Phoenix Digital - Annual Results
Announcement provided by
Phoenix Digital Assets PLC · PNIX30/06/2025 07:00
This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
30 June 2025
Phoenix Digital Assets PLC
("
Annual results
Phoenix Digital Assets PLC (AQSE: PNIX), is pleased to announce its audited results for the 12 months ended 31 December 2024.
A copy of the annual report will be posted on the Company's website: https://www.getphoenix.co.uk/investors
The Directors of Phoenix Digital Assets accept responsibility for this announcement.
For further information please contact:
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Phoenix Digital Assets PLC |
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Jonathan Bixby Executive Chairman |
Via First Sentinel
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First Sentinel Corporate Finance Limited |
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Corporate Adviser Brian Stockbridge |
+44 7858 888 007 |
About
Phoenix Digital Assets PLC invests in a diversified portfolio of cryptocurrency, and/or in companies or funds which have exposure to NFT or blockchain technology. The Company's leadership team have an extensive track record in the cryptocurrency sector and previously founded Argo Blockchain PLC, a global crypto miner.
Note
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.
Chairman's statement
I am delighted to report Phoenix Digital Assets PLC's full-year results for 2024.
It is hard to believe but this period has been even more successful than 2023. Our post-tax profit rose to
Following shareholder approval at a General Meeting on 11 June 2024, we purchased 625,000,000 Ordinary Shares from our shareholders at the tender price of 5.39p, equal to
The crypto market outlook for 2025 remains strong as we are entering the fourth year of the crypto cycle and the board is very bullish about the next twelve months.
Our intention remains to create value for our investors by leveraging our team's expertise to generate returns in digital asset markets. I would like to take this opportunity to thank our shareholders for their continued support and look forward to a successful 2025.
Jonathan Bixby
Executive Chairman
27 June 2025
As Chairman of the Board of Directors of Phoenix Digital Assets PLC (the Company), it is my responsibility to ensure that the Company has sound corporate governance and an effective Board and committees. The Company is an AQUIS listed Company with a focus on new technologies.
The Company has adopted the principles of the Quoted Companies Alliance Corporate Governance Code (QCA Code) for small and mid-size quoted companies. The QCA Code identifies ten principles that they consider to be appropriate arrangements and asks companies to provide an explanation on how they are meeting the principles. The Board considers that the Company complies with the QCA Code so far as it is practicable having regard to the size, and complexity of the Company and its business.
These disclosures are set out on the basis of the current Company and the Board highlights where it has departed from the Code presently.
The following paragraphs set out the Company's compliance with the 10 principles of the QCA code and the information was last updated on the Company's website on 1 June 2025.
1. Establish a strategy and business model which promotes long-term value for shareholders
The Company's strategy is to become the premier large cap crypto currency fund in the
2. Seek to understand and meet shareholder needs and expectations
The Company is committed to communicating openly with its shareholders to ensure that its strategy, business model and performance are clearly understood. The principal forms of communication are the Annual Report and Accounts, quarterly trading updates, other Regulatory News Service announcements and its website.
The Company also maintains a dialogue with shareholders through Annual General Meetings, which provides an opportunity to meet, listen and present to shareholders, and shareholders are encouraged to attend in order to express their views on the Company's business activities and performance.
External PR advisers have been appointed but there is only limited broker or analyst coverage at this stage. The Company's website is kept updated and contains details of relevant developments and has a facility for questions to be addressed to the Company and it is the Board's commitment that all reasonable questions are answered promptly.
Jonathan Bixby is the shareholder liaison and his contact details are on all announcements made by the Company.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Company's business is focused on identifying and appraising opportunities as a minority shareholder. As such, stakeholder and social responsibilities, in terms of impact on society, the communities within which the Company operates and the environment, apply less than that of an operating Company. Therefore, the Company appraises its social responsibilities as part of its investment appraisal process.
The key resource on which the Company relies is the collective experience of the Directors. All employees within the Company are valued members of the team, and the Board seeks to implement provisions to retain and incentivise all its employees.
As an equal opportunity employer, we are committed to embedding equality and inclusion in all our practices and aim to establish an inclusive culture, that celebrates diversity, is free from discrimination and based on the values of dignity and respect.
In terms of its shareholders, the Company aims to provide transparent and balanced information to encourage support and confidence in the Board's approach.
The Board recognises that the long-term success of the Company is reliant upon the efforts of its stakeholders and has close ongoing relationships with a broad range of its stakeholders.
4. Embed effective risk management, considering the opportunities and threats, throughout the organisation
The Board recognises the need for an effective and well-defined risk management process and it oversees and regularly reviews the current risk management and internal control mechanisms.
The Board considers risk management to fall into two broad categories, being investment activity of the Company and the operations of the Company:
(a) The investment risk is considered as part of the appraisal processes and by way of due diligence and ongoing monitoring.
(b) The Company uses internal appraisal and annual audit to ensure financial risks are evaluated in detail. Board meetings are also used for the Directors to raise any issues relating to business risk arising from the Company's business model and operations.
Dealings in the Company's shares are monitored and any dealings must first be approved by the Chairman.
The risk assessment matrix below sets out and categorises key risks and outlines the mitigating actions which are in place. This matrix is updated as changes arise in the nature of risks or the mitigating actions implemented, and the Board reviews these on a regular basis. The Company has identified the principal risks to the Company achieving its objectives as follows:
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Risk |
Potential Impact |
Mitigation |
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Loss or impairment on its shareholdings and other Investments |
The fall in value of investments would have a material adverse effect on our operations and financial performance |
To mitigate this risk, the Company keeps its portfolio of shareholdings and other investments under careful review, only continuing to retain those in which the Company believes there is a strong possibility of profitable exit. |
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Ability to identify future suitable investment opportunities
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There is no guarantee that future potentially profitable opportunities to incubate companies in return for shareholdings may present themselves. |
The Board believes that, given its network and experience, future opportunities will become available to the Company. |
The Board considers that an internal audit function is not considered necessary or practical due to the size of the Company and the day-to-day control exercised by the Directors. However, the Board will monitor the need for an internal audit function. The Board has established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.
