REG - Ora Technology PLC - Annual Results and Notice of AGM
31/01/2025 08:15
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RNS Number : 3661V Ora Technology PLC 31 January 2025
31 January 2025
The information contained within this announcement is deemed by the Company to
constitute inside information stipulated under the Market Abuse Regulation
(EU) No. 596/2014, as retained as part of the law of England and Wales.
Upon the publication of this announcement via the Regulatory Information
Service, this inside information is now considered to be in the public domain.
Ora Technology PLC
("Ora" or "the Company"")
Annual results and Notice of AGM
Ora Technology PLC (AQSE: ORA), announces its audited results for the period
ended 31 July 2024. The full Annual Report of the Company will be available on
the Company's website: https://plc.oracarbon.com/
(https://plc.oracarbon.com/)
Comments from Michael Edwards, Executive Chairman of Ora:
During the course of the year, the Carbon Credits trading platform was
completed on time and on budget. However, it became apparent that the retail
demand for traded carbon credits was not sufficiently developed to sustain the
Company at this time. We remain confident that carbon credit trading will form
an important part of retail investment portfolios in the future but not at the
moment. Furthermore, changes in the political landscape, particularly in the
USA, suggest that the regulatory environment for carbon credit offsets will
not strengthen as was anticipated.
As such, when the Company was approached by Kondor AI plc, the Board of the
Company decided that the best route to significant investor returns was to
enter into a transaction with Kondor AI plc whereby the Company's shareholders
would receive shares in Kondor AI plc in exchange for their Company shares.
Furthermore, there is the opportunity to list the enlarged entity onto one of
the London Markets.
This transaction is underway and the Company, along with Kondor AI plc has
made numerous public announcements in that regard. Whilst there can be no
guarantee that the transaction will complete, we believe that this is the most
value accretive route for the Company to take on behalf of its shareholders.
Notice of AGM
The Company further announces that it will hold its Annual General Meeting
('AGM') at 1:30 p.m. GMT on 25 February 2025, at the offices of Fladgate LLP,
16 Great Queen Street, London WC2B 5DG.
Further details on the arrangement for this year's AGM are set out in the
Notice of AGM, which together with the Form of Proxy, will be posted to
shareholders today. The Notice of AGM will shortly also be available on the
Company's website.
The Directors of Ora accept responsibility for this announcement.
This announcement may contain "forward-looking" statements and information
relating to the Company. These statements are based on the beliefs of Company
management, as well as assumptions made by and information currently available
to Company management. The Company does not undertake to update
forward‐looking statements or forward‐looking information, except as
required by law.
For further information please contact:
Ora Technology plc
Mike Edwards Via First Sentinel
First Sentinel (Corporate Adviser)
Brian Stockbridge Brian@first-sentinel.com (mailto:Brian@first-sentinel.com)
+44 (0) 20 3855 5551
Clear Capital Markets (Broker)
Bob Roberts +44 (0) 20 3869 6080
Ora Technology PLC
Chairman's Corporate Governance Statement
For the year ended 31 July 2024
As Chairman of the Board of Directors of Ora Technology PLC (the Company), it
is my responsibility to ensure that the Company has sound corporate governance
and an effective Board and committees. The Company is an AQUIS listed company
with an online platform named "Ora Carbon".
The Company has adopted the principles of the Quoted Companies Alliance
Corporate Governance Code (QCA Code) for small and mid-size quoted companies.
The QCA Code identifies ten principles that they consider to be appropriate
arrangements and asks companies to provide an explanation on how they are
meeting the principles. The Board considers that the Company complies with the
QCA Code so far as it is practicable having regard to the size, and complexity
of the Company and its business.
These disclosures are set out on the basis of the current Company and the
Board highlights where it has departed from the Code presently.
The following paragraphs set out the Company's compliance with the 10
principles of the QCA code. This information is reviewed monthly and updated
on the Company's website.
1. Establish a strategy and business model which promotes long-term
value for shareholder's
The Company's strategy and business model were established and set out in the
Company's IPO Admission Document. The strategy is reviewed, assessed and
revised at Board meetings as required.
The Board considers that the key challenge in executing the Company's plan is
the relatively immature market in carbon credits and as such has taken the
strategic decision to enter into a transaction with Kondor AI plc whereby
Kondor AI plc will purchase the entire share capital of the Company.
The Board intends to deliver shareholder returns through capital appreciation.
Challenges to delivering strategy, long-term goals and capital appreciation
are an uncertainty in relation to organisational, operational, financial and
strategic risks, all of which are outlined in the Risk Management section
below, as well as steps the Board takes to protect the Company by mitigating
these risks and secure a long-term future for the Company.
2. Seek to understand and meet shareholder needs and expectations
The Company is committed to communicating openly with its shareholders to
ensure that its strategy, business model and performance are clearly
understood. The principal forms of communication are the Annual Report and
Accounts, full and half-year announcements, trading updates, other Regulatory
News Service announcements and its website.
The Company also maintains a dialogue with shareholders through Annual General
Meetings, which provides an opportunity to meet, listen and present to
shareholders, and shareholders are encouraged to attend in order to express
their views on the Company's business activities and performance.
External PR advisors have been appointed but there is only limited broker or
analyst coverage at this stage. The Company's website is kept updated and
contains details of relevant developments and has a facility for questions to
be addressed to the Company and it is the Board's commitment that all
reasonable questions are answered promptly.
Michael Edwards is the shareholder liaison and his contact details are on all
announcements made by the Company.
3. Take into account wider stakeholder and social responsibilities and
their implications for long-term success
The Company's business model identifies the key resources and relationships on
which the business relies, and the sustainability of the business is
safeguarded by the systems the Company has in place that demand open dialogue
and creating a mutually beneficial relationship. The Company is committed to
being honest and fair in all its dealings with its partners, contractors,
suppliers and key stakeholders and encourage the same in return.
The key resource on which the Company relies is the collective experience of
the Directors. All employees within the Company are valued members of the
team, and the Board seeks to implement provisions to retain and incentivise
all its employees. The Company offers equal opportunities regardless of race,
gender, gender identity or reassignment, age, disability, religion of sexual
orientation.
In terms of its shareholders, the Company aims to provide transparent and
balanced information to encourage support and confidence in the Board's
approach.
The Company recognises its environmental responsibilities and is committed to
minimising its environmental footprint through sustainable sourcing and
reducing energy consumption.
The Board recognises that the long-term success of the Company is reliant upon
the efforts of its stakeholders and has close ongoing relationships with a
broad range of its stakeholders.
4. Embed effective risk management, considering the opportunities and
threats, throughout the organisation
The Board recognises the need for an effective and well-defined risk
management process and it oversees and regularly reviews the current risk
management and internal control mechanisms.
The risk assessment matrix below sets out and categorises key risks and
outlines the mitigating actions which are in place. This matrix is updated as
changes arise in the nature of risks or the mitigating actions implemented,
and the Board reviews these on a regular basis. The Company has identified the
principal risks to the Company achieving its objectives as follows:
Risk Potential Impact Mitigation
Slower development of the market in Carbon Credits Revenue growth slower than anticipated Board has decided to enter into a transaction with Kondor AI plc whereby
Kondor AI plc will purchase the entire share capital of the Company.
Following the acquisition by Kondor AI Plc, synergies and opportunities as Value creation slower than anticipated The two Companies are working together to identify synergies and opportunities
anticipated may not be available the transaction would offer and will combine their expertise to drive
innovation, increase market presence and deliver greater value to
stakeholders.
Fast moving AI landscape AI products being obsolete before they get to the market The Board will monitor the intended market, adapting its approach and products
as necessary and continue to look for opportunities for best use of Ora
Platform combined with the AI technology offered by Kondor and the speed at
which new products can be developed.
Technology platform suffers attempted hacking attack Compromised information on the platform Board will maintain the most rigorous anti-phishing, anti-hacking protocols
and procedures
The Board considers that an internal audit function is not considered
necessary or practical due to the size of the Company and the day-to-day
control exercised by the Directors. However, the Board will monitor the need
for an internal audit function. The Board has established appropriate
reporting and control mechanisms to ensure the effectiveness of its control
systems.
Dealings in the Company's shares are monitored and any dealings must first be
approved by the Chairman.
