Annual Results
30th Apr 2025 16:58
30 April 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.
Supernova Digital Assets PLC("Supernova" or the "Company")
Annual Results
Supernova Digital Assets (AQSE: SOL), a company specialising in the Solana ecosystem, announces its audited results for the year ended 31 October 2024.
The full Annual Report of the Company is available on the Company's website: https://www.supernovaplc.com/investors
The directors of Supernova 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:
Supernova Digital Assets | |
Michael Edwards Executive Chairman | Via First Sentinel |
First Sentinel | |
Corporate Adviser Brian Stockbridge
| +44 7858 888 007 |
Supernova Digital Assets PLC - Company Number 12291603 Chairman's Statement
For the year ended 31 October 2024
During the previous year the Board of Directors of the Company decided that best interests were served by divesting a number of non-core businesses and focusing on the Solana cryptocurrency ecosystem. It is the Board's opinion that Solana will be integral to the success of the crypto environment and there will be an increasing level of development of system architecture that sits on the Solana ecosystem. In doing so, the overhead burden of the Company was significantly reduced.
As part of that focus on the Solana ecosystem, this year the Company purchased 100% of the Share Capital of Hyperslot PTE Ltd., which was the owner of Solana Delegator technology. This technology allows Supernova to offer a platform whereby owners of Solana can stake their tokens via the Supernova. Doing this generates two revenue streams; Delegator Yield and Maximum Extractable Value (MEV). The owner of the Solana keeps most of the yield. The Company keeps the MEV and a small part of the yield.
Most of Supernova's available resources are invested in Solana tokens which were acquired at an average price of £27.28. These tokens are staked on its own Delegator and for these the Company receives all the yield and the MEV.
I am pleased to report that, at current Solana pricing and yield/MEV returns, the company is cash flow positive after all operational costs.
In addition to the investment in Solana tokens, the Company has invested a smaller amount into certain other minor, although regularly traded, tokens. The thesis is that these minor tokens have historically shown a greater propensity to magnify the movements in the price of Solana and as such further gears the Company to Solana.
After the year end, the Company entered into a loan facility with a regulated Swiss bank that provides a line of credit to the Company in exchange for the Company depositing Solana collateral with the Swiss bank. This way the Company is in a position to take advantage of opportunities without having to liquidate its Solana holdings.
In addition, the Company still has 30,000,000 shares in Phoenix Digital Assets plc ("PNIX") which is 6.5% of the total PNIX shares in issue. PNIX is an AQSE listed Investment Fund that specialises in major crypto tokens. PNIX has a total market capitalisation at date of signing of £19.98m. The Company retains a positive outlook for crypto in 2025 and, as such, intends to retain this holding for now.
Finally, the Company has 76,332,000 shares in Streaks AI plc which have a current market valuation of £381k.
MS Edwards
Executive Chairman
29 April 2025
Strategic Report
The Directors present their strategic report for the year ended 31 October 2024.
Change of Name
On 24 January 2024, the Company's name was changed from Aqru PLC to Supernova Digital Assets PLC. The change aligns the Company's name with its strategic focus to become a value provider for the Solana cryptocurrency ecosystem.
The change of name better reflects the Company's desire to build an active and engaged community of investors that believe in the opportunity of the Solana cryptocurrency ecosystem and want public market exposure to this area.
The Company has invested in this Infrastructure by buying 100% of the share capital of Hyperslot PTE Ltd. which owned Solana Delegator technology. The Company's main source of income now is yield and MEV generated by this Delegator.
Review of Business
Net results show a profit after taxation of £2,456k (2023: loss of £6,707k) during the period with total Net Assets of £5,854k (2023: £2,931k), and £60k (2023: £68k) in 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 have been used by the Board to assess performance over the year to 31 October 2024. The main KPIs for the Company are listed as follows:
2024 | 2023 | |
Net asset value | £5,854k | £2,931k |
Net asset value per share | 0.37p | 0.24p |
Solana Price | $174.93 | $28.72 |
Principal risks and uncertainties
The principal risk is that 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.
Crypto risk
The Company has significant crypto assets. The historical volatility of crypto is significant and typically greater than other asset classes and this presents a risk as to the assumed ongoing carrying value of these crypto assets. In terms of mitigation the key activity is careful monitoring of important metrics impacting the broader Crypto market such as the M2 Money Supply.
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.
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
Interest rate risk is the risk that the fair value of future cashflows of a financial instrument will fluctuate because of changes in market interest rates. This is related to the underlying valuation of equity investments.
Management does not believe the Company is any more exposed to financial statement risk factors than others in the industry and has a system of internal controls and procedures that are designed to mitigate such risks.
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
Foreign exchange risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchanges rates.
Section 172(1) Statement
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. In particular:
To ensure that the Board takes 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. The Key Performance Indicators (KPIs) that are monitored are Net Asset Value and Net Asset Value per share. There are no non-financial KPIs that are monitored. The Company's performance and progress is also reviewed regularly at Board meetings.
The Company's employees are fundamental to the success of the business. The directors understand that it is critical to engage with and understand their views and to ensure that all employees' interests are considered. To strengthen employee engagement, the Directors promote and encourage all employees to raise any concerns or suggestions with senior management without hesitation.
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.
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 and employees.
FUTURE DEVELOPMENTS
Having invested into the Solana cryptocurrency ecosystem and Solana itself, the Board are focused on developing an active shareholder base that sees the Company as its route to exposure to this ecosystem via public markets.