5. Maintain the Board as a well-functioning, balanced team led by the Chair
The Board recognises the QCA recommendation for a balance between Executive and Non-Executive Directors and the recommendation that there be at least two Independent Non-Executives. The Board consists of five directors, the Chairman, the Finance Director and three non-executive Directors. The Board maintains that the Board's compositions will be frequently reviewed as the Company develops.
The Company has in place two committees, the Audit and Remuneration Committees.
The Directors of the Company are committed to sound governance of the business and each devotes sufficient time to ensure this happens. The Board holds at several Board meetings per year and at least two committee meetings. Board meetings cover regular business, investments, finance and operations. The Chairman prepares the Board agenda and circulates relevant documents. The Chairman is responsible for ensuring that relevant and accurate information is supplied for all Board and committee meetings.
6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
The Company believes that the Board as a whole has significant experience in the financial services industry and in investments.
The Board believes they have the requisite mix of skills and experience to successfully execute the business strategy in order to meet the Company's objectives.
Jonathan Bixby, Executive Chairman
Jonathan has significant experience in the technology and networking sectors, and in particular was a founder and major investor in Argo Blockchain (ARB), Guild Esports (GILD) and Cellular Goods (CBX) - all listed on the London Stock Exchange. Prior to this Jonathan was a founder, Board member and investor in Leaf Mobile (LEAF.TO), Koho Financial and Blue Mesa Health (sold to Virgin Pulse). Previous to this, Jonathan was the CEO of Strangeloop Networks, a networking Company which focused on providing hardware appliances in data centres to speed up web based properties. Strangeloop was sold to Radware (RDWR) in 2013. Jonathan was a founder and Chair of the Board of Ironpoint Technology which provided technology based content management services. Ironpoint was sold to Active Network (ACTV) in 2006.
Jonathan is a well known investor and adviser to numerous health care, networking and software companies including Alavida, TSO Logic, Rubikloud, Neurio and Layerboom.
Nicholas Lyth, Finance Director
Nicholas is a
Michael Edwards, Non-Executive Director
Michael (Mike) has started and invested in technology companies for over 20 years. Mike invests in smart people with big ideas, and thrives on helping other entrepreneurs turn a napkin sketch into a prosperous business. He has invested in more than 40 technology start-ups including Punch'd, which was sold to Google, Summify, which was acquired by Twitter, Wander, which was acquired by Yahoo, AreaConnect, which was sold to Marchex, Wylie Interactive, which was acquired by Zynga, and PasswordBox, which was acquired by Intel.
Mike is actively involved in growing and supporting the cryptocurrency start-up community and connecting local entrepreneurs with the right investors, mentors and influencers in Silicon Valley,
Mike was the co-founder and president of Argo Blockchain plc, a Company established to provide cryptocurrency mining services and which was admitted to the Official List (by way of a Standard Listing) and to trading on the London Stock Exchange's Main Market for listed securities in August 2018 with a market capitalisation of
Mike was also the co-founder of: Guild Esports, the first esports business to be admitted to trading on the Main Market; and Cellular Goods, the first producer of biosynthetic cannabinoids to join the London Stock Exchange.
Timothy Le Druillenec, Non-Executive Director
Timothy is a Fellow of the Chartered Institute of Management Accountants and has acted as a director to a number of public and private companies over many years and held Board positions on several Main Market, AIM and PLUS companies. He was a director of Argo Blockchain, Guild Esports, Cellular Goods and Dukemount Capital and was involved with launching those companies, all of which are listed on the Main Market of the London Stock Exchange.
Jonathan Hives, Non-Executive Director
Jonathan's passion for financial services dates back to his university days, where he studied B.A. (Hons) Finance and Investment Management. At the age of 23 he left the
He is also qualified as an Investment Adviser in
Board composition is always a factor for contemplation in relation to succession planning. The Board will seek to take into account any Board imbalances for future nominations, with areas taken into account including Board independence and gender balance. The Company considers that at this stage of its development and given the current size of its Board, it is not necessary to establish a formal Nominations Committee. Instead, appointments to the Board are made by the Board as a whole. This position however, is reviewed on a regular basis by the Board.
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The Directors consider that the Company and Board are not yet of a sufficient size and complexity for a full Board evaluation to make commercial and practical sense. The Board acknowledges that it is non-compliant with its processes to evaluate the performance of the Board. As the Company grows it is expected that the Board will need to expand and with this, Board evaluation will be required.
In view of the size of the Board, the responsibility for proposing and assessing candidates to the Board as well as succession planning is retained by the Board. All Directors submit themselves for re-election at AGMs at regular intervals.
8. Promote a corporate culture that is based on ethical values and behaviours
The Board believes that by acting ethically and promoting strong core values it will gain a reputation for honesty and that this will attract business and help the long-term objectives of the Company. As such the Board adopts an open approach to all investors, investment opportunities and all its advisers and service providers.
The Board further considers the activities of and persons involved with potential investee companies as part of its due diligence processes.
The Board places great importance on the responsibility of accurate financial statements and auditing standards comply with Auditing Practice Board's (APB's) and Ethical Standards for Auditors. The Board places great importance on accuracy and honesty, and seeks to ensure that this aspect of corporate life flows through all that the Company does.
A large part of the Company's activities is centred upon an open and respectful dialogue with stakeholders. The Directors consider that the Company has an open culture facilitating comprehensive dialogue and feedback. The Board maintains that as the Company grows it intends to maintain and develop strong processes which promote ethical values and behaviours across the Company.
The Company has adopted a code for Directors' dealings appropriate for a Company whose shares are admitted to trading on AQUIS and takes all reasonable steps to ensure compliance by the Board of Directors,
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Board is committed to, and ultimately responsible for, high standards of corporate governance and notes the departure from the Code in terms of independence on the Board. The Board reviews the Company's corporate governance arrangements regularly and expects these to evolve over time, in line with the Company's growth. The Board delegates responsibilities to Committees and individuals as it sees fit.
It is the role of the Chairman to manage the Board and advise on its conduct.
The Chairman is responsible for the day to day management of the Company's activities.