5. Maintain the board as a well-functioning, balanced team led by the
Chair
The Board recognises the QCA recommendation for a balance between Executive
and Non-Executive Directors and the recommendation that there be at least two
Independent Non-Executives. Given the size of the company it is considered
that two executive and one non-executive directors is sufficient. This will be
kept under review as the company grows.
The Board consists of three directors, the Chairman, the Finance Director and
one non-executive Director. The Board maintains that the Board's compositions
will be frequently reviewed as the Company develops.
The Company has in place two committees: Audit and Risk Committee and
Remuneration Committee.
The Directors of the Company are committed to sound governance of the business
and each devotes sufficient time to ensure this happens. The Board meets no
less than 4 times per year and at least two committee meetings. Board meetings
cover regular business, investments, finance and operations. The Chairman
prepares the board agenda and circulates relevant documents. The Chairman is
responsible for ensuring that relevant and accurate information is supplied
for all board and committee meetings.
6. Ensure that between them the Directors have the necessary
up-to-date experience, skills and capabilities
The Company believes that the Board as a whole has significant experience in
the financial services industry and in investments.
The Board believes they have the requisite mix of skills and experience to
successfully execute the business strategy in order to meet the Company's
objectives.
Michael Edwards, Executive Chairman
Michael (Mike) Edwards has started and invested in technology companies for
over 20 years. Mike invests in smart people with big ideas, and thrives on
helping other entrepreneurs turn a napkin sketch into a prosperous business.
He has invested in more than 40 technology startups including Punch'd, which
was sold to Google, Summify, which was acquired by Twitter, Wander, which was
acquired by Yahoo, AreaConnect, which was sold to Marchex, Wylie Interactive,
which was acquired by Zynga, and PasswordBox, which was acquired by Intel.
Mike is actively involved in growing and supporting the startup community and
connecting local entrepreneurs with the right investors, mentors and
influencers in Silicon Valley, New York, Europe and Asia. Mike co-founded
Growlab, a seed stage accelerator focussing on consumer facing digital
products, which later merged with Extreme Startups to create Canada's Highline
accelerator, and co-founded and is a board member of Creative Labs, a venture
capital backed startup foundry that builds consumer technology companies by
leveraging the Creative Artist Agency's access to talent and audience.
Mike was the co-founder and president of Argo Blockchain PLC, a company
established to provide cryptocurrency mining services and which was admitted
to the Official List (by way of a Standard Listing) and to trading on the
London Stock Exchange's Main Market for listed securities in August 2018.
Mike was also the co-founder of Guild Esports PLC the first esports business
to be admitted to trading on the Main Market; Cellular Goods PLC, the first
producer of biosynthetic cannabinoids to join the London Stock Exchange; and
NFT Investments PLC, the first publicly traded vehicle for the new NFT asset
class.
Nicholas Lyth, Finance Director
Nicholas Lyth is a UK based, experienced board director and qualified
accountant with over five years' experience advising a number of quoted
companies including AIM listed companies Univision Engineering Ltd, Altona
Energy PLC and Taihua PLC. Prior to his recent public company experience, Mr.
Lyth was Group Finance and Purchasing Director of Belle Group, a manufacturer
of engineering equipment operating across Europe, the US and Asia. He was also
Head of Finance at Fothergill Group, a UK manufacturer of technical industrial
fabrics, between 1996 and 2003. In his early career, Nicholas was a management
accountant at Courtaulds PLC and Rotunda PLC.
Jonathan Hives, Non-Executive Director
Jonathan's passion for financial services dates back to his university days,
where he studied B.A. (Hons) Finance and Investment Management. At the age of
23 he left the UK to begin his journey in International Financial Planning,
and having lived and worked in three continents, he has first-hand experience
when it comes to cross border financial planning. Over the last 12 years he
has built up invaluable experience by advising high net worth individuals and
family estates, practising all areas of wealth and succession planning.
Jonathan prides himself on the service he provides, which is highly
personalised, proactive and bespoke to his clients' objectives. He is an
active member of the Chartered Insurance Institute, where he holds the Diploma
in Financial Planning. In addition, he holds Certificates in i) Discretionary
Investment Management, ii) Financial Services and iii) Life and Pensions. He
is also qualified as an Investment Adviser in the United States (Series 65)
from his time working in New York.
Board composition is always a factor for contemplation in relation to
succession planning. The Board will seek to take into account any Board
imbalances for future nominations, with areas taken into account including
board independence and gender balance. The Company considers that at this
stage of its development and given the current size of its Board, it is not
necessary to establish a formal Nominations Committee. Instead, appointments
to the Board are made by the Board as a whole. This position however, is
reviewed on a regular basis by the Board.
7. Evaluate Board performance based on clear and relevant objectives,
seeking continuous improvement
The Directors consider that the Company and Board are not yet of a sufficient
size and complexity for a full Board evaluation to make commercial and
practical sense. The Board acknowledges that it is non-compliant with its
processes to evaluate the performance of the Board. As the Company grows it is
expected that the Board will need to expand and with this, Board evaluation
will be required.
In view of the size of the Board, the responsibility for proposing and
assessing candidates to the Board as well as succession planning is retained
by the Board. All Directors will submit themselves for re-election at AGMs at
regular intervals.
8. Promote a corporate culture that is based on ethical values and
behaviours
The Board believes that by acting ethically and promoting strong core values
it will gain a reputation for honesty and that this will attract business and
help the long-term objectives of the Company. As such the Board adopts an open
approach to all investors, investment opportunities and all its advisors and
service providers.
The Board further considers the activities of and persons involved with
potential investee companies as part of its due diligence
processes.
The Board places great importance on the responsibility of accurate financial
statements and auditing standards comply with Auditing Practice Board's
(APB's) and Ethical Standards for Auditors. The Board places great importance
on accuracy and honesty, and seeks to ensure that this aspect of corporate
life flows through all that the Company does.
A large part of the Company's activities is centred upon an open and
respectful dialogue with stakeholders. The Directors consider that the Company
has an open culture facilitating comprehensive dialogue and feedback. The
Board maintains that as the Company grows it intends to maintain and develop
strong processes which promote ethical values and behaviours across the
Company.
The Company has adopted a code for Directors' dealings appropriate for a
company whose shares are admitted to trading on AQUIS and takes all reasonable
steps to ensure compliance by the Board of Directors.
9. Maintain governance structures and processes that are fit for
purpose and support good decision-making by the Board
The Board is committed to, and ultimately responsible for, high standards of
corporate governance and notes the departure from the Code in terms of
independence on the Board. The Board reviews the Company's corporate
governance arrangements regularly and expect these to evolve over time, in
line with the Company's growth. The Board delegates responsibilities to
Committees and individuals as it sees fit.
It is the role of the Chairman to manage the Board and advise its conduct.
The Chairman is responsible for the day to day management of the Company's
activities.
The matters reserved for the Board are:
a) Defining the long-term strategy for the Company.
b) Approving all major investments.
c) Approving any changes to the Capital and debt structure of the
Company.
d) Approving the full year and half year results and reports.
e) Approving resolutions to be put to the AGM and any general meetings
of the Company.
f) Approving changes to the Advisory team.
g) Approving changes to the board structure.
The Board delegates authority to the Audit and Risk Committee and the
Remuneration Committee, to assist in meeting its business objectives and the
Committees meet independently of Board meetings. The membership of each
Committee is listed below.
Audit and Risk Committee
The Audit and Risk Committee consists of Jonathan Hives (Chair) and Nicholas
Lyth. The Committee meets at least twice a year and more frequently if
required. The Committee is responsible for monitoring the quality of internal
controls, ensuring the financial performance of the Company is being properly
reported on and monitored, meeting with the auditors and reviewing reports
from the auditors relating to accounting and internal controls.
The Committee is also responsible for keeping under review the categorisation,
monitoring and overall effectiveness of the Company's risk assessment and
internal control processes.
