Igraine Plc - Financial Statements for the Year Ended 31 December 2024

Igraine Plc - Financial Statements for the Year Ended 31 December 2024

PR Newswire

LONDON, United Kingdom, June 27

Igraine plc

AQSE: KING

("Igraine" or "the Company")

Financial Statements for the Year Ended 31 December 2024

REVIEW OF BUSINESS

During the financial year ended 31 December 2024, Igraine Plc made notable strategic progress despite a continued backdrop of economic volatility and subdued capital market conditions in the UK small-cap sector. The Company advanced its core investment strategy through meaningful developments in both healthcare innovation and energy infrastructure, reflecting an expansion of its investment mandate into high-growth sectors aligned with long-term value creation.

The appointment of David Levis as an Executive Director during the year has significantly strengthened the Board's capability, bringing expertise in energy infrastructure, project development and structured investment. His leadership, particularly in relation to the Company's energy storage initiatives, will be instrumental in advancing this segment of the portfolio.

The Company continues to apply a disciplined, proactive approach to identifying, supporting, and advancing investment opportunities with strong commercial potential and sectoral relevance.

INVESTEE COMPANY UPDATES

Fixit Medical Ltd

Fixit Medical Ltd ('Fixit'), in which Igraine Plc holds just under 20% equity interest, made strong advances in 2024, both in regulatory preparation and product development. The company's core product, Cingo®, a next-generation percutaneous drainage catheter fixation device, has undergone extensive refinement in preparation for regulatory submissions in both the United States of America and Europe.

During the year, Fixit finalised device materials and design configurations, with optimisation work undertaken to ensure cost-effective manufacturing via injection moulding. The development of mock-up devices has supported extensive testing efforts as the company advances toward full-scale production. Fixit has confirmed its intention to pursue FDA approval concurrently with CE marking, thereby enabling dual-market entry and enhancing commercial flexibility.

In addition to its core product, Fixit broadened its product suite with the internal launch of three new devices: Project CO2, PI01, and PI03. These products are aimed at complementary sectors and represent the initial steps in creating a diversified portfolio under the Cingo® brand. Patents have been filed for all three, reflecting an expanding intellectual property base and strengthening future valuation potential.

Fixit also secured a £270,000 Innovate UK Smart Grant in July 2024, supporting the continued advancement of Cingo®. Further industry recognition included acceptance into multiple high-impact innovation programmes such as the Design for Growth Programme, Investment Ability Programme, Catapult Collaboration Programme, and the CPI MedTech Accelerator, through which the company has also received grant funding and technical support.

Fixit's growing reputation was underscored by its selection as an Innovate UK case study of excellence, affirming its position as an emerging leader in the MedTech sector.

GEM Energia Limited

In October 2024, Igraine Plc exercised its exclusive investment rights over GEM Energia Ltd and its subsidiaries, marking a significant milestone in the Company's strategic expansion into the battery energy storage sector. This followed the signing of a strategic collaboration agreement with BES3 Holdings Ltd, a wholly owned subsidiary of Green Energy Management Ltd, which is 100% owned by GEM Energia.

Under the agreement, Igraine secured a right of first refusal over all current and future battery storage projects developed by GEM Energia. This structure provided the Company with early-stage access to scalable, infrastructure-based investment opportunities across the UK, aligning with the broader market demand for renewable energy capacity and grid stability solutions.

To initiate the collaboration, Igraine activated its initial funding under the £500,000 conditional convertible loan note facility with Vela Technologies plc, drawing a first tranche to support the transaction. A binding agreement was entered into with BES3, formalising Igraine's first investment under its exclusive arrangement with GEM Energia.

The initial project identified during the year was a strategic site located in the Northwest of England, selected after thorough due diligence and evaluation. The site was advanced toward Ready-to-Build (RTB) status and benefitted from an agreement with the landowner and significant pre-planning work, thereby reducing execution risk.

The project was led by Andy Brown, a senior member of the GEM Energia team with over 30 years' experience in large-scale infrastructure delivery. His oversight brought operational strength and assurance to the project's development during the period.

By year-end, the GEM Energia team had initiated engagement with the Distribution Network Operator and National Grid to progress grid connection discussions. Securing a viable connection option was identified as the next key milestone ahead of formal planning submission and RTB status.

The collaboration with GEM Energia during the year represented a foundational step in the diversification of Igraine's investment portfolio. The entry into energy infrastructure provided exposure to a long-term asset class with stable growth potential, complementing the Company's existing holdings in healthcare and life sciences.

Other Investments

Igraine hold 15,475,000 shares in Oscillate Plc. Equating to 3.64% of Oscillate Plc's issued share capital. Oscillate Plc is an investment issuer listed on the AQSE Growth Market Exchange with the ticker AQSE: MUSH. Oscillate Plc is advancing its strategy to become a leading mid-cap copper and base metals producer by acquiring a global portfolio of high-quality assets to meet the increasing demand for independent and sustainable copper sourcing.