The matters reserved for the Board are:
a) Defining the long-term strategy for the Company.
b) Approving all major investments.
c) Approving any changes to the Capital and debt structure of the Company.
d) Approving the full year and half year results and reports.
e) Approving resolutions to be put to the AGM and any general meetings of the Company.
f) Approving changes to the Advisery team.
g) Approving changes to the Board structure.
The Board delegates authority to the Audit and Remuneration Committees to assist in meeting its business objectives and the Committees meet independently of Board meetings. The membership of each Committee is listed below.
Audit Committee
The Audit Committee consists of Jonathan Hives (Chair), Michael Edwards and Tim Le Druillenec. The Committee meets at least twice a year and more frequently if required. The Committee is responsible for monitoring the quality of internal controls, ensuring the financial performance of the Company is being properly measured and reported on, meeting with the auditors and reviewing reports from the auditors relating to accounting and internal controls.
Remuneration Committee
The Remuneration Committee consists of Jonathan Hives (Chair) and Jonathan Bixby. The Committee reviews the performance of the Executive Directors, sets the scale and structure of their remuneration and reviews the basis of their service agreements with due regard to the interests of the shareholders. The Remuneration Committee will also make recommendations concerning the allocation of share options to Directors and employees, if appropriate. No Director is permitted to participate in discussions concerning their own remuneration. The remuneration and terms of appointment of Non-Executive Directors are set by the Board as a whole. In exercising this role, the members of the Remuneration Committee regard the recommendations put forward in the
QCA Code and, where appropriate, the
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Board is committed to maintaining effective communication and having constructive dialogue with its stakeholders. All shareholders are encouraged to attend the Company's Annual General Meeting and the Board discloses the result of General Meetings by way of announcement. All AGM resolutions in the financial year were passed comfortably.
The Company's website includes all historic Annual Reports, results announcements and presentations, and other governance-related material. These can be found in the Investor Relations section. This section of the website also includes the results of all AGMs.
Information on the Investor Relations section of the Company's website is updated and contains details of relevant developments, regulatory announcements, financial reports and shareholder circulars.
Jonathan Bixby
Executive Chairman
27 June 2025
The Directors present their strategic report for the year ended 31 December 2024.
Review of Business
The Group results show a profit before tax of
On 21 May 2024 the Company returned
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 December 2024. The main KPIs for the Company are listed as follows:
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2024
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2023
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Net asset value |
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Net asset value per share |
6.31p |
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4.24p |
Principal risks and uncertainties
The Group has exposure to the following risks and uncertainties:
Early-stage technology companies present an opportunity for potentially high returns but at the same time these companies are pre revenue and their business models may not prove to be as successful as hoped.
Custody risk
All digital assets are held on chain and thus are susceptible to misappropriation or failure of the 3rd party custodian. To minimise this risk, as at the date of signing of the accounts, all of the Group's digital assets are held in Cold Storage (that is, not with a 3rd party custodian) and the private keys which are required to access the assets are held in bank vaults in more than one country.
Financial risk
Financial risk arises through the Group'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 Group'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 or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
Management does not believe the Group 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 Group will encounter difficulty in meeting the obligations associated with its financial liabilities. The Group'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 Group.
Market risk
The Group's market risk is attributable to the financial instruments that are held at fair value through profit and loss. The potential that future changes in market conditions may make an instrument less valuable, due to fluctuations in security prices, as well as interest and foreign exchange rates. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded.
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. The Group is exposed to a material foreign currency risk as it invests some of its own funds into Centralised Finance businesses. These funds are typically GBP and must be held as USD which creates a GBP/USD foreign exchange rate risk.
The Group also has foreign currency exposure through the digital assets and tokens and investments that are denominated in CAD and USD.
FUTURE DEVELOPMENTS
The Company continues to acquire shares pursuant to the share buyback programme announced on 12 August 2024. These ordinary shares are held in treasury by the Company.
The Company signed a credit facility for an amount of
Promotion of the Company for the benefit of the members as a whole
The Director's believe they have acted in the way most likely to promote the success of the Company for the benefit of
Its members as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
• Consider the likely consequences of any decision in the long term,
• Act fairly between the members of the Company,
• Maintain a reputation for high standards of business conduct,
• Consider the interests of the Company's employees,
• Foster the Company's relationships with suppliers, customers and others, and
• Consider the impact of the Company's operations on the community and the environment.
The following paragraphs summarise how the Directors fulfil their duties:
Stakeholders of the Company include employees, shareholders, suppliers, creditors of the business and the community in which it operates.
The Directors, both collectively and individually, consider that they have acted in good faith to promote the success of the Company for the benefit of its Stakeholders as a whole (having regard to the matters set out in s172 of the Act) in the decisions taken during the period.
To ensure that the Board take account of the likely consequences of their decisions in the long term, they receive regular and timely information on all the key areas of the business including financial performance, operational matters risks and opportunities. The Company's performance and progress is also reviewed regularly.
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.
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.
ON BEHALF OF THE BOARD:
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Nicholas Lyth
Director
27 June 2025 The Directors present their report together with the audited financial statements for the year ending 31 December 2024.
Results and dividends
The trading results for the years ended 31 December 2024 and the Group'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 Group is the management of a portfolio of digital assets and investments. A review of the business is included within the Chairman's Statement and Strategic Report.
Directors serving during the year
Jonathan Bixby
Nicholas Lyth
Michael Edwards
Timothy Le Druillenec
Jonathan Hives
Directors interests
The Directors at the date of the financial statements who served, and their interest in the ordinary shares of the Company, are as follows:
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31 December 2024* |
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31 December 2023 |
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Ordinary shares |
Share options held |
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Ordinary shares |
Share warrants held |
Share options held |
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Jonathan Bixby1 |
86,166,667 |
8,333,333 |
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54,500,000 |
10,000,000 |
30,000,000 |
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Nicholas Lyth |
5,262,698 |
13,000,000 |
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2,000,000 |
2,000,000 |
13,000,000 |
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Michael Edwards2 |
17,333,333 |
4,416,667 |
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1,750,000 |
5,000,000 |
15,000,000 |
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Timothy Le Druillenec |
5,000,000 |
2,000,000 |
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5,000,000 |
- |
2,000,000 |
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Jonathan Hives |
1,500,000 |
5,000,000 |
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1,000,000 |
500,000 |
5,000,000 |
* At 31 December 2024 there were no share warrant held
1 Jonathan Bixby holdings are held in the name Toro Consulting Ltd which is controlled by the Director
2 Michael Edwards holdings are held in the name Marallo Holdings Inc which is controlled by the Director
Following the year-end, Timothy Le Druillenec exercised 2,000,000 options (refer to note 21). The share warrants that were held at the end of the prior year, were exercised during the current year.