Remuneration Committee
The Remuneration Committee consists of Michael Edwards (Chair) and Jonathan
Hives. The Committee reviews the performance of the Executive Directors, sets
the scale and structure of their remuneration and reviews the basis of their
service agreements with due regard to the interests of the shareholders. The
Remuneration Committee will also make recommendations concerning the
allocation of share options to Directors and employees, if appropriate. No
Director is permitted to participate in discussions concerning their own
remuneration. The remuneration and terms of appointment of Non-Executive
Directors are set by the Board as a whole. In exercising this role, the
members of the Remuneration Committee regard the recommendations put forward
in the QCA Code and, where appropriate, the UK Corporate Governance Code
guidelines.
The Board, ensures that procedures, resources and controls are in place to
ensure that AQSE Growth Market Access Rulebook compliance by the Company is
operating effectively at all times and that the executive directors are
communicating effectively with the Company's AQSE Corporate Adviser regarding
the Company's ongoing compliance with the AQSE Growth Market Access Rulebook
and in relation to all announcements and notifications and potential
transactions.
No payments for loss of office were made during the year ended 31 July 2024
(2023: £Nil). Details of Directors interests and remuneration are disclosed
in the Director's report and Note 4 to the financial statements respectively.
10. Communicate how the Company is governed and is performing by maintaining
a dialogue with shareholders and other relevant stakeholders
The Board is committed to maintaining effective communication and having
constructive dialogue with its stakeholders. All shareholders are encouraged
to attend the Company's Annual General Meeting and the Board discloses the
result of General Meetings by way of announcement.
The Company's website includes all historic Annual Reports, results
announcements and presentations, and other governance-related material. These
can be found in the Investor Relations section. This section of the website
also includes the results of all AGMs.
Information on the Investor Relations section of the Company's website is
updated and contains details of relevant developments, regulatory
announcements, financial reports and shareholder circulars.
Michael Edwards
Executive Chairman
30 January 2025
Ora Technology PLC
Strategic Report
For the year ended 31 July 2024
The Directors present their strategic report for the year ended 31 July 2024.
Review of Business
The Company is at an early stage of operation and was admitted to the Access
segment of the Aquis Stock Exchange Growth Market on 20 July 2023.
The main business activity for the financial year was the development of the
Ora Platform. Subsequent to the year end, the Company entered into non-binding
heads of terms with Kondor AI plc whereby Kondor AI plc would acquire the
entire share capital of the Company and the 'enlarged' entity would seek to
list onto one of the London Markets.
The results show a loss for the year of £916,549 (8 months ended 31 July
2023: loss of £724,882) with total Net Assets at 31 July 2024 of £201,183
(31 July 2023: £1,117,732), of which £58,169 (31 July 2023: £1,036,994) was
in the form of cash & cash equivalents.
Key Performance Indicators
The Board monitors the activities and performance of the Company on a regular
basis. The indicators set out below will be used by the Board to assess
performance.
The main KPI for the Company is as follows:
· Cash flow in the year
Principal risks and uncertainties
Early-stage technology companies present an opportunity for potentially high
returns but at the same time these companies are pre revenue and their
business models may not prove to be as successful as hoped.
The Company's primary risk is that there is no guarantee that the potential
transaction with Kondor AI Plc will complete and that the listing of the
'enlarged' entity onto one of the London Markets and the accompanying fund
raise by Kondor AI Plc of an amount necessary for the enlarged entity's
development will take place.
FUTURE DEVELOPMENTS AND STRATEGY
Subsequent to the year end, the Company entered into non-binding heads of
terms with Kondor AI Plc and the Board anticipates that its entire share
capital would be acquired by Kondor AI plc and that the enlarged entity would
list on one of the London Markets. The Companies are working together to
identify the synergies and opportunities the proposed transaction would bring
as Ora's platform has the technical infrastructure and compliance features
while Kondor AI Plc brings the users and advanced AI applications that can
immediately populate the marketplace and attract other artificial intelligence
('AI') developers.
Promotion of the Company for the benefit of the
members as a whole
The Director's believe they have acted in the way most likely to promote the
success of the Company for the benefit of
Its members as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
• Consider the likely consequences of any decision in the long
term,
• Act fairly between the members of the Company,
• Maintain a reputation for high standards of business conduct,
• Consider the interests of the Company's employees,
• Foster the Company's relationships with suppliers, customers
and others, and
• Consider the impact of the Company's operations on the
community and the environment.
The following paragraphs summarise how the
Directors fulfil their duties:
Stakeholders of the Company include employees, shareholders, customers,
suppliers, creditors of the business and the community in which it operates.
The Directors, both collectively and individually, consider that they have
acted in good faith to promote the success of the Company for the benefit of
its Stakeholders as a whole (having regard to the matters set out in s172 of
the Act) in the decisions taken during the period.
To ensure that the Board take account of the likely consequences of their
decisions in the long term, they receive regular and timely information on all
the key areas of the business including financial performance, operational
matters, health and safety, environmental reports, risks and opportunities.
The Company's performance and progress is also reviewed regularly at Board
meetings.
The Directors' intentions are to behave responsibly towards all stakeholders
and treat them fairly and equally, so that they all benefit from the long-term
success of the Company.
The Directors have overall responsibility for determining the Company's
purpose, values and strategy and for ensuring high standards of governance.
The primary aim of the Directors is to promote the long-term sustainable
success of the Company, generating value for stakeholders and contributing to
the wider society. In the future, the Board will continue to review and
challenge how the Company can improve its engagement with its stakeholders.
Strong relationships with suppliers are maintained, including by seeking to
pay suppliers within their agreed terms at all times.
The Directors take environmental matters into deep consideration as part of
their decision-making process and strive to be a responsible member of the
wider community, minimising the Company's impact on the environment wherever
possible.
DIVERSITY
Currently, the Company has not recruited any staff members other than the
Directors and as such the company has not converted these principles into a
formal policy. The Board will continue to monitor this. Overall, of our 3
Directors, all are male.
ON BEHALF OF THE BOARD:
Nicholas Lyth
Director
30 January 2025
Ora Technology PLC
Directors' Report
For the year ended 31 July 2024
The Directors present their report together with the audited financial
statements for the year ended 31 July 2024.
Results and dividends
The trading results for the year ended 31 July 2024 and the Company's
financial position at that date are shown in the attached financial
statements.
The Directors do not recommend the payment of a dividend for the year (8
months ended 31 July 2023: £ Nil).
Principal activities and review of the business
The principal activity of the Company is the development and operation of an
online platform named "Ora Carbon", on which users will be able to buy, sell
and retire carbon credits. However, as disclosed in the Chairman's statement,
the retail demand for traded carbon credits is not sufficiently developed to
sustain the Company at this time and as such when the Company was approached
by Kondor AI plc, the Board of the Company decided that the best route to
significant investor returns was to enter a transaction with Kondor AI plc.
A review of the business is included within the Chairman's Statement and
Strategic Report.
Comparative information
The comparative figures are for the 8 months ended 31 July 2023.
Directors serving during the financial year
Michael Edwards
Nicholas Lyth
Jonathan Hives
Directors interests
The Directors at the date of the financial statements who served, and their
interest in the ordinary shares of the Company, are as follows:
Year ended 8 months ended
31 July 2024 31 July 2023
Ordinary shares Share warrants held Ordinary shares Share warrants held
Michael Edwards* 58,000,000 20,000,000 58,000,000 20,000,000
Nicholas Lyth 2,001,000 7,000,000 2,001,000 7,000,000
Jonathan Hives - 3,000,000 - 3,000,000
*All holdings by Michael Edwards are in the name Marallo Holdings Inc. which
is controlled by the Director
Significant shareholders
As at 30 January 2025, so far as the Directors are aware, the parties (other
than the interests held by Directors) who are
directly or indirectly interested in 3% or more of the nominal value of the
Company's share capital is as follows:
Number of Percentage of issued share capital
Ordinary shares
Crowdform Ltd 16,556,325 7.89%
Fidelio Partners Pte 12,000,000 5.72%
Toro Consulting Ltd 12,000,000 5.72%
California Two Pizza Ventures Inc 12,000,000 5.72%
Brian Stockbridge 10,000,000 4.76%
Political donations
The Company did not make any political contributions in the year ended on 31
July 2024 (2023: £Nil).
Related party transactions
Related party transactions and relationships are disclosed in note 15.