After the year end, the Company entered into a loan facility with a regulated Swiss bank that provides a line of credit to the Company in exchange for the Company depositing Solana collateral with the Swiss bank. This way the Company is in a position to take advantage of opportunities without having to liquidate its Solana holdings. We remain positive regarding the outlook for Crypto generally and Solana in particular. We do recognise the volatility of this asset is more than more conventional assets but our focus on key metrics such as M2 money supply gives us confidence that we can identify macro-economic trends in this area.
ON BEHALF OF THE BOARD:
Nicholas Lyth
Director
29 April 2025
Directors' Report
The Directors present their report together with the audited financial statements for the year ending 31 October 2024.
Results and dividends
The trading results for the year ended 31 October 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 (2023: £Nil).
Principal activities and review of the business
The principal activity of the Company is to identify investment and business building opportunities in the Solana and crypto currency ecosystem.
Directors serving during the year
MS Edwards N J Lyth
R M Rutledge
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:
31 October 2024 | 31 October 2023 | |||
Ordinary shares | Share warrants held | Ordinary shares | Share warrants held | |
MS Edwards1 | 90,913,000 | 8,000,000 | 90,913,000 | 18,000,000 |
NJ Lyth | 11,500,000 | 4,000,000 | - | 6,000,000 |
RM Rutledge | 2,000,000 | - | 2,000,000 | 2,000,000 |
1 MS Edwards holds 17,666,667 shares in his own name and the remainder of his holdings are in the name Marallo Holdings Inc. which is controlled by the Director
Following year-end, the Company granted options to the Directors (refer to Note 23). The interest of the Directors following this grant are as follows:
29 April 2025 | ||
Ordinary shares | Share warrants held | |
MS Edwards1 | 90,913,000 | 108,000,000 |
NJ Lyth | 11,500,000 | 54,000,000 |
RM Rutledge2 | 2,000,000 | 10,000,000 |
1 MS Edwards holds 17,666,667 shares in his own name and the remainder of his holdings are in the name Marallo Holdings Inc. which is controlled by the Director
2 RM Rutledge's options are held in the name of Carraway Capital Corporation which is controlled by the Director
Significant shareholders
As at 29 April 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 Ordinary shares | Percentage of issued share capital | |
Andrew Offit | 220,921,912 | 13.8% |
Sarah Global VCC | 167,000,000 | 10.4% |
Phillip Blows | 127,884,880 | 8.0% |
Mountain View Ventures AG | 127,209,883 | 7.9% |
Hacienda Management Pte | 120,000,000 | 7.5% |
Marallo Holdings Inc1 | 73,246,633 | 4.6% |
1Marallo Holdings Inc is controlled by MS Edwards (executive chairman)
Related party transactions
Related party transactions are disclosed in note 21.
Going concern
The Directors, having made due and careful enquiry, are of the opinion that the Company has adequate working capital to meet its obligations over the assessed period to the end of at least 12 months from the date of approval of these financial statements. With
£60k of Cash and Cash Equivalents at 31 October 2024 (2023: £68k), the Directors have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. In reaching this conclusion the Board of Directors have taken into consideration not just the cash balance but also the readily liquidable assets such as Solana (valued at $2.58m at the date of signature of these results) and Phoenix Digital Assets plc (valued at £1.38m at the date of signature of these results). The liquid assets referred to, are both linked to cryptocurrency, which the directors acknowledge is an asset that is more volatile in value than other assets and therefore could fluctuate materially over time. As a result, the Directors have adopted the going concern basis of accounting in the preparation of the annual financial statements.
Events after the reporting date
Events after the reporting date are disclosed in note 23.
Streamlined Energy and Carbon Reporting (SECR)
The Company is not required to disclose information regarding its energy use due to its usage being below the set limit for disclosure.
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
Kreston Reeves LLP have expressed their willingness to continue as auditor and a resolution to re-appoint Kreston Reeves LLP will be proposed at the Annual General Meeting.
On behalf of the Board of Directors
Nicholas Lyth
Director
29 April 2025
Statement of Directors' Responsibilities
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 UK adopted International Accounting Standards (IAS), in conformity with the requirements of the Companies Act 2006.
The financial statements are required by law and IAS 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 United Kingdom adopted International Accounting Standards (IAS), in conformity with the requirements of the Companies Act 2006, 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.
Supernova Digital Assets PLC - Company Number 12291603 Statement of Comprehensive Income
For the year ended 31 October 2024
Note | 2024 | 2023 (restated)* | |
£'000 | £'000 | ||
Revenue | 4 | 89 | - |
89 | - | ||
Other operating income | 5 | 25 | 128 |
Fair valuation movements in intangible assets - cryptocurrencies | 12 | 3,030 | 264 |
Fair valuation movements in investments | 13 | (252) | (2,437) |
Profit on disposal of intangible assets - cryptocurrencies | 58 | - | |
Profit/(loss) on disposal of investments | 100 | (3,799) | |
Administrative expenses | 6 | (593) | (1,034) |
Operating Profit/(loss) | 2,456 | (6,878) | |
Finance income | 7 | - | 171 |
Profit/(loss) before taxation | 2,456 | (6,707) | |
Taxation | 9 | - | - |
Profit/(loss) after taxation and total comprehensive profit/(loss) for the year | 2,456 | (6,707) | |
Earnings/(loss) per ordinary share: | |||
Basic earnings/(loss) per share | 10 | 0,17p | (0.55p) |
Diluted earnings/(loss) per share | 10 | 0.17p | (0.55p) |
*The comparative information has been restated as a result of the change in accounting policy as discussed in note 3. The gains on cryptocurrencies, previously recognised in other comprehensive income, have now been reclassified to profit or loss. As a result, the loss in prior year decreased.