Significant shareholders
As at 25 June 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:
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Number of Ordinary shares |
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Percentage of issued share capital |
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Toro Consulting Limited1 |
96,166,667 |
21.86% |
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Andrew Offit |
48,538,359 |
11.04% |
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Jupiter Fund Management PLC |
40,000,000 |
9.09% |
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Saral Global |
31,450,000 |
7.15% |
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Supernova Digital Assets PLC2 |
30,000,000 |
6.82% |
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Nigel Pope |
26,470,000 |
6.02% |
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1 Toro Consulting limited is owned Jonathan Bixby (executive chairman)
2 Both MS Edwards and NJ Lyth are Directors of Supernova Digital Assets Plc (refer to note 19)
Related party transactions
Related party transactions and relationships are disclosed in note 19.
Going concern
The Directors, having made due and careful enquiry, are of the opinion that the Group 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
Events after the reporting date
Events after the reporting date are disclosed in note 21.
Streamlined Energy and Carbon Reporting (SECR)
The Company is a low energy user and as such is exempt from reporting under these regulations.
Suppliers
Strong relationships with suppliers are maintained, including by seeking to pay suppliers within their agreed terms at all times.
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 Group'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
Adler Shine LLP have expressed their willingness to continue as auditor and a resolution to re-appoint Adler Shine LLP
will be proposed at the Annual General Meeting.
On behalf of the Board of Directors
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Nicholas Lyth
Director
27 June 2025
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 Group and the Company financial statements in accordance with
The financial statements are required by law and IAS to present fairly the financial position and performance of the Group and 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 Group and Company and of the profit or loss of the Group 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
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and 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 Group and 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
The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.
Independent Auditors' Report to the Members of Phoenix Digital Assets PLC
Opinion
We have audited the financial statements of Phoenix Digital Assets Plc (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024 which comprise the Group Statement of Comprehensive Income, the Group and Parent Company Statement of Financial Position, the Group and Parent Company Statement of Changes in Equity, the Group Statement of Cash Flows and the related notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted International Accounting Standards, in conformity with the requirements of the Companies Act 2006.
In our opinion:
· the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2024 and of the Group's profit for the year then ended;
· the Group's financial statements have been prepared in accordance with UK adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006;
· the Parent Company financial statements have been prepared in accordance with UK adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006; and
· the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the Directors' assessment of the Group's and the Parent Company's ability to continue to adopt the going concern basis of accounting included:
· Considering the ability to convert digital assets and tokens into cash and cash equivalents;
· Review of the cash held by the Group and the Parent Company, taking into consideration the ability to convert digital assets and tokens into cash, and assessing whether this will be sufficient to support the expected level of activities;
· Considering whether material uncertainties existed that could cast significant doubt on the Group's ability to continue as a going concern for at least 12 months after the date of approval of the financial statements; and
· Assessing the disclosures made within the financial statements.
Based on our assessment, we concluded that the assumptions used by management were reasonable overall and the disclosures made within the financial statements were appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's and the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters identified were:
· Valuation of Investments and Intangibles (digital assets)
Area of focus
Non-current asset investments in the financial statement comprise equity investments, Simple Agreement for Future Equity ("SAFE notes") and in cryptographic (digital assets and tokens, including cryptocurrency) investments ("crypto"). With reference to the accounting policy on Investments, these are held at market or fair value. Management undertakes a detailed review for impairment of the value of the investments.
Equity investments: These comprise investments in technology start-ups that are generally early stage private companies which do not have readily available fair values. The fair value of equity investments that are not traded on the active market involve significant judgement from management which increases the risk of material misstatement. Management have determined that, where there is no active market or share issue which would determine fair value, the acquisition cost, less impairment, is reflective of the prevailing market value, taking due consideration into market conditions and events between the date of acquisition and the and the balance sheet date.
SAFE notes: SAFE notes are agreements which give the subscribing entity the right to a discounted price on a future fundraise by the investee company. Management determine that investments in SAFE notes are carried at fair value where a reliable valuation of SAFE notes can be determined, for example subsequent SAFE note fund raisers. In the absence of such information, SAFE notes are carried at cost, with a review for impairment, as there is no guarantee that a future equity stake in the investee company will crystalise.
Crypto: The type and form of digital assets can differ significantly. Digital assets and tokens included in Investments comprise crypto currencies traded on an active market exchange (e.g. Bitcoin etc). The fair value of crypto is determined by reference to the wallet/exchange account and market information prevailing at the balance sheet date. As the market is fluid, digital assets can be subject to high levels of volatility. Management do not take into consideration changes in market conditions since the balance sheet date in determining the value at the year end.
How our audit addressed the area of focus
We assessed the reasonableness and support underpinning management's judgements in respect of valuations and carrying values of investments.
We reviewed and assessed the information in respect of investments, including confirmation of title to the investments, a review of agreements and rights attached to these, substantive testing of additions and disposals. Gains and losses on disposal were re-calculated.
We made enquiries of management regarding the existence of any indications of impairment.
We have reviewed the value of crypto assets to the exchange accounts (wallets) held and compared the listed trading prices with general market prices, including other exchange platforms.
We consider the basis of the valuation and classification of investments in the financial statements to be reasonable.
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help is to determine the nature, timing and extent of our audit procedures and to evaluate the effects of misstatements, both individually and on the financial statements as a whole.
We consider materiality to be the magnitude by which misstatement, including omissions could influence the economic decisions of reasonable users, that are taken on the basis of the financial statements.