Igraine has also invested in Excalibur Medicines Ltd ("EML"), a subsidiary of Excalibur Healthcare Services Ltd. EML has secured exclusive rights to and owns the COVID-19 patents on a drug, AZD1656, which is being developed as a potential therapeutic for diabetics suffering from COVID-19.

Legacy Investment

During the year ended 31 December 2024, Igraine Plc made tangible progress in the recovery of value from historical investments. Following a sustained period of legal and strategic effort, the Company was successful in securing a favourable outcome in its legal action relating to a legacy investment.

This represents a significant step forward in the Company's ongoing efforts to recover and redeploy capital from underperforming or impaired historic positions. Igraine is now actively engaged in executing the terms of the legal resolution and anticipates further recovery in due course.

The Board remains committed to pursuing all viable avenues for the realisation of value from legacy exposures, and will continue to adopt a firm and methodical approach to this important aspect of balance sheet enhancement.

POST-YEAR END REVIEW

Since the close of the 2024 financial year, Igraine Plc has continued to build momentum across its core areas of focus, further strengthening its strategic position in both the healthcare and energy infrastructure sectors.

The Company's investee businesses have each made meaningful progress, and management has remained closely engaged in overseeing developments to ensure alignment with long-term objectives. In particular, we have seen continued advancement in regulatory preparation, manufacturing readiness, and partnership development across the portfolio.

With respect to the battery energy storage sector, the Company and its partner GEM Energia have held several promising discussions with major industry participants. These engagements reflect strong commercial interest and underline the potential of the collaboration. The Board looks forward to providing shareholders with further updates at the appropriate time.

Igraine remains committed to maintaining a disciplined approach to capital deployment and opportunity assessment, and the Board is encouraged by the pace of activity and strategic execution across its investments as we move through 2025.

Fixit Medical Limited, Post-Year End

Since the end of the reporting period, Fixit has continued to accelerate its progress, with important milestones achieved in manufacturing readiness, regulatory strategy, and strategic partnerships.

Final tooling and design for the Cingo® device has been completed, with 300 units now in production, expected to be ready by the end of August 2025. These units will support clinical validation and regulatory approval processes.

Fixit is advancing toward commercial-scale production and expects to submit for CE marking within five months, alongside continuing progress toward FDA submission for the US market.

Fixit has also deepened its collaboration with UK research institutions and healthcare bodies, including:

Southampton's Emerging Therapies and Technology Centre (SETT) - for clinical trials;

Arts University Bournemouth - providing design and development facilities;

Warwick Manufacturing Group (WMG) - contributing to manufacturing simulations; and

Health Innovation Wessex - guiding NHS integration of the Cingo® device.

To support continued innovation and expansion, Fixit has applied for a €1.6 million EIC Accelerator Grant, which would enable accelerated development of the Cingo® device family, including Cingo PICC and Cingo Surgical.

In line with its broader ambitions, Fixit has adopted a new corporate identity-Cingo Technologies-to reflect its expanded scope across multiple securement applications. This rebranding strengthens its market positioning in a global opportunity estimated to exceed $5 billion.

Fixit also appointed Professor Chris Nutting-a distinguished clinical leader-as Non-Executive Director. He also invested in the business at a £2.5 million valuation, providing both strategic insight and financial validation. Furthermore, a partnership has been established with Solventum, a spin-out from 3M, to co-develop the adhesive component of the device, ensuring clinical efficacy and user accessibility.

These post-year-end developments reinforce Fixit's commercial potential and represent a significant step forward in positioning the company as a leading innovator in catheter securement technologies.

ON BEHALF OF THE BOARD:

Mr S Grant-Rennick - Director

Date: 25 June 2025

Extract from the audit report

"Material uncertainty related to going concern

We draw attention to note 2 in the financial statements, which indicates that support by directors. As stated in note 2, 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".

The Directors of the Company accept responsibility for the contents of this announcement.

Enquiries

Company:

David Levis (Chief Executive Officer)

[e-mail]

Simon Grant-Rennick (Non-Executive Chairman)

[e-mail]

Steve Winfield (Non-Executive Director)

[e-mail]

Investor relations: [e-mail]

Aquis Growth Market Corporate Adviser:

Peterhouse Capital Limited

Tel: [phone]

Statement of Profit or LossFor the year ended 31 December 2024
	Notes	2024£		2023£
CONTINUING OPERATIONS
Impairment loss of investments	9	(96,537)		(600,000)
Profit/(loss) on revaluation of investments	9	37,344		(64,425)
Profit on disposal of investments		15,000		-
Other income	4	50,000		-
Administrative expenses		(258,127) (199,100)		(199,100)
OPERATING LOSS		(252,320)		(863,525)