Supernova Digital Assets PLC - Company Number 12291603 Statement of Financial Position
As at 31 October 2024
2024 | 2023 (restated)* | ||
Note | £'000 | £'000 | |
Non-Current Assets | |||
Intangible assets - cryptocurrencies | 12 | 3,998 | 937 |
Investments | 13 | 1,878 | 1,953 |
Property, plant and equipment | 11 | - | - |
Total non-current assets | 5,876 | 2,890 | |
Current Assets | |||
Trade and other receivables | 14 | 4 | 47 |
Cash and cash equivalents | 15 | 60 | 68 |
Total current assets | 64 | 115 | |
Total assets | 5,940 | 3,005 | |
Shareholders' equity | |||
Share capital | 17 | 1,603 | 1,211 |
Share premium | 17 | - | 9,817 |
Distributable reserve | 17 | 9,892 | - |
Share based payments reserve | 17 | 241 | 923 |
Retained earnings | (5,882) | (9,020) | |
Total shareholders' equity | 5,854 | 2,931 | |
Current Liabilities | |||
Trade and other payables | 16 | 86 | 74 |
Total current liabilities | 86 | 74 | |
Total liabilities | 86 | 74 | |
Total equity and liabilities | 5,940 | 3,005 |
*The comparative information has been restated as a result of the change in accounting policy as discussed in note 3.
The financial statements were approved by the Board of Directors and authorised for issue on 29 April 2025 and were signed on its behalf by:
Nicholas Lyth - Director
Supernova Digital Assets PLC - Company Number 12291603 Statement of Changes in Equity
As at 31 October 2024
Share capital |
Share Premium |
Distributable reserve |
Share-based payments reserve | Fair value reserve- Crypto currencies |
Retained earnings |
Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Year ended 31 October 2023 (restated)* | |||||||
At 1 November 2022 | 1,211 | 9,817 | - | 923 | 239 | (2,552) | 9,638 |
Restatement | - | - | - | - | (239) | 239 | - |
At 1 November 2022 (restated)* |
1,211 |
9,817 |
- |
923 |
- |
(2,313) |
9,638 |
Loss for the year and total comprehensive loss |
- |
- |
- |
- |
- |
(6,707) |
(6,707) |
At 31 October 2023 | 1,211 | 9,817 | - | 923 | - | (9,020) | 2,931 |
Year ended 31 October 2024 | |||||||
At 1 November 2023 | 1,211 | 9,817 | - | 923 | - | (9,020) | 2,931 |
Shares issued in the year | 392 | 75 | - | - | - | - | 467 |
Profit for the year and total comprehensive profit | - | - | - | - | - | 2,456 | 2,456 |
Cancellation of share premium account | - | (9,892) | 9,892 | - | - | - | - |
Lapse of warrants | - | - | - | (682) | - | 682 | - |
At 31 October 2024 | 1,603 | - | 9,892 | 241 | - | (5,882) | 5,854 |
*The comparative information has been restated as a result of the change in accounting policy as discussed in note 3. As a result of the change in accounting policy for the fair value measurement of cryptocurrency holdings, the opening balances at 1 November 2022 have been restated. The Fair value reserve was eliminated and a corresponding increase was made to Retained earnings.
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.
Distributable reserve
Distributable reserve represents the Share premium that was cancelled during the year as part of the intended share buyback process. These reserves will be utilised to implement the share buyback. Following year-end, the Company acquired 67,000,000 ordinary shares of £0.001 each as part of the Share buyback process (refer note 23).
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.
Supernova Digital Assets PLC - Company Number 12291603 Statement of Cash Flows
For the year ended 31 October 2024
2024 | 2023 (restated)* | |
£'000 | £'000 | |
Operating activities | ||
Profit/(loss) for the year | 2,456 | (6,707) |
Adjustments: | ||
Non-cash generated income | (89) | |
Depreciation | - | 1 |
Finance Income | - | (171) |
Fair value loss on investments | 252 | 2,437 |
Fair value gains on cryptocurrencies | (3,030) | (264) |
(Profit)/loss on disposal of investments | (100) | 4,060 |
Profit on disposal of cryptocurrencies | (58) | - |
Foreign exchange | 43 | (24) |
Working capital adjustments: | ||
Decrease/(increase) in trade and other receivables | 43 | (33) |
Increase/(decrease) in trade and other payables | 12 | (17) |
Net cash used in operating activities | (471) | (718) |
Investing activities | ||
Purchase of investments | (230) | (2,350) |
Disposal of investments | 153 | - |
Purchase of intangible assets - cryptocurrencies | (114) | (475) |
Disposal of intangible assets - cryptocurrencies | 187 | - |
Finance income | - | 171 |
Net cash used in investing activities | (4) | (2,654) |
Financing activities | ||
Proceeds from issue of shares | 467 | - |
Net cash from financing activities | 467 | - |
Net (decrease in cash and cash equivalents |
(8) |
(3,372) |
Cash and cash equivalents at start of year | 68 | 3,440 |
Cash and cash equivalents at end of year | 60 | 68 |
*The comparative information has been restated as a result of the change in accounting policy as discussed in note 3.