In order to reduce the probability that any misstatement exceeds materiality to an appropriately low level, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
Group and Parent Company materiality were both set at
Group and Parent Company performance materially were both set at
Component materiality
For the purposes of our Group audit opinion, we set materiality for each significant component of the Group based on a percentage of Group materiality, dependent on the size and our assessment of the risk of material misstatement of that component.
Reporting thresholds
We agreed with the Audit Committee that we would report to them all unadjusted audit differences in excess of
Our approach to the audit
The audit was scoped to ensure that the audit team obtained sufficient and appropriate audit evidence in relation to the significant operations of the Group during the year ended 31 December 2024. In particular, we looked at areas involving significant accounting estimates and judgement by the Directors, which includes valuation of financial assets at fair value through profit and loss, the recognition and valuation of digital assets and the consideration of future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including an evaluation of whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.
As part of our planning, we assessed the risk of material misstatement including those that required significant auditor consideration at the Group and component level. Procedures were designed and performed to address the risks identified and for the most significant assessed risks of material misstatement, the procedures performed are outlined above in the key audit matters section of this report.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our Report of the Auditors thereon.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
· the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
· the Parent Company financial statements are not in agreement with the accounting records and returns; or
· certain disclosures of Directors' remuneration specified by law are not made; or
· we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors' Responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditor's that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We are not responsible for preventing irregularities. Our approach to identify and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations included, but was not limited to the following:
· We obtained an understanding of the legal and regulatory framework that the Group and the Parent Company operates in, focusing on those laws and regulations that had a direct effect on the financial statements. We obtained an understanding in this regard through discussions with management and the application of our cumulative audit knowledge and experience of this sector. The key laws and regulations we considered in this context included the Companies Act 2006, AQUIS Exchange regulations and applicable tax legislation.
· Enquiry of management to identify any instances of non-compliance with laws and regulations.
· We considered the nature of the industry and sector, control environment and business performance including the design of the Group's and the Parent Company's remuneration policies, key drivers for Director's remuneration, bonus levels and performance targets.
· Discussing matters among the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud.
· Undertaking appropriate sample-based testing of bank transactions.
· We addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; enquiries of management, review of minutes and announcements, reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Alexander Chrysaphiades FCA (Senior Statutory Auditor)
for and on behalf of
Adler Shine LLP
Chartered Accountants and Statutory Auditor
Aston House
Cornwall Avenue
London N3 1LF
Date:
|
|
Note |
2024 |
2023 |
|
|
|
£ |
£ |
|
Revenue |
|
- |
- |
|
Fair value movements (including impairment and exchange differences) in investments |
10 |
(694,723) |
(2,381,246) |
|
Fair value movements in digital assets and tokens |
9 |
29,972,894 |
25,263,683 |
|
|
|
29,278,171 |
22,882,437 |
|
Share based payment |
16 |
(87,557) |
(153,184) |
|
Administrative expenses |
3 |
(2,568,619) |
(2,530,188) |
|
Impairment of intangible asset |
9 |
- |
(62,500) |
|
Operating profit |
|
26,621,995 |
20,136,565 |
|
Finance income |
5 |
493,012 |
- |
|
Profit before taxation |
|
27,115,007 |
20,136,565 |
|
Taxation |
7 |
(7,447,528) |
(2,570,736) |
|
Profit after taxation and total comprehensive profit for the year |
|
19,667,479 |
17,565,829 |
|
|
|
|
|
|
Earnings per ordinary share: |
|
|
|
|
Basic earnings per share (pence) |
8 |
2.75 |
1.75 |
|
Diluted earnings per share (pence) |
8 |
2.63 |
1.66 |
|
|
|
|
|
Profit of Company
As permitted by Section 408 of the Companies Act 2006, the statement of comprehensive income of the Company is not presented as part of these financial statements. The Company's profit after tax for the financial year was
The notes on pages 22 to 38 form part of these financial statements
|
|
|
Group |
|
Company |
||
|
|
|
2024 |
2023 |
|
2024 |
2023 |
|
|
Notes |
£ |
£ |
|
£ |
£ |
|
Non-Current Assets |
|
|
|
|
|
|
|
Intangible assets |
9 |
38,686,725 |
43,873,668 |
|
38,686,725 |
43,873,668 |
|
Investments |
10 |
840,217 |
1,534,940 |
|
840,218 |
1,534,941 |
|
Total non-current assets |
|
39,526,942 |
45,408,608 |
|
39,526,943 |
45,408,609 |
|
Current Assets |
|
|
|
|
|
|
|
Trade and other receivables |
11 |
2,821 |
1,284 |
|
42,364 |
388,356 |
|
Cash and cash equivalents |
12 |
188,079 |
695,760 |
|
148,535 |
308,687 |
|
Total current assets |
|
190,900 |
697,044 |
|
190,899 |
697,043 |
|
Total assets |
|
39,717,842 |
46,105,652 |
|
39,717,842 |
46,105,652 |
|
|
|
|
|
|
|
|
|
Shareholders' equity |
|
|
|
|
|
|
|
Share capital |
15 |
460,875 |
1,009,000 |
|
460,875 |
1,009,000 |
|
Share premium |
15 |
709,875 |
18,000 |
|
709,875 |
18,000 |
|
Share based payments reserve |
16 |
1,101,886 |
3,049,183 |
|
1,101,886 |
3,049,183 |
|
Treasury shares |
15 |
(756,224) |
- |
|
(756,224) |
- |
|
Distributable reserve |
15 |
- |
33,359,133 |
|
- |
33,359,133 |
|
Retained earnings |
|
26,943,050 |
5,381,281 |
|
26,943,050 |
5,381,281 |
|
Capital redemption reserve |
15 |
625,000 |
- |
|
625,000 |
- |
|
Total shareholders' equity |
|
29,084,462 |
42,816,597 |
|
29,084,462 |
42,816,597 |
|
|
|
|
|
|
|
|
|
Non-Current Liabilities |
|
|
|
|
|
|
|
Deferred tax liabilities |
13 |
1,950,591 |
2,543,536 |
|
1,950,591 |
2,543,536 |
|
Total non-current liabilities |
|
1,950,591 |
2,543,536 |
|
1,950,591 |
2,543,536 |
|
Current Liabilities |
|
|
|
|
|
|
|
Trade and other payables |
14 |
830,118 |
745,519 |
|
830,118 |
745,519 |
|
Corporation tax liability |
|
7,852,671 |
- |
|
7,852,671 |
- |
|
Total current liabilities |
|
8,682,789 |
745,519 |
|
8,682,789 |
745,519 |
|
Total liabilities |
|
10,633,380 |
3,289,055 |
|
10,633,380 |
3,289,055 |
|
|
|
|
|
|
|
|
|
Total equity and liabilities |
|
39,717,842 |
46,105,652 |
|
39,717,842 |
46,105,652 |
The financial statements were approved by the Board of Directors and authorised for issue on 27June 2025 and were signed on its behalf by:
|
...............................................................................
