim
financial statements. As at 30 June 2025, the Company had received amounts
totalling £475,000, the equivalent of US$652,000. Those amounts received
subsequent to 30 June 2025 but prior to the publication of these interim
financial statement are set out in note 25 below. The interest accrued as at
30 June 2025 as payable in respect of the Nuburu On-Demand Facility was
£13,000 (31 December 2024: £nil).
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"). The legally binding actions by the Company under the Heads of Terms
are also set out in note 3 to these unaudited condensed consolidated interim
financial statements.
25 Events occurring after the reporting period
Nuburu On-Demand Facility
Subsequent to 30 June 2025, the Company received the following amounts from
Nuburu under the Nuburu On-Demand Facility:
· US$300,000 was received on 2 July 2025; and
· US$2,000,000 was received on 17 September 2025.
As set out above, the Company and Nuburu entered into a second amendment to
the Nuburu On-Demand Facility on 29 August 2025, which amended the following
key terms:
1) The remaining total amount of US $2,198,000 is due on or before 31
October 2025.
2) The date by which the Approvals must be obtained by the Company was
extended 30 June 2026. If the Approvals are not obtained by 30 June 2026,
Nuburu can demand repayment in cash, and the Company is required to provide
security over the intellectual property rights and receivables related to its
Italian subsidiary entities in favour of Nuburu.
3) The date which Nuburu can demand repayment in cash provided that the
Approvals are obtained prior to 30 June 2026 was extended to 31 December 2026.
Cautionary Statement
These Interim Results have been prepared in accordance with the requirements
of English Company Law and the liabilities of the Directors in connection with
these Interim Results shall be subject to the limitations and restrictions
provided by such law.
These Interim Results are prepared for and addressed only to the Group's
shareholders as a whole and to no other person. The Group, its Directors,
employees, agents, or advisers do not accept or assume responsibility to any
other person to whom these Interim Results are shown or into whose hands it
may come, and any such responsibility or liability is expressly disclaimed.
These Interim Results contain forward looking statements, which are
unavoidably subject to risk and uncertainty because they relate to events and
depend upon circumstances that will occur in the future. It is believed that
the expectations set out in these forward-looking statements are reasonable,
but they may be affected by a wide range of variables which could cause future
outcomes to differ from those foreseen. All statements in these Interim
Results are based upon information known to the Group at the date of this
report. Except as required by law, the Group undertakes no obligation to
publicly update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR PKNBQDBDBPKD
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Supply@Me Capital
See all newsREG - Supply@ME Capital - H1 2025 unaudited interim report and accounts
AnnouncementREG - Supply@ME Capital - 2024 Annual Report and Accounts
AnnouncementREG - Supply@ME Capital - Delay in publication of the H12025 interim results
AnnouncementREG - Supply@ME Capital - Funding update
AnnouncementREG - Supply@ME Capital - Funding update
Announcement