Going concern
The Company's business activities, together with the factors likely to affect
its future development, financial performance and position have been assessed
by management. The financial position of the Company, its cash flows and
liquidity position are presented in the Annual Report and Financial
statements. In addition, note 13 to the financial statements includes the
Company's objectives, policies, and processes for managing its capital, its
financial risk management objectives and its exposures to risk.
As at 31 July 2024, the Company's current liabilities exceed the current
assets by £31,865. As part of the going concern assessment, the Directors
have considered the implications of the potential transaction with Kondor AI
Plc whereby Kondor AI Plc purchases the entire share capital of the Company
and the 'enlarged' entity lists onto one of the London Markets. In parallel
with this transaction, it is anticipated that there will be a fundraise by
Kondor AI Plc of an amount sufficient to enable the 'enlarged' entity to
continue in operational existence for the period to at least 31 January 2026.
However, as disclosed in the strategic report, there can be no guarantee that
the potential transaction will complete and that the parallel fundraise will
take place and since the Company's future plans are largely reliant on the
successful outcome of the matters set out herein, there exists a material
uncertainty as to the Company's ability to continue as a going concern.
Energy and Carbon Reporting (SECR)
The Company is a low energy user and as such is exempt from reporting under
these regulations.
The Company currently has no process for identifying and assessing
climate-related risks and opportunities given they are not deemed material to
the Company. The Board will keep the assessment of climate related financial
disclosures under regular review as part of any plan to move towards
commercial activity.
Post balance sheet events
Post balance sheet events are disclosed in note 17.
Provision of information to Auditor
In so far as each of the Directors are aware at the time of approval of the
report:
• there is no relevant audit information of which the Company's
auditor is unaware; and
• the Directors have taken all steps that they ought to have
taken to make themselves aware of any relevant audit information and to
establish that the auditor is aware of that information.
Auditor
HaysMac LLP have expressed their willingness to continue as auditor and a
resolution to re-appoint HaysMac LLP will be proposed at the Annual General
Meeting.
On behalf of the Board of Directors
Nicholas Lyth
Director
30 January 2025
Ora Technology PLC
Statement of Directors' Responsibilities
For the year ended 31 July 2024
Directors' responsibilities
The Directors are responsible for preparing the Annual report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the
Company financial statements in accordance with International Financial
Reporting Standards (IFRS) as adopted by the United Kingdom, in conformity
with the requirements of the Companies Act.
The financial statements are required by law and IFRS adopted by the United
Kingdom to present fairly the financial position and performance of the
Company; the Companies Act 2006 provides in relation to such financial
statements that references in the relevant part of that Act to financial
statements giving a true and fair view and references to their achieving a
fair presentation.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for that
period.
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are reasonable
and prudent;
• state whether applicable IFRS adopted by the United Kingdom in
conformity with the requirements of the Companies Act, have been followed
subject to any material departures disclosed and explained in the financial
statements; and
• prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the annual report and the financial
statements are made available on a website. Financial statements are published
on the Company's website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial statements, which may
vary from legislation in other jurisdictions.
The maintenance and integrity of the Company's website is the responsibility
of the Directors. The Directors' responsibility also extends to the ongoing
integrity of the financial statements contained therein.
Independent Auditor's Report to the Members of
Ora Technology PLC
Opinion
We have audited the financial statements of Ora Technology Plc (the 'Company')
for the year ended 31 July 2024 which comprise the Statement of comprehensive
income, the Statement of Financial Position, the Statement of changes in
equity, the Statement of cash flows and notes to the financial statements,
including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation
is applicable law and UK adopted International Financial Reporting Standards
(IFRSs).
In our opinion, the financial statements:
· give a true and fair view of the state of the Company's affairs
as at 31 July 2024 and of its loss for the year then ended;
· have been properly prepared in accordance with UK adopted IFRSs;
and
· have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report.
We are independent of the Company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard as applied to listed entities, and we
have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
looked at where the directors made subjective judgements, for example in
respect of significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain. As in all of our
audits, we also addressed the risk of management override of controls,
including evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud. We tailored the
scope of our audit to ensure that we performed enough work to be able to give
an opinion on the financial statements as a whole, taking into account the
structure of the Company, the accounting processes and the industry in which
it operates. Our audit consisted principally of substantive tests of detail as
this was deemed the most efficient and effective way of amassing sufficient
reliable audit evidence.
Material uncertainty related to going concern
We draw attention to Note 1 in the financial statements, which indicates that
the Company's ability to continue as a going concern is dependent on the
outcome of the potential transaction with and a further capital market fund
raise by Kondor AI Plc. As stated further in the note, these conditions, and
uncertain future events, along with other matters as set forth therein,
indicate that a material uncertainty exists that may cast significant doubt on
the Company's ability to continue as a going concern. Our opinion is not
modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Our evaluation of the directors' assessment of the Company's ability to
continue to adopt the going concern basis of accounting included:
· Reviewing, assessing and discussing management's assessment of
the Company's ability to remain a going concern;
· Reviewing and understanding the cash flow forecasts of Kondor AI
Plc for the period to end of January 2026 which are a key element of
management's going concern assessment; and
· Assessing and challenging the inputs and judgements made in the
preparation of the cash flow forecasts for the period to end of January 2026;
and
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report. However,
because not all future events or conditions can be predicted, this statement
is not a guarantee as to the Company's ability to continue as a going concern.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on:
· the overall audit strategy,
· the allocation of resources in the audit; and
· directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
In determining the key audit matters we considered the:
· Areas of higher risks of material misstatement or significant
risks identified in accordance with ISA (UK) 315
· Significant audit judgements on financial statement line items
that involved significant management judgement such as accounting estimates,
and
· The impact of significant events and transactions during the
period covered by the audit.
In addition to the matter described in the Material uncertainty related to
going concern section, we have determined the matters described below to be
the key audit matters to be communicated in our report.
The following table summarises the key audit matters we have identified and
rationale for their identification together with how we responded to each in
our audit and our key observations.
Risk magnitude key
New risk Identified in the prior year
Key audit matter How we addressed the key audit matter in the audit
Presumed risk of management override We have analysed the journals made in the year to identify any significant,
unusual or unexpected journal postings.
We are required to consider and respond to the risks arising from management
override of controls. We have undertaken the following procedures (but not limited to) to address
the risk arising from management override of controls:
· Documented, reviewed and assessed the systems and controls
The risk of misappropriation of assets and the risks of misrepresentation of implemented around posting of journals and considered any weaknesses which
financial information. could lead to management override;
· Reviewed and tested a sample of journal entries made as part of the
year-end financial reporting process and those made in the year. Where
Management is in a unique position to manipulate accounting records and considered necessary, we made further inquiries regarding any seemingly
prepare fraudulent financial statements by overriding controls that otherwise inappropriate or unusual journal or other adjustments and tested those where
appear to be operating effectively. Although the level of risk of management relevant;
override of controls will vary from entity to entity, the risk is nevertheless
present in all entities. Due to the unpredictable way in which such override · Assessed the appropriateness of accounting for significant
could occur, it is a risk of material misstatement due to fraud and thus a transactions; and
significant risk on all audits. Our audit methodology incorporates the risk of
management override as a default significant risk. · We have considered and reviewed journals posted around areas
requiring judgement or estimates and tested the appropriateness of journals
posted and the judgements and estimates made by management.
Key observations: Based on the procedures performed and for the samples selected, we have not
come across any seemingly unusual or unauthorised journals without a valid
business purpose and any indications of management override.
Impairment of capitalized software development costs We have undertaken the following procedures (but not limited to) to address
the risk arising from impairment of capitalised software development costs:
· During the audit for the period ended 31 July 2023, we satisfied
There is a risk that these costs are impaired resulting in overstatement of ourselves as to the recognition and measurement criteria in line with IAS-38.
the intangible assets and understatement of the loss for the year. We also obtained evidence to satisfy ourselves of the computation of such
capitalised costs and noted no exceptions. Further, no additions have been
made during the year ended 31 July 2024;
Given the estimates and judgments involved in conducting impairment reviews, · Checked that the amortisation charge for the year has been computed
there is a risk that capitalised development costs may be materially misstated correctly from the time the asset is 'ready' and 'available for use' using
as the asset is not fully recoverable. straight line method in line with the accounting policy for Intangible Assets
with finite lives over the useful economic life;
· Obtained management's impairment assessment paper which has been
prepared using the guidance under IAS 36 and reviewed the appropriateness and
challenge management on any key assumptions or judgements. The audit team
concurs with management assessment that no impairment indicators have been
noted and accordingly no 'quantified' impairment test to assess the
recoverable amount is required; and
· Reviewed the appropriateness of the disclosures in the financial
statements to ensure these are in line with IAS 38.