Supernova Digital Assets PLC - Company Number 12291603 Notes to the Financial Statements
For the year ended 31 October 2024
1. Accounting Policies
Corporate Information
Supernova Digital Assets PLC, (the Company) principal activity is to identify investment and business building opportunities in the Solana cryptocurrency ecosystem.
The Company is a public limited company incorporated and domiciled in England and Wales. The registered office is 9th Floor, 16 Great Queen Street, London, WC2B 5DG.
The Company was incorporated on 31 October 2019 originally under the name Dispersion Holdings plc before changing its name to Aqru PLC on 10 January 2022. On 24 January 2024, the Company's name was changed from Aqru PLC to Supernova Digital Assets PLC.
The Company is listed on the Access segment of the Aquis Stock Exchange Growth Market.
General information
The financial statements are presented in Pound Sterling (£) rounded to the nearest £1,000.
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 ("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.
Consolidated accounts were not prepared as there were no material subsidiaries at year-end.
Going concern
The Directors, having made due and careful enquiry, are of the opinion that the Company has adequate working capital to meet its obligations over the assessed period to the end of at least 12 months from the date of approval of these financial statements. With £60k of Cash and Cash Equivalents at 31 October 2024 (2023: £68k), the Directors have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. In reaching this conclusion the Board of Directors have taken into consideration not just the cash balance but also the readily liquidable assets such as Solana cryptocurrency (valued at $2.58m at the date of signature of these results) and Phoenix Digital Assets plc (valued at £1.38m at the date of signature of these results). The liquid assets referred to, are both linked to cryptocurrency, which the directors acknowledge is an asset that is more volatile in value than other assets and therefore could fluctuate materially over time. As a result, the Directors have adopted the going concern basis of accounting in the preparation of the annual financial statements.
Accounting Policies continued
New standards, amendments and interpretations adopted by the Company
The following IFRS or IFRIC interpretations were effective for the first time for the financial year beginning 1 November 2023.
Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements:
Standards/ interpretations | Application |
IAS 16 | Property, Plant and Equipment Amendments prohibiting a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use |
IAS 1 | Presentation of Financial statements Amendments regarding the disclosure of accounting policies |
IAS 8 | Accounting policies, Changes in Accounting Estimates and Errors Amendments regarding definition of accounting estimates |
IAS 12 | Income Taxes - Amendments regarding deferred tax on leases and decommissioning obligations - Amendments to provide a temporary exception to the requirements regarding deferred tax assets and liabilities related to pillar two income taxes |
New standards, amendments and interpretations not yet adopted by the Company
Standards/ interpretations | Application | Effective date |
IFRS S1 | General Requirements for Disclosure of Sustainability- related Financial Information Original issue | 01/01/2024 |
IFRS S2 | Climate-related Disclosures Original issue |
01/01/2024 |
IFRS 7 | Financial Instruments: Disclosures Amendments regarding supplier finance arrangements |
01/01/2024 |
IFRS 7 | Financial Instruments: Disclosures - Amendments regarding the classification and measurement of financial instruments Amendments resulting from Annual Improvements to IFRS Accounting Standards - Volume 11 (including implementation guidance) |
01/01/2026 |
IFRS 9 | Financial Instruments - Amendments regarding the classification and measurement of financial instruments Amendments resulting from Annual Improvements to IFRS Accounting Standards - Volume 11 |
01/01/2026 |
Accounting Policies continued
New standards, amendments and interpretations not yet adopted by the Company continued
Standards/ interpretations | Application | Effective date |
IFRS 10 | Consolidated Financial Statements Amendments resulting from Annual Improvements to IFRS Accounting Standards - Volume 11 |
01/01/2026 |
IFRS 16 | Leases Amendments to clarify how a seller-lessee subsequently measures sale and leaseback transactions |
01/01/2024 |
IFRS 18 | Presentation and Disclosures in Financial Statements Original Issue |
01/01/2027 |
IFRS 19 | Subsidiaries without Public Accountability: Disclosures Original issue |
01/01/2027 |
IAS 1 | Presentation of Financial Statements Amendments regarding the classification of liabilities Amendments to defer effective date if January 2020 amendments Amendments regarding classification of debt with covenants |
01/01/2024 |
IAS 7 | Statement of Cash Flows Amendments regarding supplier finance arrangements |
01/01/2024 |
IAS 7 | Statement of Cash Flows Amendments resulting from Annual Improvements to IFRS Accounting Standards - Volume 11 |
01/01/2026 |
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.
Revenue
Revenue comprises Delegator Yield and Maximum Extractable Value (MEV). Revenue is recognised on the earned Solana at the date of receipt of the earned Solana as this happens every Epoch which is generally 3-4 days. This is recognised at the prevailing Solana price on the date of receipt.
Intangible assets
Crypto currencies
Crypto currencies that are held under a business model with the intention to "hold to collect" the associated cash flows are accounted for as intangible assets with an indefinite life.
These assets are initially recognised on the balance sheet at cost and are remeasured at fair value at the end of each period with any gains or losses in the value recognised in the Statement of Profit and Loss and Other Comprehensive Income.
Property, plant and equipment
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item or property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit and loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided for at:
Computer equipment 3 years straight line
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.
Fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets designated upon initial recognition as at fair value through profit or loss.
Financial assets designated at fair value through the profit or loss are those that have been designated by management upon initial recognition.