Nicholas Lyth - Director
The notes on pages 22 to 38 form part of these financial statements
|
|
Share capital |
Share Premium |
Share-based payments reserve |
Treasury Reserve |
Distributable reserve |
Retained earnings |
Capital redemption reserve |
Total |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
As at 31 December 2023 |
1,009,000 |
18,000 |
3,049,183 |
- |
33,359,133 |
5,381,281 |
- |
42,816,597 |
|
Comprehensive income for the year |
|
|
|
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
- |
- |
19,667,479 |
- |
19,667,479 |
|
Total comprehensive income for the year |
- |
- |
- |
- |
- |
19,667,479 |
- |
19,667,479 |
|
Contributions by and distributions to owners |
|
|
|
|
|
|
|
|
|
Shares issued in the year |
76,875 |
691,875 |
- |
- |
- |
- |
- |
768,750 |
|
Share based payments |
- |
- |
87,557 |
- |
- |
- |
- |
87,557 |
|
Deferred tax on share based payments |
- |
- |
187,803 |
- |
- |
- |
- |
187,803 |
|
Warrants exercised in the year |
- |
- |
(1,716,417) |
- |
- |
1,716,417 |
- |
- |
|
Warrants lapsed in the year |
- |
- |
(506,240) |
- |
- |
506,240 |
- |
- |
|
Repurchase and cancellation of shares |
(625,000) |
- |
- |
- |
(33,359,133) |
(328,367) |
625,000 |
(33,687,500) |
|
Purchase of treasury shares |
- |
- |
- |
(756,224) |
- |
- |
- |
(756,224) |
|
Total contributions by and distributions to owners |
(548,125) |
691,875 |
(1,947,297) |
(756,224) |
(33,359,133) |
1,894,290 |
625,000 |
(33,399,614) |
|
At 31 December 2024 |
460 875 |
709,875 |
1,101,886 |
(756,224) |
- |
26,943,050 |
625,000 |
29,084,462 |
1 There were no transactions in the Subsidiary and thus no impact on the Statement of Changes in Equity in the current and prior year
|
|
Share capital |
Share Premium |
Share-based payments reserve |
Treasury Reserve |
Distributable reserve |
Retained earnings |
Capital redemption reserve |
Total |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2022 |
1,003,000 |
33,323,133 |
2,925,908 |
- |
- |
(12,241,657) |
- |
25,010,384 |
|
Comprehensive income for the year |
|
|
|
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
- |
- |
17,565,829 |
- |
17,565,829 |
|
Total comprehensive income for the year |
- |
- |
- |
- |
- |
17,565,829 |
- |
17,565,829 |
|
Contributions by and distributions to owners |
|
|
|
|
|
|
|
|
|
Shares issued in the year |
6,000 |
54,000 |
- |
- |
- |
- |
- |
60,000 |
|
Share based payments |
- |
- |
153,184 |
- |
- |
- |
- |
153,184 |
|
Deferred tax on share based payments |
- |
- |
27,200 |
- |
- |
- |
- |
27,200 |
|
Warrants exercised in the year |
- |
- |
(57,109) |
- |
- |
57,109 |
- |
- |
|
Cancellation of share premium account |
- |
(33,359,133) |
- |
- |
33,359,133 |
- |
- |
- |
|
Total contributions by and distributions to owners |
6,000 |
(33,305,133) |
123,275 |
- |
33,359,133 |
57,109 |
- |
240,384 |
|
At 31 December 2023 |
1,009,000 |
18,000 |
3,049,183 |
- |
33,359,133 |
5,381,281 |
- |
42,816,597 |
Share capital
Share capital represents the nominal value on the issue of the Company's equity share capital, comprising
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.
Share based payment reserve
Share based payment reserve represents the cumulative cost of share-based payments.
Distributable reserve
Distributable reserve represents the Share premium that was cancelled during 2023 as part of the share buyback process. These reserves were utilised to implement the share repurchase and cancellation of shares in the current year.
Treasury shares
Treasury shares represent the Company's own equity instruments that have been reacquired and are held by the Company. Treasury shares are deducted from equity and no gain or loss is recognised in profit or loss on the purchase, sale, issue, or cancellation of such shares. Treasury shares do not carry voting rights or the right to receive dividends while held by the Company. These shares may be reissued or cancelled in accordance with applicable legal and regulatory requirements.
Retained earnings
Retained earnings represent the cumulative net income and losses of the Group recognised through the statement of comprehensive income.
Capital redemption reserve
The capital redemption reserve represents the nominal value of the Company's own shares that have been repurchased out of distributable profits in accordance with the Companies Act 2006. In line with legal requirements, an equivalent amount is transferred from retained earnings to this non-distributable reserve to preserve the Company's capital base. This reserve is not available for distribution to shareholders.