Interest Income	5	799		4,208
LOSS BEFORE INCOME TAX	6	(251,521)		(859,317)
Income tax	7	-		-
LOSS FOR THE YEAR		(251,521)		(859,317)
Earnings per share expressed in pence per share:	8
Basic		-0.28		-0.99
Diluted		-0.28		-0.99

Statement of Profit or Loss and Other Comprehensive IncomeFor the year ended 31 December 2024
		2024£		2023£
LOSS FOR THE YEAR		(251,521)		(859,317)
Other comprehensive income		-		-
TOTAL COMPREHENSIVE INCOME FOR THE YEAR		(251,521)		(859,317)

Statement of Financial PositionAs at 31 December 2024
	Notes		2024£		2023£
ASSETS
NON-CURRENT ASSETS
Investments	9		92,445		196,638
Intangibles	10		124,288		-
			216,733		196,638
CURRENT ASSETS
Trade and other receivables	11		26,363		107,532
Cash and cash equivalents	12		7,273		118,843
			33,636		226,375
TOTAL ASSETS			250,369		423,013
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital	13		589,495		588,786
Share premium			2,070,410		1,946,995
Other reserves	14		46,116		46,116
Retained earnings			(2,628,904)		(2,377,383)
TOTAL EQUITY			77,117		204,514
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities - borrowings
Interest bearing loans and borrowings	15		60,133		19,907
CURRENT LIABILITIES
Interest bearing loans and borrowings	15		10,268		10,015
Trade and other payables	16		102,851		188,577
TOTAL LIABILITIES			173,252		218,499
TOTAL EQUITY AND LIABILITIES			250,369		423,013

Statement of Changes in EquityFor the year ended 31 December 2024
	Called up share capital		Share premium		Other reserves		Retained earnings		Total equity
	£		£		£		£		£
Balance at 1 January 2023	588,786		1,946,995		46,116		(1,518,066)		1,063,831
Changes in equity
Deficit for the year	-		-		-		(859,317)		(859,317)
Balance at 31 December 2023	588,786		1,946,995		46,116		(2,377,383)		204,514
Changes in equity
Issue of share capital	709		123,415		-		-		124,124
Deficit for the year	-		-		-		(251,521)		(251,521)
Balance at 31 December 2024	589,495		2,070,410		46,116		(2,628,904)		77,117

The Company's reserves are as follows:

•The share premium represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

•Other reserves arise from the requirement to value share options and warrants in existence at the grant date (see Note 20).

•Retained earnings include all current and prior period results as disclosed in the statement of comprehensive income.

Statement of Cash FlowsFor the year ended 31 December 2024
	Notes		2024£		2023£
Cash flows from operating activities
Cash used in operations	1		(101,394)		(159,801)
Net cash from operating activities			(101,394)		(159,801)
Cash flows from investing activities
Purchase of fixed asset investments			-		(100,000)
Net cash from investing activities			-		(100,000)
Cash flows from financing activities
Transaction costs related to issue of shares			(161)		-
Loan repayments in year			(10,015)		(9,768)
Net cash from financing activities			(10,176)		(9,768)
Decrease in cash and cash equivalents			(111,570)		(269,569)
Cash and cash equivalents at beginning of year	2		118,843		388,412
Cash and cash equivalents at end of year	2		7,273		118,843

Notes to the Statement of Cash Flows

For the year ended 31 December 2024

1.RECONCILIATION OF PROFIT/(LOSS) BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

			2024£		2023£
	Loss before income tax		(251,521)		(859,317)
	Profit on disposal of investments		(15,000)		-
	(Profit)/loss on fair value movement of investments		(37,344)600		64,425
	Impairment loss of investments		96,537		600,000
	Interest income		(799)		(4,208)
	Interest expense		1,127		881
	Bad debt		21,322		-
			(185,678)		(198,219)
	Decrease in trade and other receivables		60,645		31,312
	Increase in trade and other payables		24,273		7,987
	Interest paid		(634)		(881)
	Cash used in operations		(101,394)		(159,801)

2.CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

	Year ended 31 December 2024
			31/12/24£		01/01/24£
	Cash and cash equivalents		7,273		118,843
	Year ended 31 December 2023
			31/12/23£		01/01/23£
	Cash and cash equivalents		118,843		388,412

Notes to the Financial Statements - continued

For the year ended 31 December 2024

1. STATUTORY INFORMATION

The principal activity of Igraine Plc is that of an investment company, refer to the Strategic report for full details. The company is a public limited company incorporated and domiciled in the United Kingdom, having a registered office at Hill Dickinson LLP, 8th Floor, The Broadgate Tower, 20 Primrose Street, London, England, EC2A 2EW. The registered number of the company is 06400833.

The Company's shares are traded on the AQSE Growth Market under ticker AQSE: KING and ISIN number GB00BM9CKV18.