Financial assets at fair value through the profit or loss are recorded in the statement of financial position at fair value.
Changes in fair value are recorded in "Fair valuation movements in financial assets designated at fair value through profit or loss".
Amortised cost
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.
Financial Instruments continued
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.
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's 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.
Investments
Investments are initially measured at fair value. Where shares are publicly traded or the fair value can otherwise be measured reliably, any changes in fair value are recognised in profit or loss. When it is not possible to measure their fair value reliably, these investments are instead measured at cost less impairment.
Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short- term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Share based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.
The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying the Black Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
• during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.
• from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.
Other comprehensive income
Gains or losses in the value of crypto currencies held as intangible assets are recognised as other comprehensive income ("OCI") in the Statement of Profit and Loss and Other Comprehensive Income and transferred to a separate fair value reserve under equity
Interest receivable recognition
Interest receivable is recognised in the period in which it is earned.
2. Critical accounting estimates and judgements
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any periods that will materially affect the accuracy of the financial statements. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed below:
2.1 Share-based payment transactions
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting
estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying
amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. This estimate will affect the share based payments expense in the statement of profit or loss and other comprehensive income and share based payment reserve on the statement of financial position. The specific estimates are the timing of exercise and the volatility index used.
2.2 Cryptocurrencies
The Company holds a variety of cryptocurrencies at the reporting date.
The Company has determined that most cryptocurrency assets are highly volatile financial instruments which are most commonly recognised in accordance with IAS 38 - Intangible Assets. At each reporting date, all coins that are held within Intangible Assets are revalued at each reporting date through Profit or loss.
2.3 Investments
Investments are classified as listed or unlisted. The valuation of listed investments is determined with reference to published share prices. The valuation of unlisted investments is assessed by the Company at each reporting date using any available financial information or reports available to them at that time. The Company's assessment of these valuations is subjective and may therefore impact profit and loss and equity in future periods. These assessments are categorised within the Fair Value Hierarchy detailed in Note 20.
3. Change in Accounting Policy - Fair value measurement of Cryptocurrencies
During the current year, the Company reviewed its accounting policy for the treatment of fair value movements in its cryptocurrency holdings. Previously, the Company recognised unrealized gains and losses arising from changes in the fair value of cryptocurrencies through Other Comprehensive Income (OCI), with corresponding adjustments made to a Fair Value Reserve within equity.
Effective from 1 November 2023, the Company has changed its policy to recognise all such fair value movements directly in the Statement of Profit or Loss. This change was made to better reflect the nature of the Company's cryptocurrency holdings as assets held for trading or with the intention of realizing gains in the short to medium term.
The change in accounting policy has been applied retrospectively in accordance with IAS8. As a result, comparative figures have been restated. The impact of the change on the prior year's financial statements is as follows:
· Other comprehensive income for the year ended 31 October 2023 decreased by £264k
· Loss for the year ended 31 October has been reduced by £264k
· The fair value reserve at 31 October 2023 has been eliminated
· Retained earnings at 31 October 2023 have increased by £503k
4. Revenue
2024 £'000 | 2023 £'000 | |
Solana Yield and MEV | 89 | - |
89 | - |
The Company generated revenue in the form of Delegator Yield and Maximum Extractable Value (MEV) for the year ended 31 October 2024, by offering a platform whereby owners of Solana could stake their tokens.
5. Other operating income
2024 £'000 | 2023 £'000 | |
Other operating income | 25 | 128 |
25 | 128 |
For the year ended 31 October 2024, Other operating income relates to income earned from the utilisation of the London Carbon Exchange platform by a related party (refer to note 21).
For the year ended 31 October 2023, other operating income related to management services provided to subsidiary entities that were disposed during the prior year.
6. Administrative expenses
2024 £'000 | 2023 £'000 | |
Directors' fees | 172 | 172 |
Directors' salaries & wages | 33 | 305 |
Professional fees | 235 | 347 |
Accountancy fees | 54 | 74 |
Audit fees | 25 | 20 |
Bank charges | 11 | 34 |
Other expenses | 63 | 82 |
593 | 1,034 |
7. Finance Income
2024 £'000 | 2023 £'000 | |
Loan interest income | - | 171 |
171 |
The loan interest income in the prior year related to interest on intercompany loans to subsidiary entities that were disposed of during the prior year.
8. Directors' and key management personnel
Directors' remuneration for the year ended 31 October 2024 is as follows:
Salary £'000 | Fees £'000 | Benefits £'000 | Pension Contribution £'000 | Total 2024 £'000 | |
MS Edwards | - | 96 | - | - | 96 |
NJ Lyth | 33 | 40 | 3 | 1 | 77 |
RM Rutledge | - | 36 | - | - | 36 |
33 | 172 | 3 | 1 | 209 |
Directors' remuneration for the year ended 31 October 2023 is as follows:
Salary £'000 | Fees £'000 | Benefits £'000 | Pension Contribution £'000 | Total 2023 £'000 | |
MS Edwards | - | 96 | - | - | 96 |
NJ Lyth | 30 | 40 | 3 | 3 | 76 |
RM Rutledge | - | 36 | - | - | 36 |
PJ Blows1 | 106 | - | 13 | 11 | 130 |
DG Try1 | 169 | - | 22 | 18 | 209 |
305 | 172 | 38 | 32 | 547 |
1 Resigned on 25 August 2023
Emoluments above are paid in full at the end of both financial years.