Key observations: Based on procedures performed, we concur with management assessment and
conclude that Intangible Assets at 31 July 2024 is fairly stated.
The table below shows our judgement of the magnitude and likelihood of key
audit matter risk:
Our application of materiality
The scope and focus of our audit were influenced by our assessment and
application of materiality. We define materiality as the magnitude of
misstatement that could reasonably be expected to influence the readers and
the economic decisions of the users of the financial statements. We use
materiality to determine the scope of our audit and the nature, timing and
extent of our audit procedures and to evaluate the effect of misstatements,
both individually and on the financial statements as a whole.
Overall materiality - An 'activity based' measure is considered as the
appropriate basis of setting overall materiality. Overall materiality has been
based on 2% of 'total expenditure' which is a different basis to that used in
the previous year and set at £16,800 (FY23: £50,000). We consider 'total
expenditure' as an appropriate basis of materiality as this is a significant
balance in the income statement which is also a key focus of the users of the
financial statements as the intention is to control costs and that there is no
revenue earned during the year.
Performance materiality - Performance materiality was set at 70% of overall
materiality, being £11,760 (FY23: £25,000). Our performance materiality was
increased from 50% used in the previous year as it was considered appropriate
to address the likelihood and magnitude of corrected and uncorrected
misstatements.
Reporting threshold - The reporting threshold to the audit committee was set
as 5% of overall materiality, being £840 (FY23: £2,500). If, in our opinion
differences below this level warranted reporting on qualitative grounds, these
would also be reported.
Differences in materiality levels from the previous audit - The prior period
audit was performed in a period in which the Company was admitted to the
Access segment of the Aquis Stock Exchange Growth Market. In the year ended
31 July 2024, there has been no revenue earned, accordingly, our assessment of
materiality was principally based on total expenditure which takes into
consideration the activity for the year.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the
financial statements and our auditor's report thereon. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements, or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the Company, or
returns adequate for our audit have not been received from branches not
visited by us; or
· the Company financial statements are not in agreement with the
accounting records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the Company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below. However, the primary
responsibility for the prevention and detection of fraud rests with both those
charged with governance of the Company and management.
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Based on our understanding of the Company and industry, we identified that the
principal risks of non-compliance with laws and regulations related to
compliance with Company Law and Listing Rules. We considered the extent to
which non-compliance might have a material effect on the financial statements.
We also considered those laws and regulations that have a direct impact on the
preparation of the financial statements such as tax laws.
We evaluated management's incentives and opportunities for fraudulent
manipulation of the financial statements and determined that the principal
risks were related to management override of controls (including management
bias in accounting estimates) and going concern basis of accounting. Audit
procedures performed by the engagement team included:
· Discussions with management including consideration of known or
suspected instances of non-compliance with laws and regulation and fraud;
· The evaluation of management's controls designed to prevent and
detect irregularities;
· The identification and review of manual journals, in particular
journal entries which shared key risk characteristics; and
· The review and challenge of assumptions, estimates and judgements
made by management in their recognition of accounting estimates.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance.
The risk is also greater regarding irregularities occurring due to fraud
rather than error, as fraud involves intentional concealment, forgery,
collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an Auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Ian Cliffe (Senior Statutory
Auditor)
For and on behalf of HaysMac LLP, Statutory Auditors
10 Queen Street Place, London
EC4R 1AG
30 January 2025
Ora Technology PLC
Statement of Comprehensive Income
For the year ended 31 July
2024
Year ended 8 months ended
31 July 2024 31 July 2023
Note £ £
Revenue - -
Share based payments 12 - (387,225)
Administrative expenses 3 (880,696) (337,657)
Amortisation (35,853) -
Operating Loss for the year/period (916,549) (724,882)
Income tax expense - -
Loss and total comprehensive loss for the year/period (916,549) (724,882)
Loss per ordinary share:
Basic 6 (0.44p) (1.07p)
Diluted 6 (0.44p) (1.07p)
The notes on pages 23 to 34 form part of these financial statements
Ora Technology PLC
Statement of Financial Position
As at 31 July 2024
Company reference number:
13720688
31 July 2024 31 July 2023
Note £ £
ASSETS
Non-Current Assets
Intangible assets 7 233,048 268,901
Total non-current assets 233,048 268,901
Current Assets
Other receivables 8 13,721 83,519
Cash and cash equivalents 9 58,169 1,036,994
Total current assets 71,890 1,120,513
Total assets 304,938 1,389,414
Current Liabilities
Trade and other 10 103,755 271,682
payables
Total liabilities 103,755 271,682
Net Assets 201,183 1,117,732
Shareholders' equity
Share capital 11 206,678 206,678
Share premium 1,239,453 1,239,453
Share based payments reserve 396,483 396,483
Profit and loss account (1,641,431) (724,882)
Total shareholders' equity 201,183 1,117,732
The financial statements were approved by the Board of Directors and
authorised for issue on 30 January 2025 and were signed on its behalf by:
...............................................................................
Nicholas Lyth - Director
The notes on pages 23 to 34 form part of these financial statements
Ora Technology PLC
Statement of Changes in Equity
For the period ended 31 July 2024
Share-based payments reserve
Share capital Share Premium Profit and loss account
Total
£ £ £ £ £
8 months ended 31 July 2023
At 1 December 2022 1 - - - 1
Shares issued in the financial period 206,677 1,377,479 - - 1,584,156
Share issue costs - (128,768) - - (128,768)
Share based payments - (9,258) 396,483 - 387,225
Loss for the period and total comprehensive loss - - - (724,882) (724,882)
At 31 July 2023 206,678 1,239,453 396,483 (724,882) 1,117,732
Year ended 31 July 2024
At 1 August 2023 206,678 1,239,453 396,483 (724,882) 1,117,732
Loss for the year and total comprehensive loss - - - (916,549) (916,549)
At 31 July 2024 206,678 1,239,453 396,483 (1,641,431) 201,183
The notes on pages 23 to 34 form part of these financial statements
Ora Technology PLC
Statement of Cash Flows
For the year ended 31 July 2024
Year ended 8 months ended
31 July 2024 31 July 2023
Note £ £
Operating activities
Loss for the year/period (916,549) (724,882)
Adjustments:
Share based payments - 387,225
Amortisation 35,853 -
Working capital adjustments:
Decrease/(increase) in other 8 69,798 (83,518)
receivables
(Decrease)/increase in trade and other payables 10 (167,927) 271,682
Net cash used in operating activities (978,825) (149,493)
Investing activities
Software development costs - (268,901)
Net cash used in investing activities - (268,901)
Financing activities
Share issue - 1,584,156
Share issue costs - (128,768)
Net cash from financing activities - 1,455,388
Net (decrease)/increase in cash and cash equivalents (978,825) 1,036,994
Cash and cash equivalents at start of financial year/period 9 1,036,994 -
Cash and cash equivalents at end of financial year/period 9 58,169 1,036,994
The notes on pages 23 to 34 form part of these financial statements
Ora Technology PLC
Notes to the Financial Statements
For the year ended 31 July 2024
1. Accounting Policies
Corporate Information
The principal activity of Ora Technology PLC (the 'Company') is the operation
of an online platform named "Ora Carbon" on which users will be able to buy,
sell and retire carbon credits.
The Company is a public limited company incorporated and domiciled in England
and Wales. The registered office is Ground Floor, 72 Charlotte Street, London,
W1T 4QQ.
The Company was incorporated on 3 November 2021 originally under the name IO
Health PLC. On 17 August 2022 the name was changed to JSON Technology PLC and
then to Ora Technology PLC on 1 May 2023.
The Company is listed on the Access segment of the Aquis Stock Exchange Growth
Market.