2.ACCOUNTING POLICIES Basis of preparation

These financial statements have been prepared in accordance with UK-adopted international accounting standards ("IFRS") and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention, except for certain financial instruments that have been measured at fair value.

Going concern

The Financial Statements have been prepared under the going concern assumption, which presumes that the Company will be able to meet its obligations as they fall due for at least the next twelve months from the date of the signing of the Financial Statements. In considering the global economic landscape which at present is accounting for an increase in the price of risk and inflationary pressures, the Directors have completed various stress tests to ensure robust working capital exists even in the midst of these economic pressures.

The Company as at 31 December 2024 had cash and cash equivalents balance of £7,273 (2023: £118,843)

The Directors report that they have assessed the principal risks, reviewed current performance and projections, combined with expenditure commitments, including capital expenditure. The Company's projections demonstrate it will have sufficient cash reserves to enable it to meet its obligations as they fall due, for a period of at least 12 months from the date of signing of these financial statements. Accordingly, the Directors consider the Company to be a going concern.

The Company has prepared monthly cash flow projections based on estimates of key variables to expenditure through to June 2026 that supports the conclusion of the Directors that they expect sufficient funding to be available to meet the Company's anticipated cash flow requirements to this date.

Key accounting estimates and judgements

In the application of the company's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below.

i) Recoverable value of trade and loan receivables

The Company makes assumptions when implementing the forward-looking Expected Credit Loss model under IFRS 9. The model is used to assess material loans receivable for impairment. Estimates are made regarding the credit risk and underlying probability of default in each of the relevant credit loss scenarios.

The directors make judgements on the expected likelihood and outcome of each of the scenarios and these expected values are applied to the loan balances.

Further details relating to management's assessment of the recoverable value of trade and loan receivables can be found in the Strategic Report.

ii) Fair value of the investments

The Company is required to make judgments over the carrying value of investments in unquoted companies where fair values

cannot be readily established and evaluate the size of any impairment required.

It is important to recognise that the carrying value of such investments cannot always be substantiated by comparison with independent markets and, in many cases, may not be capable of being realised immediately. Management's significant judgement in this regard is that the value of their investment represents their cost less previous impairment.

Further details relating to management's assessment of the carrying value of unlisted investments can be found in the Strategic Report.

New and amended standards and Interpretations

In the current year, the company has adopted all the new and revised IFRSs that are relevant to its operations and effective for its accounting year beginning on 1 January 2024. IFRSs comprise IFRS; International Accounting Standards ("IAS"); and Interpretations. The adoption of these new and revised IFRSs did not result in significant changes to the company's accounting policies, presentation of the company's financial statements and amounts reported for the current year and prior years except as stated below.

The company has not applied the new IFRSs that have been issued but are not yet effective. The application of these new IFRSs will not have material impact on the financial statements of the company.

Financial assets

The company's financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents in the statement of financial position.

Trade receivables are initially recognised at fair value. The impairment requirements use an expected credit loss model to recognise an allowance. For receivables a simplified approach to measure expected credit losses during a lifetime expected loss allowance is available and has been adopted by the company. During this process the probability of the non-payment of the receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being reported within the consolidated statement of comprehensive income. On confirmation that the trade and intra group receivable will not be collectable, the gross carrying value of the asset is written off against the provision.

Financial Assets - Impairment

(i) Non-derivative financial assets

A financial asset not classified as at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and had an impact on the estimated future cash flows from that asset that can be estimated reliably.

Objective evidence that financial assets are impaired includes default or delinquency by a debtor, restructuring of an amount due to the company on terms that the company would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers, economic conditions that correlate with defaults or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.

Financial assets measured at amortised cost

The company considers evidence of impairment for financial assets measured at amortised cost (loans and receivables) at both a specific asset and collective level. All individually significant assets are assessed for specific impairment. Those found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Assets that are not individually significant are collectively assessed for impairment by grouping together assets with similar risk characteristics.

In assessing collective impairment, the company uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management's judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance against loans and receivables. Interest on the impaired asset continues to be recognised. When an event occurring after the impairment was recognised causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit and loss.

(ii) Non-financial assets

The carrying amounts of the Company's non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. Indefinite-lived intangible assets are tested annually for impairment or when there is an indication of impairment. An impairment loss is recognised if the carrying amount of an asset or Cash Generating Unit ('CGU') exceeds its recoverable amount.

The recoverable amount of an asset of CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.

Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.

An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Cash and cash equivalents

Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under current liabilities on the Statement of Financial Position.

Trade and other payables

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Compound instruments

The component parts of convertible loan notes issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of equity instruments issued by the company is an equity instrument. A conversion option that will be settled by exchange of a variable number of equity instruments issued by the company is a debt instrument.