During the year, the Company had an average of 3 employees who were management (2023: 3). The employees are Directors and key management of the Company. There are no employees other than Directors.
9. Taxation
The tax assessed on loss before tax for the year differs to the applicable corporation tax rate in the UK of 25% (2023: 22.5%). The differences are explained below:
2024 £'000 | 2023 £'000 | |
Profit/(loss) before tax | 2,456 | (6,971) |
Loss before tax multiplied by effective rate of corporation tax of 22.5% (2022:19%) |
614 |
1,568 |
Effect of: | ||
Tax exempt income | (764) | - |
Non-deductible expenses | 26 | - |
Capital gains on disposal of assets | 22 | |
Fair value movement in investments | 63 | (548) |
Loss on disposal of assets | - | (855) |
Deferred tax not recognised | 40 | (165) |
Tax charge in the income statement | - | - |
The Company has incurred tax losses for the year and a corporation tax expense is not anticipated. The amount of the unutilised tax losses has not been recognised in the financial statements as the recovery of this benefit is dependent on future profitability, the timing of which cannot be reasonably foreseen. The unrecognised and revised deferred tax asset at 31 October 2024 is £548k (2023: £552k).
10. Earnings per ordinary share
The earnings and number of shares used in the calculation of earnings/(loss) per ordinary share are set out below:
2024
£'000 | 2023 restated* £'000 | |
Basic: | ||
Profit/(loss) for the financial period | 2,456 | (6,707) |
Weighted average number of shares | 1,464,679,198 | 1,211,225,646 |
Earnings/(loss) per share (pence) | 0.17 | (0.55) |
2024 £'000 |
2023 £'000 | |
Fully Diluted: | ||
Profit/(loss) for the financial period | 2,456 | (6,707) |
Weighted average number of shares | 1,464,679,198 | 1,211,225,646 |
Earnings/(loss) per share (pence) | 0.17 | (0.55) |
*The comparative information has been restated as a result of the change in accounting policy as discussed in note 3.
For the year ended 31 October 2024, there is no difference between the basic earnings per share and the diluted earnings per share. The exercise prices of the outstanding share options are above the average market price of the shares and are therefore not dilutive.
For the year ended 31 October 2023 there was no difference between the diluted loss per share and the basic loss per share presented due to the loss position of the Company.
11. Property, plant and equipment
Computer equipment | 2024 £'000 | 2023 £'000 |
Cost | ||
At start of the year | 2 | 2 |
Additions | - | - |
At end of year | 2 | 2 |
Depreciation | ||
At start of the year | (2) | (1) |
Charge for the year | - | (1) |
At end of year | (2) | (2) |
Net book value | - | - |
 |
12. Intangible Assets - cryptocurrencies
2024 £'000 | 2023 £'000 | |
Cost | ||
At start of the year | 937 | - |
Additions | 114 | 475 |
Yield income/revenue | 89 | |
Transfer | - | 174 |
Fair value gains on cryptocurrencies | 3,030 | 264 |
Disposals | (129) | - |
Exchange difference | (43) | 24 |
At end of the year | 3,998 | 937 |
Net book value | 3,998 | 937 |
During the prior year, £174k of cryptocurrency was transferred from Accru Finance Limited which was a subsidiary and was disposed of in the prior year.
13. Investments
Share in group undertakings £'000 | Listed investments £'000 | Unlisted investments £'000 |
Total £'000 | ||
Year ended 31 October 2024
Cost | |||||
Opening Balance - 1 November 2023 | 10 | 1,943 | - | 1,953 | |
Additions | - | 33 | 197 | 230 | |
Disposals | - | (16) | (37) | (53) | |
Impairments | - | (33) | (160) | (193) | |
Revaluations | - | (59) | - | (59) | |
At 31 October 2024 | 10 | 1,868 | - | 1,878 | |
Net book value 31 October 2024 | 10 | 1,868 | - | 1,878 |
Cost | ||||
Opening Balance - 1 November 2022 | 1,294 | 740 | 376 | 2,410 |
Additions | 10 | 2,340 | - | 2,350 |
Disposals | (320) | (50) | - | (370) |
Impairments | (974) | - | (376) | (1,350) |
Revaluations | - | (1,087) | - | (1,087) |
At 31 October 2023 | 10 | 1,943 | - | 1,953 |
Net book value 31 October 2023 | 10 | 1,943 | - | 1,953 |
13. Investments (continued)
During the current year, the Company made the following investments:
· £225k for 100% of the share capital of Hyperslot PTE Limited,
· £75k in Flex Labs Inc.,
· £10k in Roundhouse Pte Ltd, and
· £33k in TikTok International.
During the current year, the following investments were disposed of:
· 1,238k Flex Lab shares with a value of £37k
· 4,000k shares in ChallengerX with a value of £16k.
The remaining investment in Flex Lab was impaired at year end.
The investments in TikTok, Langland Software Solutions Ltd, Roundhouse Pte Ltd and Hyperslot PTE Limited were also impaired at year end.