The notes on pages 22 to 38 form part of these financial statements.
|
|
|
Group |
|
Company |
||
|
|
|
2024 |
2023 |
|
2024 |
2023 |
|
|
|
£ |
£ |
|
£ |
£ |
|
Operating activities |
|
|
|
|
|
|
|
Profit for the year |
|
19,667,479 |
17,565,829 |
|
19,667,479 |
17,565,829 |
|
Adjustments: |
|
|
|
|
|
|
|
Loss on disposal of digital assets and tokens |
|
- |
8,260 |
|
- |
8,260 |
|
Gain on revaluation of digital assets and tokens |
|
(29,972,894) |
(26,150,407) |
|
(29,972,894) |
(26,150,407) |
|
Fair value movement of investments |
10 |
701,655 |
2,202,876 |
|
701,655 |
2,202,876 |
|
Impairment of digital assets and tokens |
|
- |
62,500 |
|
- |
62,500 |
|
Share based payments |
|
87,557 |
153,184 |
|
87,557 |
153,184 |
|
Foreign exchange |
|
(6,931) |
1,056,834 |
|
(6,931) |
1,056,834 |
|
Finance Income* |
|
(493,012) |
- |
|
(493,012) |
- |
|
Tax expense |
|
7,447,528 |
2,570,736 |
|
7,447,528 |
2,570,736 |
|
|
|
|
|
|
|
|
|
Working capital adjustments: |
|
|
|
|
|
|
|
(Increase)/decrease in trade and other receivables |
|
(1,537) |
124,481 |
|
345,992 |
(230,519) |
|
Increase in trade and other payables |
|
84,599 |
643,296 |
|
84,599 |
643,296 |
|
Net cash used in operating activities |
|
(2,485,556) |
(1,762,411) |
|
(2,138,027) |
(2,117,411) |
|
Investing activities |
|
|
|
|
|
|
|
Purchase of digital assets and tokens* |
|
(26,815,385) |
(4,697,212) |
|
(26,815,385) |
(4,697,212) |
|
Sale of digital assets and tokens |
9 |
62,451,226 |
1,248,109 |
|
62,451,226 |
1,248,109 |
|
Interest received |
5 |
17,008 |
- |
|
17,008 |
- |
|
Net cash from/(used in) investing activities |
|
35,652,849 |
(3,449,103) |
|
35,652,849 |
(3,449,103) |
|
Financing activities |
|
|
|
|
|
|
|
Share issue |
15 |
768,750 |
60,000 |
|
768,750 |
60,000 |
|
Purchase of shares for cancellation |
|
(33,687,500) |
- |
|
(33,687,500) |
- |
|
Purchase of treasury shares. |
15 |
(756,224) |
- |
|
(756,224) |
- |
|
Net cash (used for)/from financing activities |
|
(33,674,974) |
60,000 |
|
(33,674,974) |
60,000 |
|
Net decrease in cash and cash equivalents |
|
(507,681) |
(5,151,514) |
|
(160,152) |
(5,506,514) |
|
Cash and cash equivalents at start of year |
12 |
695,760 |
5,847,274 |
|
308,687 |
5,815,201 |
|
Cash and cash equivalents at end of year |
12 |
188,079 |
695,760 |
|
148,535 |
308,687 |
Non -cash transactions from investing activities:
* During the year the Group earned
The notes on pages 22 to 38 form part of these financial statements.
Accounting Policies
Corporate Information
The Company's principal activity is the management of a portfolio of digital assets and investments.
The Company is a public limited Company incorporated and domiciled in England and Wales. The registered office is 16 Great Queen Street, 9th Floor, London, WC2B 5DG.
The Company was incorporated on 3 March 2020 originally under the name Streaks ESports plc before changing its name on 15 March 2021 to NFT Investments PLC. On 23 January 2024, the Company's name was changed to Phoenix 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
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 certain 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.
Basis of Consolidation
Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.
The consolidated financial statements present the results of the Company and its subsidiaries as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. All subsidiaries have a reporting date of 31 December.
The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the acquiree's identifiable assets and liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.
On consolidation, the results of overseas operations are translated into pounds sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the reporting date.
Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income and accumulated in the foreign exchange reserve. Exchange differences recognised in the profit or loss in Group entities' separate financial statements on the translation of long-term monetary items forming part of the Group's net investment in the overseas operation concerned are reclassified to other comprehensive income and accumulated in the foreign exchange reserve on consolidation.
On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to that operation up to the date of disposal are transferred to the consolidated statement of comprehensive income as part of the profit or loss on disposal.
Going concern
The Directors have concluded that it is reasonable to adopt a going concern basis in preparing the financial statements. This is based on a reasonable expectation that the Group and Company has adequate resources to continue in operational existence for at least twelve months from the date of signing of these accounts.
The Group has reported a profit after tax for the year of £19,667,479 (2023: £17,565,829) and had net assets of £29,084,462 at 31 December 2024 (2023: £ 42,816,597).
The Group had digital assets and tokens and cash and cash equivalents of £38,874,804 (2023: £44,569,428) at 31 December 2024. A credit facility for an amount of US$3m with AMINA Bank AG was also signed after year-end to support the working capital requirements of the Company (refer to Note 21).
The Directors therefore consider that the Group and Company has adequate resources to continue its operational existence for the foreseeable future and they have therefore prepared the Financial statements on a going concern basis.
New standards, amendments and interpretations adopted by the Group and Company
The following IFRS or IFRIC interpretations were effective for the first time for the financial year beginning 1 January 2024:
· Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 17)
· Lease Liability in Sales and Leaseback (Amendments to IFRS 16)
· Classification of Liabilities as Current or Non- Current (Amendments to IAS 1); and
· Non-current Liabilities with Covenants (Amendments to IAS 1)
These amendments had no effect on the consolidated financial statements of the Group in the current year the group has applied a number of new and amended IFRS Accounting Standards issued by the International Accounting Standards Board ("IASB") and adopted by the UK, that are effective for the first time for the financial year beginning 1 January 2024 Their adoption has not had any material impact on the disclosure or on the amounts reported in these financial statements.
New standards, interpretations and amendments effective from 1 January 2025 onwards
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early.
|
|
|
Effective annual periods beginning before or after |
|
IAS 21 |
The Effects of Changes in Foreign Exchange Rates Lack of Exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates) |
1 January 2025 |
|
IFRS 7
|
Financial Instruments: Disclosures Amendments regarding the classification and measurement of financial instruments |
1 January 2026 |
|
IFRS 7 |
Financial Instruments: Disclosures Amendments resulting from Annual Improvements to IFRS Accounting Standards |
1 January 2026 |
|
IFRS 7 |
Financial Instruments |
1 January 2026 |
|
IFRS 9 |
Financial Instruments Amendments regarding the classification and measurement of financial instruments |
1 January 2026 |
|
IFRS 9 |
Financial Instruments Amendments resulting from Annual Improvements to IFRS Accounting Standards |
1 January 2026 |
|
IFRS 9 |
Financial Instruments Contracts Referencing Nature-dependent Electricity |
1 January 2026 |
|
IFRS 18 |
Presentation and Disclosures in Financial Statements Original Issue |
1 January 2027 |
|
IFRS 19 |
Subsidiaries without Public Accountability: Disclosures Original issue |
1 January 2027 |
IFRS 18 Presentation and Disclosures in Financial Statements
IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and complementing them with new requirements.