Investments

Investments, which include equity and debt investments, are designated on initial recognition as financial assets at fair value through profit or loss. This measurement basis is consistent with the fact that the Company's performance in respect of its portfolio investments is evaluated on a fair value basis in accordance with an established investment strategy. When investments are recognised initially, they are measured at fair value.

After initial recognition the fair value of listed investments is determined by reference to bid prices at the close of business on the reporting date. Unlisted equity investments are measured at fair value by the directors in compliance with the principles of the International Private Equity and Venture Capital Guidelines, updated and effective December 2015, as recommended by the European Venture Capital Association. The fair value of unlisted equity investments is determined using the most appropriate of the valuation methodologies set out in the guidelines. These include using recent arm's length market transactions; reference to the current market value of another instrument, which is substantially the same; earnings or profit multiples; indicative offers; discounted cash flow analysis and pricing models.

Wherever possible the Company uses valuation techniques which make maximum use of observable market-based inputs and accordingly the basis of the valuation methodology preferred by the Company is 'price of most recent investment'. Where 'price of most recent investment is no longer considered to be appropriate, the Company has used.

Intangible assets acquired separately

Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

Derecognition of intangible assets

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

Fair value measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.

The fair value of investments is first based on quoted prices, where available. Where quoted prices are not available, the fair value is estimated using consistent valuation techniques across periods of measurement.

The Company's unlisted equity investments are recorded at fair value or at amounts whose carrying values approximate fair value. Net gains and losses, including any interest or dividend income, are recognised in its profit or loss statement.

In accordance with IFRS 13, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety.

These are described as follows:

Level 1 - Quoted market prices

Fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Valuation Techniques using observable inputs

Fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the assets or liability, either directly or indirectly.

Level 3 - Valuation techniques using significant unobservable inputs

Fair value measurements are those derived from inputs that are not based on observable market data.

Non-derivative financial liabilities

The Company initially recognises debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities are recognised initially on the trade date, which is the date that the Company becomes a party to the contractual provisions of the instrument.

The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.

The Company classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method.

Other financial liabilities comprise trade and other payables.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Foreign currency translation

(a) Functional and presentation currency

The financial information is presented in pounds sterling, which is the company's functional and presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

Segmental reporting

A business segment is a group of assets or operations engaged in providing services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing services within a particular economic environment that is subject to different risks and returns from other segments in other economic environments.

The Directors consider there to be one operating segment: that of an investment trading company seeking to make capital and interest returns on its investments and loans made.

Interest Income

Interest income is recognised using the effective interest method. Interest income is interest earned on bank deposit accounts and loan receivables and is included within the statement of comprehensive income. Interest income is deferred when it does not meet the interest income recognition policy and is presented as deferred income in the statement of financial position.

Expenses

All expenses are accounted for on an accruals basis.

Financial risk management

Credit risk

Deposits, as a general rule, are placed with banks and financial institutions that have ratings of not less than AA or equivalent,

which are verified before placing the deposits. The board will continue to assess the strategies for managing credit risk and is satisfied with existing policies.

Interest rate risk

During the period the Company's surplus funds were placed in deposits at floating rates. The Company's debt is provided through fixed dividend preference shares.

Capital management

The Company's capital management objectives are to ensure the Company's ability to continue as a going concern and to provide

long-term returns to shareholders. The Company defines and monitors capital on the basis of the carrying amount of equity, less cash and cash equivalents as presented on the face of the Balance Sheet. The Board of Directors monitors the level of capital as compared to the Company's commitments and adjusts the level of capital as is determined to be necessary by issuing new shares. The Company is not subject to any externally imposed capital requirements.

Liquidity risk

Prudent liquidity risk management includes maintaining sufficient cash balances to ensure the Company can meet liabilities as they fall due.

Share-based payments

The Company operates an equity-settled, share-based compensation plan, under which the entity receives services from directors and other persons as consideration for equity instruments (options) of the Company. The fair value of the services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted:

• including any market performance conditions (for example, an entity's share price);

• excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period); and

• including the impact of any non-vesting conditions (for example, the requirement for employees to save or holding shares for a specific period of time).

At the end of each reporting period, the Company revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

In addition, in some circumstances directors and other persons may provide services in advance of the grant date and therefore the grant date fair value is estimated for the purposes of recognising the expense during the period between service commencement period and grant date.

When the options 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.

Equity instruments including share capital

Equity instruments issued by the Company are recorded at the proceeds received, net of incremental costs attributable to the issue of new shares.

An equity instrument is any contract that evidences a residual interest in the assets of a company after deducting all its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.

Share capital represents the amount subscribed for shares at nominal value.

The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits. Any bonus issues are also deducted from share premium.

Accumulated losses include all current and prior period results as disclosed in the statement of comprehensive income. Other reserves arise from the requirement to value share options and warrants in existence at the grant date.