The country of incorporation and investment class for investments held by the Company at 31 October 2024 are listed below:
£'000 | Country of Incorporation | Investment class | |
London Carbon Exchange Ltd | 10 | United Kingdom | Subsidiary - Unlisted |
Phoenix Digital Assets PLC | 1,500 | United Kingdom | Listed |
NYCE International PLC (previously Challenger X PLC) | 234 | United Kingdom | Listed |
Streaks AI PLC (previously Streaks Gaming PLC) | 134 | United Kingdom | Listed |
1,878 |
The Company has the following investment directly in subsidiaries at 31 October 2024:
Name and registered address of company | Share- holding | Value of share- holding £'000 | Country of incorporation |
Nature of business |
London Carbon Exchange Ltd 16 9th Floor, Great Queen Street, London United Kingdon, WC2B 5DG | 100% | 10 | United Kingdom | Non-trading |
ByBrix Inc 257 Old Churchmans rd, new castle, de 19720 | 80% | - | United States of America | Non-trading |
ByBrix BVI
Columbus Centre, P.O. Box 2283, Road Town, Tortola, VG1110, British Virgin Islands | 80% | - | British Virgin Islands | Non-trading |
Blocklender Suite 3000, Bentall Four, 1055 Dunsmuir Street, Vancouver, British Columbia, Canada V7X 1K8 | 100% | - | United States of America | Non-trading |
Defi Yield Technologies Inc Suite 1700, 1055 West Hastings St, Vancouver, BC V6E 2E9 | 100% | - | Canada | Non-trading |
Fair value
The fair value of unquoted investments is established using valuation techniques. These include the use of quoted market prices, recent arm's length transactions and discounted cash flow analysis. Where a fair value cannot be estimated reliably the investment is reported at the carrying value at the previous reporting date in accordance with International Private Equity and Venture Capital ("IPEVC") guidelines.
The Company assesses at each balance sheet date whether there is any objective evidence that the unquoted investments are impaired. The unquoted investments are deemed to be impaired, if and only if, there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of the asset (an incurred 'loss event') and that loss event (or events) has an impact on the estimated future fair value of the investments that can be reliably measured.
14. Trade and other receivables
2024 £'000 | 2023 £'000 | |
Prepayments | 4 | 7 |
Other debtors | - | 40 |
4 | 47 |
The Other debtors balance in the prior year relates to the amount owing from the sale of LawBeam Limited to Langland Software Solutions Ltd as part of the restructuring of the Company's digital asset business. This was received in full in the current year.
15. Cash and cash equivalents
2024 £'000 | 2023 £'000 | |
Cash at bank | 60 | 68 |
60 | 68 |
The Directors consider that the carrying value of cash and cash equivalents approximates their fair value.
16. Trade and other payables
2024 £'000 | 2023 £'000 | |
Trade creditors | 63 | 11 |
Accrued expenses | 22 | 29 |
VAT payable | - | 22 |
Social security and other taxes | 1 | 12 |
86 | 74 |
Share capital
Issued and fully paid | ||||
Allotted and issued ordinary shares of £0.001 each | 2024 Number | 2024 £'000 | 2023 Number | 2023 £'000 |
At beginning of the year | 1,211,225,646 | 1,211 | 1,211,225,646 | 1,211 |
Shares issued in the year | 392,000,000 | 392 | - | - |
At end of the year | 1,603,225,646 | 1,603 | 1,211,225,646 | 1,211 |
During the year ended 31 October 2024 the following shares were issued:
Number |
£'000 | Issue price per share | |
4 March 2024 | 242,000,000 | 242 | 0.1p |
18 March 2024 | 150,000,000 | 150 | 0.15p |
392,000,000 | 392 |
During the year ended 31 October 2023 there were no shares issued.
Share premium and Distributable reserve
Share premium £'000 | Distributable reserve £'000 | |
Balance at 1 November 2023 | 9,817 | - |
Shares issued in the year | 75 | - |
Cancellation of share premium account | (9,892) | 9,892 |
Balance at 31 October 2024 | - | 9,892 |
On 5 August 2024, as part of the intended Share buyback process, The Company confirmed the reduction of the Share capital by way of cancellation of its Share premium account and the creation of a Distributable reserve account.
18. Share based payments
Share warrants
2024 | 2023 | |||
Weighted average exercise price (p) |
Number | Weighted average exercise price (p) |
Number | |
Outstanding at the beginning of the year | 3.21 | 96,200,000 | 3.21 | 96,200,000 |
Lapsed during the year | 1.45 | 31,500,000 | - | - |
Outstanding at the end of the year | 4.29 | 64,700,000 | 3.21 | 96,200,000 |
Exercisable at the end of the year | 4.29 | 64,700,000 | 3.21 | 96,200,000 |
At 31 October 2024, the Company had the following warrants in issue:
.
Date of grant | 30 April 2021 | 8 January 2022 |
Number outstanding | 9,100,000 | 55,600,000 |
Contractual life | 5 years | 4 years |
Exercise price (pence) | 3 | 4.5 |
The fair value of warrants is determined using the Black-Scholes valuation model.
19. Financial Instruments and Risk Management
Capital Management
The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return to stakeholders. The overall strategy of the Company is to minimise costs and liquidity risk whilst simultaneously maximising value to shareholders.
The capital structure of the Company consists of equity attributable to equity holders of the Company, comprising issued share capital, share premium, foreign exchange and fair values reserves and retained earnings as disclosed in the Statement of Changes of Equity.
The Company is exposed to a number of risks through its normal operations, the most significant of which are credit, foreign exchange and liquidity risks. The management of these risks is vested to the Board of Directors.
General objectives and policies
The management of the Company ensures the definition and control of the risk management policy. The objective of this policy is to identify and analyse the risks facing the Company, to define the limits within which the risks must fall, to manage the risks and to ensure compliance with the defined limits. The risk management policy and systems are regularly reviewed to take into account changes in market conditions and activities of the Company. The Company, through its management rules, aims to develop a rigorous and constructive environment in which employees have a good understanding of their roles and obligations.