General information
The financial statements have been prepared in Pound Sterling (£), which is
the Company's presentation currency and functional currency and are rounded to
the nearest £1.
The financial statements were approved and authorised for issue by the Board
on 30 January 2025.
Summary of significant accounting policies
The principal accounting policies adopted in the preparation of these
financial statements are set out below. These policies have been consistently
applied to all the years presented, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards, International Accounting Standards and
Interpretations (collectively IFRS) issued by the International Accounting
Standards Board (IASB) as adopted by the United Kingdom ("UK adopted IFRSs")
and those parts of the Companies Act 2006 which apply to companies preparing
their financial statements under IFRSs.
These financial statements have been prepared under the historical cost
convention, as modified by the revaluation of assets and liabilities at fair
value.
The preparation of financial statements in conformity with UK adopted
international accounting standards requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in
the process of applying the Company's accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant in the financial statements, are
disclosed in note 2.
Reporting period
In the 2023 reporting period, the Company changed its reporting period from 30
November to 31 July. Thus amounts presented for the 2023 reporting period are
for 8 months from 1 December 2022 to 31 July 2023. Consequently, comparative
amounts for the statement of comprehensive income, and related notes are not
entirely comparable.
Going concern
The Company's business activities, together with the factors likely to affect
its future development, financial performance and position have been assessed
by management. The financial position of the Company, its cash flows and
liquidity position are presented in the Annual Report and Financial
statements. In addition, note 13 to the financial statements includes the
Company's objectives, policies, and processes for managing its capital, its
financial risk management objectives and its exposures to risk.
As at 31 July 2024, the Company's current liabilities exceed the current
assets by £31,865. As part of the going concern assessment, the Directors
have considered the implications of the potential transaction with Kondor AI
Plc whereby Kondor AI Plc purchases the entire share capital of the Company
and the 'enlarged' entity lists onto one of the London Markets. In parallel
with this transaction, it is anticipated that there will be a further
fundraise by Kondor AI Plc of an amount sufficient to enable the 'enlarged'
entity to continue in operational existence for the period to at least 31
January 2026.
However, as disclosed in the strategic report, there can be no guarantee that
the potential transaction will complete and that the parallel fundraise will
take place and since the Company's future plans are largely reliant on the
successful outcome of the matters set out herein, there exists a material
uncertainty as to the Company's ability to continue as a going concern.
New standards, amendments and interpretations adopted by the Company
The following IFRS or IFRIC interpretations were effective for the first time
for the annual periods beginning on or after 1 August 2023
Standards/ Application
interpretations
Amendments to IAS 1 Classification of liabilities as current or non-current, disclosure of
accounting policies and Non-current Liabilities with Covenants
Amendments to IFRS 16 Lease Liability in a Sale and Leaseback
Amendments to IAS 7 and IFRS 7 Disclosures: Supplier Finance Arrangements
New standards, amendments and interpretations in issue but not yet effective
(in some cases not yet adopted by the UK) and not applied in these financial
statements
Standards/ Application Effective date
interpretations
IAS 21 Amendments - Lack of exchangeability Specifies how an entity should assess whether a currency is exchangeable and 01/01/2025
how it should determine a spot exchange rate when exchangeability is lacking.
Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments 01/01/2026
IFRS 18 - Presentation and disclosure in financial statements Replaces IAS 1 and introduces new categories and subtotals in the statement of 01/01/2027
profit or loss. It also requires disclosure of management-defined performance
measures (as defined) and includes new requirements for the location,
aggregation and disaggregation of financial
information
The Directors do not expect that the adoption of these standards will have a
material impact on the financial statements of the Company in future periods.
There are no IFRS's or IFRIC interpretations that are not yet effective that
would be expected to have a material impact on the Company.
Intangible assets
Software development costs
Software development costs are initially recognised at cost where it is
probable that there will be future economic benefits from the asset and the
cost of the asset can be reliably measured. The cost of internally generated
intangible assets are only recognised in the development phase of an internal
project, with the cost of the research phase and maintaining or running the
day-today operations recognised as an expense. These capitalised costs
comprise all directly attributable costs necessary to create, produce, and
prepare the asset to be capable of operating in the manner intended by
management.
After recognition, under the cost model, intangible assets are measured at
cost less any accumulated amortisation and any accumulated impairment losses.
Capitalised software development costs are amortised on a straight-line basis
over a period of five years from the date that the product is brought into
first use and assessed for impairment whenever there is an indication that the
intangible asset may be impaired. The amortisation period and amortisation
method are reviewed at each financial year end.
Financial Instruments
a) initial recognition
A financial instrument is any contract that gives rise to a financial asset of
one entity and a financial liability or equity instrument of another entity.
The Company shall only recognise a financial instrument when the Company
becomes a party to the contractual provisions of the instrument.
b) classification and measurement
Financial assets and financial liabilities are initially measured at their
fair value.
Financial assets
The Company determines the classification of classification of its financial
assets at initial recognition and re-evaluates this designation at every
reporting date based on the business model for managing these financial assets
and the contractual cash flow characteristics.
Currently the Company only has financial assets at amortised cost which
consist of trade and other receivables, and cash and cash equivalents.
Financial assets are classified as at amortised cost only if both of the
following criteria are met:
• The asset is held within a business model whose objective is
to collect contractual cash flows; and
• The contractual terms give rise to cash flows that are solely
payments of principal and interest.
Financial assets at amortised cost are subsequently measured using the
effective interest rate (EIR) method and are subject to impairment.
The Company recognises an allowance for expected credit losses (ECLs) for all
debt instruments not held at fair value through profit or loss. ECLs are based
on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Company expects to receive,
discounted at an approximation of the original EIR. The expected cash flows
will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
For trade receivables (not subject to provisional pricing) and other
receivables due in less than 12 months, the Company applies the simplified
approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Company
does not track changes in credit risk, but instead, recognises a loss
allowance based on the financial asset's lifetime ECL at each reporting date.
At each reporting date, financial assets are reviewed to assess whether there
is objective evidence of impairment. If any such evidence exists, impairment
loss is determined and recognised based on the classification of the financial
asset.
Financial liabilities
The Company's financial liabilities comprise trade and other payables. Trade
and other payables are recognised initially at their fair value and
subsequently measured at amortised cost using the effective interest rate
method, less settlement payments.
c) derecognition
Financial assets
A financial asset (or, where applicable, a part of a financial asset or part
of a group of similar financial assets) is primarily derecognised when:
• The rights to receive cash flows from the asset have expired; or
• The Company has transferred its rights to receive cash flows from
the asset or has assumed an obligation to pay the received cash flows in full
without material delay to a third party under a 'pass-through' arrangement;
and either (a) the Company has transferred substantially all the risks and
rewards of the asset, or (b) the Company has neither transferred nor retained
substantially all the risks and rewards of the asset, but has transferred
control of the asset.
The Company's financial liabilities are derecognised when extinguished,
discharged, cancelled or expired.
Financial liabilities
Gains or losses from derecognition of financial liabilities are recognised in
the statement of profit or loss
d) modification of financial assets and liabilities
Financial assets
If a renegotiation or other modification of the contractual cash flows of a
financial asset results in derecognition the revised instrument is treated as
a new instrument. The impairment model would then apply to the new instrument
as normal.
If a renegotiation or other modification of the contractual cash flows of a
financial asset does not result in derecognition, the Company recalculates the
gross carrying amount of the financial asset (i.e. amortised cost amount
before adjusting for any loss allowance). This is done by discounting the new
expected contractual cash flows (post modification) at the original effective
interest rate and recognising any resulting modification gain or loss in
profit or loss. From this date, the Company assesses whether the credit risk
of the financial instrument has increased significantly since initial
recognition of the instrument by comparing the credit risk at the reporting
date.
Financial liabilities
When the terms of a financial liability are modified the Company needs to
consider whether that modification is substantial. If the modification is
considered substantial the original financial liability is derecognised and a
new financial liability is recognised at fair value.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand and current and deposit
balances at banks with maturities of three months or less from inception.
Current and Deferred Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax. The liability for current tax is calculated using tax rates and laws that
have been enacted or substantively enacted by the reporting date.