Loss allowances for expected credit losses

The company recognises loss allowances for expected credit losses on financial assets at amortised cost. Expected credit losses are the weighted average of credit losses with the respective risks of a default occurring as the weights.

At the end of each reporting period, the company measures the loss allowance for a financial instrument at an amount equal to the expected credit losses that result from all possible default events over the expected life of that financial instrument ("lifetime expected credit losses") for trade receivables, or if the credit risk on that financial instrument has increased significantly since initial recognition.

If, at the end of the reporting period, the credit risk on a financial instrument (other than trade receivables) has not increased significantly since initial recognition, the company measures the loss allowance for that financial instrument at an amount equal to the portion of lifetime expected credit losses that represents the expected credit losses that result from default events on that financial instrument that are possible within 12 months after the reporting period.

The amount of expected credit losses or reversal to adjust the loss allowance at the end of the reporting period to the required amount is recognised in profit or loss as an impairment gain or loss.

Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred, and subsequently measured at amortised cost using the effective interest method.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

To the extent that funds are borrowed generally and used for the purpose of obtaining a qualifying asset, the amount of borrowing costs eligible for capitalisation is determined by applying a capitalisation rate to the expenditures on that asset. The capitalisation rate is the weighted average of the borrowing costs applicable to the borrowings of the company that are outstanding during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

Related parties

A related party is a person or entity that is related to the company.

1. A person or a close member of that person's family is related to the company if that person:

(i) has control or joint control over the company;

(ii) has significant influence over the company; or

(iii) is a member of the key management personnel of the company or of a parent of the company.

(B) An entity is related to the company if any of the following conditions applies:

(i) The entity and the company are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).

(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).

(iii) Both entities are joint ventures of the same third party.

(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.

(v) The entity is a post-employment benefit plan for the benefit of employees of either the company or an entity related to the company. If the company is itself such a plan, the sponsoring employers are also related to the company.

(vi) The entity is controlled or jointly controlled by a person identified in (A).

(vii) A person identified in (A)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

Impairment of assets

At the end of each reporting period, the company reviews the carrying amounts of its tangible and intangible assets except investments and receivables to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of any impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Provisions and contingent liabilities

Provisions are recognised for liabilities of uncertain timing or amount when the company has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditures expected to settle the obligation.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow is remote.

Events after the reporting period

Events after the reporting period that provide additional information about the company's position at the end of the reporting period or those that indicate the going concern assumption is not appropriate are adjusting events and are reflected in the financial statements. Events after the reporting period that are not adjusting events are disclosed in the notes to the financial statements when material.

3.EMPLOYEES AND DIRECTORS

			2024		2023
			£		£
	Wages and salaries		-		-
	Social security costs		-		-
	Other pension costs		-		-
			-		-

The average number of employees (including directors) during the year was as follows:

			2024		2023
			2		2

			2024		2023
	Directors' remuneration and fees		72,000		72,000

The directors' remuneration and fees stated above does not include compensation for loss of office amounting to £nil (2023: £nil).

4.OTHER INCOME

			2024		2023
			£		£
	Debt waiver from creditor		50,000		-
			50,000		-

5.NET FINANCE INCOME

			2024		2023
			£		£
	Finance income:
	Interest receivable		799		4,208
			799		4,208

			2024		2023
			£		£
	Finance costs:
	Interest payable (included in administrative expenses)		1,127		881
			1,127		881
	Net finance (cost)/income		(328)		3,327

6.LOSS BEFORE INCOME TAX

The loss before income tax is stated after charging:

			2024		2023
			£		£
	Profit on disposal of fixed investment assets		15,000		-
	Auditors' remuneration		16,320		18,080

7.INCOME TAX

Analysis of tax expense

The total tax charge for the year has been reconciled to the loss for the year multiplied by the weighted average applicable tax rate as follows:

20242023

££

Loss before income tax		(251,521)		(859,317)
Loss multiplied by the small profits rate of corporation tax in the UK of 19% (2023 - 19%)		(47,789)		(163,270)
Effects of:
Loss during the year carried forward		38,221		36,892
Expenses not deductible for tax purposes		1,172		137
Profit on sale of investment		(2,850)		-
Fair value/impairment losses		11,246		126,241
Tax expense		-		-

With effect from 1 April 2023, the Corporation Tax main rate increased from 19% to 25% for companies with profits over £250,000 together with the introduction of a small profits rate of 19%. The small profits rate is applicable to companies with profits of not more than £50,000, with marginal relief available for profits up to £250,000.

As at 31 December 2024, the Company had tax losses of £1,709,736 (2023: £1,493,827) to carry forward. No deferred tax asset has been recognised as recovery of tax losses is not considered probable.

8.EARNINGSPER SHARE

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. The weighted average number of shares outstanding for 2024 was

89,712,605 (2023: 86,510,811).