The overall objective of the Board is to set policies that seek to reduce risk as far as practical without unduly affecting the Company's competitiveness and flexibility. Further details regarding these policies are:
Principal financial instruments
The principal financial instruments used by the Company from which the financial risk arises are as follows:
The Company's principal financial instruments comprise cash and cash equivalents, cryptocurrencies, investments in securities, trade and other receivables and trade and other payables. The Company's accounting policies and methods adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are set out in note 1 - "Accounting Policies".
The Company does not use financial instruments for speculative purposes. The carrying value of all financial assets and liabilities approximates to their fair value.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company's exposure and the credit ratings of its counterparties are monitored by the Board of Directors to ensure that the aggregate value of transactions is spread amongst approved counterparties.
Cash and cash equivalents
The Company's investment policy is to utilize its experience in the Centralised and Decentralised Finance Sector to obtain yield income in excess of what could be obtained by conventional banking, whilst at the same time holding sufficient cash with its conventional banks to meet day to day working capital requirements. This policy introduces risk in that these deposits are held via Smart Contracts. Some Smart Contracts in the past have been hacked, resulting in loss of some or all deposits. The Company assesses the precise Smart Contracts to deposit with so as to minimize this risk.
Trade receivables
The Company applies IFRS 9 to measure expected credit losses for receivables, these are regularly monitored and assessed. The Company does not generate revenue and currently there are zero trade receivables at present so the credit risk relating to receivables is low.
The Company is not exposed to interest rate risk as it has no debt.
Derivatives, financial instruments and risk management
The Company does not use derivative instruments or other financial instruments to manage its exposure to fluctuations in foreign currency exchange rates, interest rates and commodity prices.
Crypto Risk
The Company has significant crypto assets. The historical volatility of crypto is significant and typically greater than other asset classes and this presents a risk as to the assumed ongoing carrying value of these crypto assets.
Foreign currency risk
The Company operates in a global market with income and costs arising in a number of currencies and is exposed to foreign currency risk arising from commercial transactions and translation of assets and liabilities. Currency exposures risks are reviewed regularly and at this time the Directors do not believe it necessary to engage in additional hedging strategies.
Liquidity risk
In managing liquidity risk, the main objective of the Company is to ensure that it has the ability to pay all of its liabilities as they fall due. The Company monitors its levels of working capital to ensure that it can meet its liabilities as they fall due.
20. Financial InstrumentsSet out below is an overview of financial instruments held by the Company:
2024 | 2023 | |||
Notes | £'000 | £'000 | ||
Financial assets at fair value through profit and loss | ||||
Investments | 13 | 1,878 | 1,953 | |
Total | 1,878 | 1,953 | ||
Financial assets at amortised cost | ||||
Trade and other receivables1 | 14 | - | 40 | |
Cash and cash equivalents | 15 | 60 | 68 | |
Total | 60 | 108 | ||
Financial liabilities at amortised cost | ||||
Trade payables and other payables2 | 16 | 64 | 45 | |
Total | 64 | 45 | ||
1Trade and other receivables excludes prepayments 2Trade and other payables excludes accruals | ||||
Fair value of measurement of financial instruments
The Company measures financial instruments and non-financial assets at fair value at each reporting date.
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. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
· In the principal market for the asset or liability, or
· In the absence of a principal market, in the most advantageous market for the asset or liability
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
· Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
· Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
· Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
Level 1 | Level 2 | Level 3 | |
£'000 | £'000 | £'000 | |
At 31 October 2024 | |||
Financial assets at fair value | 1,868 | 10 | - |
At 31 October 2023 | |||
Financial assets at fair value | 1,943 | 10 | - |
Full details of directors' remuneration are provided at Note 8 to these financial statements.
The Company made payments to the following companies controlled by the Directors in relation to their directors' fees.
2024 £'000 | 2023 £'000 | |
Marallo Holdings Inc - MS Edwards | 96 | 96 |
Dark Peak Services Ltd - NJ Lyth | 40 | 40 |
Carraway Corp - RM Rutledge | 36 | 36 |
165 | 165 |
At year-end of both financial years there were no amount owing to the Directors.
During the year, there was an investment of £10k in Roundhouse Pte Ltd (refer to Note 13). MS Edwards is a director of Roundhouse Pte Ltd.
During the year, the Company earned income from Ora Technology PLC, through their use of the London Carbon Exchange platform (refer note 5). MS Edwards and NJ Lyth are both directors of Ora Technology PLC.
22. Ultimate Controlling Party
As at 31 October 2024, the Company considers that there is no ultimate controlling party.
23. Post Balance Sheet Events
On 30 December 2024, the Company acquired 67,000,000 ordinary shares of £0.001 each as part of the Share buyback process. The purchased ordinary shares will be held in treasury by the Company.
On 6 January 2025, the Company granted options over a total of 160,000,000 ordinary shares of £0.001 each. These options are exercisable at 0.325p per share. Of the options granted, 50,000,000 options were granted pursuant to the Company's Enterprise Management Incentive ("EMI") Option Plan.
On 12 March 2025, the Company entered into a US$200k loan facility with a regulated Swiss bank to provide a line of credit to the Company in exchange for the Company depositing Solana collateral with the Swiss bank. On 23 March 2023, the US$200k loan facility was replaced with a US$900k loan facility.