Deferred tax is the tax expected to be payable or recoverable on temporary
differences between the carrying amounts of assets and liabilities in the
Company financial statements and the corresponding tax bases used in the
computation of taxable profit and is accounted for using the balance sheet
liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be recognised. Such assets and liabilities are not
recognised if the temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.
Deferred tax is calculated at the tax rates and laws that are expected to
apply in the period when the liability is settled, or the asset is recognised
based on tax laws and rates that have been enacted at the reporting date.
Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited in other comprehensive income, in which
case the deferred tax is also dealt with in other comprehensive income.
Value-Added Tax ('VAT')
Expenses and assets are recognised net of the amount of associated VAT, unless
the VAT incurred is not recoverable from the tax authority. In this case it is
recognised as part of the cost of the acquisition of the asset or as part of
the expense.
Receivables and payables are stated at gross amount inclusive of the amount of
VAT receivable or payable.
Share based payments
The Company operates equity-settled, share-based compensation plan, under
which the entity receives services from employees as consideration for equity
instruments (warrants) of the Company.
The fair value of all share-based payments granted are determined using the
Black-Scholes option pricing model which incorporates assumptions regarding
risk-free interest rates, dividend yield, expected volatility, estimated
forfeitures, and the expected life of warrants. The fair value of the employee
services received in exchange for the grant of warrants is recognised as an
expense. The total amount to be expenses is determined by reference to the
fair value of the warrants granted:
• including any market performance conditions;
• excluding the impact of any service and non-market performance
vesting conditions (for example, profitability, sales growth targets and
remaining an employee of the entity over a specified time period); and
• excluding the impact of any non-vesting conditions (for example,
the requirement of employees to save).
Assumptions about the number of warrants that are expected to vest include
consideration of non-market vesting conditions. The total expense is
recognised over the vesting period, which is the period over which all of the
specified vesting conditions are to be satisfied. At the end of each reporting
period, the entity revises its estimates of the number of warrants that are
expected to vest based on the non-market vesting conditions. It recognises the
impact of the revision to original estimates, if any, in the income statement,
with a corresponding adjustment to equity.
When the warrants are exercised, the Company issues new shares. The proceeds
received net of any directly attributable transaction costs are credited to
share capital (nominal value) and share premium when the warrants are
exercised.
Share capital
Share capital represents the nominal value on the issue of the Company's
equity share capital, comprising £0.001 ordinary shares.
Share premium
Share premium represents the amount subscribed for the Company's equity share
capital in excess of nominal value.
Any transaction costs associated with the issuing of shares are deducted from
share premium, net of any related income tax benefits.
Retained earnings
Retained earnings represent the cumulative net income and losses of the
Company recognised through the statement of comprehensive income.
Share based payment reserve
Share based payment reserve represents the cumulative cost of share-based
payments.
2. Critical accounting estimates and judgements
The preparation of the financial statements requires management to make
judgements, estimates and assumptions that affect the reported amounts in the
financial statements. Management continually evaluates its judgements and
estimates in relation to assets, liabilities, contingent liabilities and
expenses. Management bases its judgements, estimates and assumptions on
historical experience and on other various factors, including expectations of
future events, management believes to be reasonable under the circumstances.
The resulting accounting judgements and estimates will seldom equal the
related actual results. The judgements, estimates and assumptions that have
had a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities (refer to the respective notes) within the
previous financial period are discussed below.
Share-based payment transactions
The estimate of share-based payments costs required management to select an
appropriate valuation model and make decisions about various inputs into the
model including the volatility of its own share price, the probable life of
the options, the vesting date of options where non-market performance
conditions were set and the risk free interest rate.
Impairment of Intangible Assets
The impairment assessment required management to exercise judgment around the
reasonableness of the Useful Estimated Life (UEL) and also consider
'indicators' of impairment through a review of various sources of information.
3. Administrative expenses
Year ended 8 months ended
31 July 2024 31 July 2023
£
£
Professional fees 540,549 179,914
Auditors' remuneration - audit services 36,000 33,000
Auditors' remuneration - non audit services(1) - 31,200
Directors' fees 90,000 55,000
Directors' remuneration 49,000 738
Consultancy fees 120,000 20,000
Social security costs 3,644 -
Other expenses 41,503 17,805
880,696 337,657
(1) The auditors' remuneration for non-audit services (reporting accountant)
for the period ended 31 July 2023 was £32,500 plus VAT, however a proportion
was charged to the share premium account as it was directly attributable to
the new share issue.
4. Directors' and key management personnel
Directors' remuneration for year ended 31 July 2024 is as follows:
Total
Share based payments Year ended
Salary Fees £ 31 July 2024
£ £ £
M Edwards - 60,000 - 60,000
N Lyth 25,000 30,000 - 55,000
J Hives 24,000 - - 24,000
49,000 90,000 - 139,000
Directors' remuneration for the 8 months ended 31 July 2023 is as follows:
Total
Share based payments 8 months ended 31 July 2023
Salary Fees £ £
£ £
M Edwards - 25,000 218,692 243,692
N Lyth - 30,000 76,542 106,542
J Hives 738 - 32,804 33,542
738 55,000 328,038 383,776
At 31 July 2024, £15,000 was owing to M Edwards, £3,524 to J Hives and
£3,875 to N Lyth. These amounts have been included in trade and other
payables and accruals (refer Note 10). Amounts owed to the Company by N Lyth
amounted to £3,000 at 31 July 2024.
At 31 July 2023 there were no amounts owing to or due from the Directors.
During the year ended 31 July 2024, the Company had an average of 3 employees
who were management (8 months ended 31 July 2023: 3). The employees are
Directors and key management of the Company. There are no employees other than
Directors.
5. Taxation
No provision for taxation has been made as the Company did not generate any
assessable profits during the current year and prior period.
No deferred tax asset has been recognised in respect of the losses and
temporary differences due to the unpredictability of future revenue streams.
Such losses may be carried forward indefinitely.
The current tax charge for the period can be reconciled to the loss per
statement of comprehensive income as follows:
Year ended 8 months ended
31 July 2024 31 July 2023
£
£
Analysis of charge in the period
Current tax:
UK corporation tax on result for the period - -
Adjustments in respect of previous years - -
Total tax charge - -
5. Taxation (continued)
The tax assessed on loss before tax for the period is at 25% (2023:22%). The
differences are explained below:
Year ended 8 months ended
31 July 2024 31 July 2023
£
£
Loss before taxation (916 549) (724,882)
Loss before taxation multiplied by effective rate of corporation tax of 25% (229,137) (159,474)
(2023:22%)
Effect of:
Expenses not deductible 3,555 -
Share based payments - 85,189
Losses not yet utilised 225,582 74,285
Tax charge in the income statement - -
The standard UK rate of Corporation tax increased to 25% with effect from 1
April 2023 on taxable profits exceeding £250,000, with the 19% rate
continuing to apply to companies with profits of £50,000 or less. Marginal
relief will operate for profits between £50,000 and £250,000. The aggregate
unrecognised deferred tax asset of £265,370 (2023: £39,788) reflects the
expectation that the 25% corporation tax rate will apply to the Company for
the foreseeable future.
6. Loss per ordinary share
The earnings and number of shares used in the calculation of loss/earnings per
ordinary share are set out below:
Year ended 8 months ended 31 July 2023
31 July 2024 £
£
Basic:
Loss for the financial period (916,549) (724,882)
Weighted average number of shares 206,676,575 67,582,670
Loss per share (pence) (0.44) (1.07)
Year ended 8 months ended 31 July 2023
31 July 2024 £
£
Fully Diluted:
Loss for the financial period (916,549) (724,882)
Weighted average number of shares 206,676,575 67,582,670
Loss per share (pence) (0.44) (1.07)
There is no difference between the diluted loss per share and the basic loss
per share presented due to the loss position of the Company. Share options and
warrants could potentially dilute basic earnings per share in the future, but
were not included in the calculation of diluted earnings per share as they are
anti-dilutive for the year/period presented.
7. Intangible Assets
Software development costs 31 July 2024 31 July 2023
£
£
Cost
Balance at beginning of year/period 268,901 -
Additions during the year/period - 268,901
Disposals during the year/period - -
As at end of the year/period 268,901 268,901
Amortisation
Balance at beginning of year/period - -
Charge for the year/period 35,853 -
As at end of the year/period 35,853 -
Net book value as at end of year/period 233,048 268,901
For the year ended 31 July 2024, there were no additional costs incurred in
the development of the ORA Platform.