The effects of all potential ordinary shares are anti-dilutive for the years ended 31 December 2024 and 2023.

Reconciliations are set out below.

		Earning		Weighted average number of shares		Per-share amount
	Year ended 31 December 2024	£				Pence
	Basic EPS
	Earnings attributable to ordinary shareholders	(251,521)		89,712,605		(0.28)

Deferred shares have no participation in distribution of capital, except for in the event of winding up, once the holders of Ordinary shares have received £1,000,000 in respect of each Ordinary share held by them. Therefore, these shares have not been included on either the basic EPS or diluted EPS calculations.

		Earnings		Weighted average number of shares		Per-share amount
	Year ended 31 December 2023	£				Pence
	Basic EPS
	Earnings attributable to ordinary shareholders	(859,317)		86,510,811		(0.99)

9.INVESTMENTS

		Listed investments		Unlisted investments		Total
		£		£		£
	FAIR VALUE AMOUNT
	At 1 January 2024	96,638		100,000		196,638
	Additions	-		-		-
	Impairment	-		(96,537)		(96,537)
	Disposals	(45,000)		-		(45,000)
	Fair value movement	37,344		-		37,344
	On 31 December 2024	88,982		3,463		92,445
	NET BOOK VALUE
	At 31 December 2024	88,982		3,463		92,445
	At 31 December 2023	96,638		100,000		196,638

All unlisted investments held at the year-end were held at fair value using Level 3 of the Fair value hierarchy.

Unlisted investments as at 31 December 2024 comprised of Excalibur Medicines Ltd and Fixit Medical Ltd. At year end, the share prices of Excalibur Medicines Ltd and Fixit Medical Ltd could not be reliably measured, and as such are held at cost less impairment. There were impairment indicators noted on the investment of Excalibur Medicines Ltd and Fixit Medical Ltd. Detailed review of the investments and the progress has been included in the Strategic Report.

All listed investments held as at 31 December 2024 were held at fair value using Level 1 of the Fair value hierarchy.

Listed investments as at 31 December 2024 comprised of Oscillate Plc. The valuation of Oscillate Plc (£88,982) is based on the share price at the year-end (2023: £96,638).

10.INTANGIBLES

				Right of first refusal		Total
				£		£
	COST
	At 1 January 2024			-		-
	Additions			124,288		124,288
	Impairment			-		-
	On 31 December 2024			124,288		124,288
	CARRYING AMOUNT
	At 31 December 2024			124,288		124,288
	At 31 December 2023			-		-

During the year, the company purchased the right of first refusal from GEM Energia Limited, in exchange for 35,510,811 shares issued in the company. The right of first refusal has been recognised at cost, being equal to the fair value of the shares issued.

The right of first refusal spans across multiple entities and projects of Green Energy Management Limited and GEM Energia Limited. As the intangible asset has an indefinite life, the intangible is subject to periodic review for impairment. No such impairment indicators were present at the year end.

11.TRADE AND OTHER RECEIVABLES

2024	2023
£	£

Current:

Other debtors20,00047,023

Other loan-55,386

Prepayments and accrued income6,3635,123

26,363107,532

There was no IFRS 9 expected credit loss impairment due to be recognised in the current year or prior year.

12.CASH AND CASH EQUIVALENTS

20242023

££

Bank accounts 7,273118,843

13.	CALLED UP SHARE CAPITAL Allotted, called up and fully paid	2024		2023
		£		£
	122,021,622 Ordinary shares of £0.00002 each	2,439		1,730
	710,082,349 A Deferred Shares of £0.00008 each	56,807		56,807
	4,604,255 B Deferred Shares of £0.09128 each	420,276		420,276
	5,504,155 Deferred Shares of £0.01998 each	109,973		109,973
		589,495		588,786

During the year, 35,510,811 Ordinary shares were allotted (2023: no changes), on which the share premium amounted to £123,415, net of incidental costs of issuing the shares.

Ordinary:

The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer

any rights of redemption.

Deferred:

The holders of Deferred shares shall not be entitled to receive any dividend or distribution and only be entitled to any repayment of capital on winding up once the holders of Ordinary shares have received £1,000,000 in receipt of each Ordinary share held by them.

14.	RESERVES	Share		Other		Retained
		premium£		reserves£		earnings£		Totals£
	At 1 January 2024	1,946,995		46,116		(2,377,383)		(384,272)
	Issue of share capital	123,415		-		-		123,415
	Deficit for the year	-		-		(251,521)		(251,521)
	At 31 December 2024	2,070,410		46,116		(2,628,904)		(512,378)

15.FINANCIAL LIABILITIES - BORROWINGS Non-current portion

2024 2023

£ £ Interest bearing loans and borrowings60,133 19,907

Current portion

2024 2023

£ £Interest bearing loans and borrowings10,26810,015

On 18 October 2024, the company signed an agreement to issue convertible loan notes up to the sum of £500,000, to be drawn in tranches of £50,000, at a coupon rate of 12% per annum. The first tranche of £50,000 was drawn down during the year.

The convertible loan note is redeemable in five years' time, or earlier, subject to adequate notice and early repayment interest charges. The convertible loan note entitles the noteholder to convert the drawn down sum (and any accrued interest) into shares after 15 months from the date of the issue, and no later than 36 months from the date of the issue. No separate equity component was recognised in respect of the convertible loan note, as the conversion right is determined based on the company's share price at the date of conversion and therefore the number of shares is variable.

Bank loans and overdrafts is in respect of a Business Bounce Back Loan taken out on 5 November 2020. The Company received a £50,000 Business Bounce Back Loan from the Co-Operative Bank plc. The loan is repayable over a period of 72 months with no repayments falling due within the first 12 months. Interest is payable at 2.5% over the duration of the loan although no interest was payable for the first 12 months.

16.TRADE AND OTHER PAYABLES

Current:

2024 2023

£ £

Trade creditors71,677 150,639

Accruals and deferred income31,174 37,938

102,851 188,577

17.RELATED PARTY DISCLOSURES

At the year end, Mr S Grant-Rennick, a director of the company, owed the company a loan balance of £nil (2023: £21,022). The loan was non-interest bearing, unsecured and payable in cash upon demand.

Barnardo Capital Limited, a company controlled by Felix Grant-Rennick, a close member of the family of Mr S Grant-Rennick, invoiced the company for consultancy services totalling £35,887(2023: £28,925) during the year, of which £1,387 (2023: £675) was reimbursement of expenses. Of the total amount invoiced, £24,000 (2023: £24,000) relates to the provision of a London office, which is occupied by all directors of the company.

During the year, the company issued convertible loan notes to Caledonian Holdings Plc (formerly Vela Technologies Plc), a shareholder of the company with a significant influence. The details regarding the convertible loan note is set out on note 15.

See details of directors' emoluments in the report of the directors.

18.EVENTS AFTER THE REPORTING PERIOD

Please refer to the strategic report.

19.ULTIMATE CONTROLLING PARTY

There was no single controlling party as at 31 December 2024 or 31 December 2023.

20.SHARE OPTIONS AND WARRANTS

The company has a share option scheme under which the options to subscribe for the company's shares are granted to the directors and other persons. The options are exercisable at £0.05p, for a period of 5 years, vesting immediately on award. In the event that all or part of such options are exercised within 5 years from the date of issuance, then the holder shall receive, upon exercise of each option, one new bonus option with an exercise price of £0.10 each, expiring on the 5th anniversary of issue and vesting immediately on award. The weighted average remaining contractual life of the share options outstanding at the end of the period was 2 years and 6 months.

2024 Number WAEP £

Outstanding at beginning of year

20,162,772

0.05

Issued share options - -

Issued warrants - -

Number vested and exercisable at 31 December 20,162,772 0.05

Directors Options Issued to the Year End:

	No of Options	Strike Price	Expiry date
Steve Winfield	4,500,000	£0.05	June-26
Simon GR	2,250,000	£0.05	June-26
	6,750,000

No options were granted to the directors of the company in the current year or prior year.

21.FINANCIAL INSTRUMENTS

The Board of Directors attribute great importance to professional risk management, proper understanding and negotiation of appropriate terms and conditions and active monitoring, including a thorough analysis of reports and financial statements and ongoing review of investments made.

The Company has investment guidelines that set out its overall business strategies, its tolerance for risk and its general ri sk management philosophy and has established processes to monitor and control the economic impact of these risks. The Board of Directors review and agrees policies for managing the risks as summarised below.

The Company has exposures to the following risks from financial instruments:

- Credit risk

- Liquidity risk

- Market risk

- Price risk

The Company's overall risk management process focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

The Company has no interest rate derivative financial instruments (2023: none).

The carrying values of the Company's financial assets and liabilities are summarised by category below:

	Financial assets by category:		2024		2023
			£		£
	Assets held at amortised cost:
	Other debtors		20,000		102,409
	Cash and cash equivalents		7,273		118,843
	Assets held at fair value:
	Investments		92,445		196,638
			119,718		417,890

	Financial liabilities by category:		2024		2023
			£		£
	Liabilities held at amortised cost:
	Trade and other payables		102,851		188,577
	Borrowings		70,401		29,922
			173,252		218,499

	The Company's gains and losses in respect of financial instruments are summarised below:
	Fair value gains and losses		2024		2023
			£		£
	On listed investments measured at fair value through profit and loss account		37,344		(64,425)
	On unlisted investments measured at fair value through profit and loss account		(96,537)		(600,000)
			(59,193)		(664,425)

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