The capitalised software development costs for the 8 months ended 31 July 2023
comprised costs directly related to developing the Ora Platform. The
capitalised software development costs were settled by issuing shares.
The ORA Platform was launched on 4 December 2023 and thus per the accounting
policy, there was an amortisation charge for the year ended 31 July 2024. This
asset was amortised for eight months over a period of five years. The
remaining amortisation period is fifty-two months.
8. Other receivables
31 July 2024 31 July 2023
£
£
Prepayments 10,721 83,519
Other receivables 3,000 -
13,721 83,519
Other receivables relates to amount receivable from one of the Directors,
refer note 15 to the financial statements for further details.
The Directors consider that the carrying value of other receivables
approximates to the fair value.
9. Cash and cash equivalents
31 July 2024 31 July 2023
£
£
Cash at bank 58,169 1,036,994
The Directors consider that the carrying value of cash and cash equivalents
approximates their fair value.
10. Trade and other payables
31 July 2024 31 July 2023
£
£
Trade payables 56,403 216,844
Accruals 47,352 54,691
Taxes and social security costs - 147
103,755 271,682
All trade and other payables fall due for payment within one year. The
Directors consider that the carrying value of trade and other payables
approximates to their fair value.
11. Share capital
Issued and fully paid
31 July 2024 31 July 2023
Number £ Number £
At beginning of financial year/period 206,677,575 206,678 1,000 1
Shares issued in the financial year/period - - 206,676,575 206,677
At end of financial year/period 206,677,575 206,678 206,677,575 206,678
The nominal value of each share issued is 0.1p. No restriction of the rights,
preferences and restrictions attached to the class of share capital including
restrictions on the distribution of dividends and the repayment of capital.
For the year ended 31 July 2024, there were no shares issued.
During the 8 months ended 31 July 2023 the following shares were issued:
Number £ Issue price
per share
2 March 2023 5,000,000 50,000 1p
19 April 2023 100,000,000 100,000 0.1p
9 May 2023 52,537,550 525,376 1p
18 May 2023 7,400,000 74,000 1p
20 July 2023 41,739,025 834,780 2p
206,676,575 1,584,156
12. Share based payments
Share warrants
At 31 July 2024, the Company had the following warrants in issue:
Year ended 8 months ended
31 July 2024 31 July 2023
Weighted average exercise Weighted average exercise price (p)
price (p)
Number Number
Outstanding at the beginning of the financial period 1.08 37,897,620 - -
Granted during financial period - - 1.08 37,897,620
Exercised during the financial period - - - -
Outstanding at the end of the financial period 1.08 37,897,620 1.08 37,897,620
Exercisable at the end of the financial period 1.08 37,897,620 1.08 37,897,620
The contracted average remaining life of warrants at 31 July 2024 was 2 years
(31 July 2023: 3 years).
.
Date of grant 22 June 2023 20 July 2023
Number outstanding 35,000,000 2,897,620
Contractual life 3 years 3 years
Exercise price (pence) 1 2
The fair value of warrants is determined using the Black-Scholes valuation
model. The charge to the profit and loss for the year ended 31 July 2024 was
Nil (8 months ended 31 July 2023: £387,225).
The assumptions used in the calculation of fair value of the warrants was as
follows:
Date of grant 22 June 2023 20 July 2023
Share price at date of grant 2p 2p
Exercise price 1p 2p
Volatility 44.41% 44.41%
Risk free interest rate 4.4% 4.4%
100% of the warrants vested on the date of grant and accordingly the full
charge was recognised in the previous year. Any shares that are acquired as a
result of exercising warrants granted on 22 June have a lock in of IPO date
plus 1 year. Management expect the warrants to be exercised half-way through
their contractual life and the volatility was determined by reference to
similar comparable companies.
13. Financial Risk Management
Capital Management
The Company defines capital as issued capital, reserves and retained earnings
as disclosed in statement of changes in equity. The Company manages its
capital to ensure that the Company will be able to continue to pursue
strategic investments and continue as a going concern. The Company does not
have any externally imposed financial requirements. The Company manages its
capital structure and makes adjustments in light of changes in economic
conditions. To maintain or adjust the capital structure, the Company may
adjust the dividend payment to shareholders, return capital to shareholders or
issue new shares as relevant.
Financial risk
Financial risk arises through the Company's holdings in financial assets and
financial liabilities. The key financial risk is that proceeds from financial
assets are insufficient to fund obligations arising from distributions to its
shareholders as they fall due. The most important components of financial risk
are interest rate risk, foreign currency risk and liquidity risk.
13. Financial Risk Management (continued)
Risk amounts are monitored to ensure these are maintained within permissible
ranges based on the Company's economic capital model and are reported to the
Board of Directors.
Interest rate risk
The Company' operating cash flows are substantially independent of changes in
market interest rates.
The Company does not have any debt and thus is not exposed to any interest
rate risk.
Market risk
Market risk pertains to the potential fluctuations in demand, supply, and
pricing of carbon credits. Factors such as changes in market sentiment, shifts
in government policies and emerging low-carbon technologies can impact the
value and liquidity of carbon credits.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in
meeting the obligations associated with its financial liabilities. The
Company's policy and approach to managing liquidity is to ensure, as far as
possible, that it will always have sufficient liquidity to meet its
liabilities when due, under both normal and stress conditions, without
incurring unacceptable losses or risking damage to the reputation of the
Company.
Foreign currency risk
The Company's functional and presentational currency is the pound sterling as
it is the currency of its main trading environment.
Ongoing management and operational costs are denominated in the pound
sterling. For the year ended 31 July 2024 the Company had no exposure to
foreign currency risk (8 months ended 31 July 2023: Nil)
However, the Company's growth prospects include increasing trading activity in
a wide range of territories. The Company may therefore be exposed to foreign
currency risk in the future.
Credit risk
The Company's credit risk is attributable to cash and cash equivalents and
trade and other receivables.
Cash is deposited with reputable financial institutions with a high credit
rating. The maximum credit risk relating to cash and cash equivalents and
other receivables is equal to their carrying value of £71,890 (31 July 2023:
£1,120,513).
14. Financial Instruments
Set out below is an overview of financial instruments held by the Company
31 July 2024 31 July 2023
Notes £ £
Financial assets at amortised cost
Cash and cash equivalents 9 58,169 1,036,994
Other receivables 8 13,721 83,519
Total 71,890 1,120,513
Financial liabilities at amortised cost
Trade payables 10 56,403 216,844
Accruals 10 47,352 54,691
Other payables 10 - 147
Total 103,755 271,682
The carrying amounts of the Company's financial instruments held approximate
their fair value.
15. Related party transactions
Full details of directors' remuneration are provided in Note 4 to these
financial statements.
The Company incurred charges to the following companies controlled by the
Directors in relation to their directors' fees.
Year ended 31 July 2024 8 months ended 31 July 2023
£
£
Marallo Holdings Inc - M Edwards 60,000 25,000
Dark Peak Services Ltd - N Lyth 30,000 30,000
At 31 July 2024, £15,000 was owing to M Edwards, £3,524 to J Hives and
£3,875 to N Lyth. These amounts have been included in trade and other
payables and accruals (refer Note 10). Amounts owed to the Company by N Lyth
amounted to £3,000 at 31 July 2024. There is no interest charged or
conditions attached to such amount owed by the Director to the Company.
At 31 July 2023 there were no amounts owing to or due from the Directors.
16. Ultimate Controlling Party
The Company considers that there is no ultimate controlling party.
17. Post Balance Sheet Events
On 23 August 2024 the Company announced that it had entered into non-binding
Heads of Terms with Kondor AI plc for Kondor AI plc to purchase the entire
issued share capital of the Company. The potential result of this transaction
is that ORA shareholders will receive 0.9848 Kondor shares in exchange for
each ORA share held.
On 02 December 2024 the Company announced a placing of 3,192,500 new Ordinary
shares at a price of £0.08 per share, raising proceeds of £255,400 before
expenses.
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