IFRS 18 introduces new requirements to:
· present specified categories and defined subtotals in the statement of profit or loss
· provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements
· improve aggregation and disaggregation.
The directors of the company anticipate that the application of these amendments may have an impact on the Company financial statements in future periods.
The Company is currently assessing the effect of these new accounting standards and amendments.
The Company does not expect to be eligible to apply IFRS 19.
Intangible assets
Digital assets and tokens
These are assets which do not qualify as cash and cash equivalents or financial assets, and have an active market which provides pricing information on an ongoing basis.
Digital assets and tokens are measured at fair value. A net increase in fair value over the initial cost is recorded in a revaluation reserve through the income statements rather than other comprehensive income as per IAS 38. This departure is because management treat these assets as Investments with the aim of realising a gain on investment. A net decrease below cost is recorded in the income statement.
External software development costs
These are investments for the development of software gaming platforms which are owned by the Group. These investments are not related to an acquisition of shares and thus are not recognised as Investments.
The software development costs are recognised as intangible assets, initially at cost where is its probable that there will be future economic benefits from the asset and the cost can be measured reliably.
At each reporting date the Company assesses whether there is any indication of impairment.
Amortisation is charged when the intangible asset is in a condition necessary for it to be capable of being used in the manner intended by management. There is no amortisation charged in the year of development of these intangible assets.
They are amortised on a straight line basis over a period of five years.
Financial assets
The Group and Company classifies its Financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired. The Group and Company has not classified any of its Financial assets as held to maturity or available for sale.
The Group and Company's accounting policy for each category is as follows:
Amortised cost
The classification depends on the business model for managing the financial assets and the contractual terms of the cash flows. 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 Group and Company's financial assets at amortised cost include trade and other receivables and cash and cash equivalents. 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 Group and 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 Group and Company has transferred substantially all the risks and rewards of the asset, or (b) the Group and Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
The Group and 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 Group and 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 Group and Company applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group and 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.
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. Management designated the financial assets, comprising equity shares and warrants, at fair value through profit or loss upon initial recognition due to these assets being part of the Group and Company's financial assets, which are managed and their performance evaluated on a fair value basis.
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".
Financial assets, comprising equity shares and warrants, are valued in accordance with the International Private Equity and Venture Capital ("IPEVC") guidelines.
(a) Early-stage investments: these are investments in immature companies, including seed, start-up and early-stage investments. Such investments are valued at cost less any provision considered necessary, until no longer viewed as an early stage
(b) or unless significant transactions involving an independent third-party arm's length, values the investment at a materially different value:
(c) Development stage investments: such investments are in mature companies having a maintainable trend of sustainable revenue and from which an exit, by way of floatation or trade sale, can be reasonably foreseen. An investment of this stage is periodically re-valued by reference to open market value. Valuation will usually be by one of five methods as indicated below:
I. At cost for at least one period unless such basis is unsustainable;
II. On a third-party basis based on the price at which a subsequent significant investment is made involving a new investor;
III. On an earnings basis, but not until at least a period since the investment was made, by applying a discounted price/earnings ratio to the profit after tax, either before or after interest; or
IV. On a net asset basis, again applying a discount to reflect the illiquidity of the investment.
V. In a comparable valuation by reference to similar businesses that have objective data representing their equity value.
(d) Quoted investments: such investments are valued using the quoted market price, discounted if the shares are subject to any particular restrictions or are significant in relation to the issued share capital of a small quoted Company.
(e) Safe note investments: such investments are initially recognised at cost. Where a reliable valuation can be determined, SAFE notes are recognised at fair value with fair value gains and losses recognised through profit or loss
At each balance sheet date, a review of impairment in value is undertaken by reference to funding, investment or offers in progress after the balance sheet date and provisions is made accordingly where the impairment in value is recognised.
The Group and Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand and current and deposit balances at banks with maturities of three months or less from inception. Cash and cash equivalents include Stablecoins which are convertible to US$ on a near 1:1 ratio.
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 Group or Company financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be recognised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax is calculated at the tax rates and laws that are expected to apply in the period when the liability is settled, or the asset is recognised based on tax laws and rates that have been enacted at the reporting date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.
Financial liabilities
Financial liabilities are recognised when the Group and Company becomes party to the contractual provisions of the instrument and are initially measured at fair value. They are de-recognised when extinguished, discharged, cancelled or expired.
The Group and 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.
Share based payments
The Company operates a number of equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Company. The fair value of the employee services received in exchange for the grant of 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;
• excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period); and
• excluding the impact of any non-vesting conditions (for example, the requirement of employees to save).
Assumptions about the number of options that are expected to vest include consideration of non-market vesting conditions. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.
When the 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 when the options are exercised.
Interest receivable recognition
Interest receivable is recognised in the period in which it is earned.
1. Critical accounting estimates and judgements
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.
Share-based payment transactions
The estimate of share based payments costs requires management to select an appropriate valuation model and make decisions about various inputs into the model including the volatility of its own share price, the probable life of the options, the vesting date of options where non-market performance conditions have been set and the risk free interest rate.
Investments
On acquisition, investments are valued at cost as this is deemed to be the fair value. Subsequent to this, management uses valuation techniques and other relevant information to determine the fair value of financial instruments (where active market quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible but this is not always available. In that case management uses the best information available. Estimated fair values may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date.
At each balance sheet date, a review of impairment in value is undertaken and the Company follows the guidance of IFRS 9 to determine when a financial asset is impaired. This determination requires significant judgement. In making this judgement, management evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost, and the financial health of, and short-term business outlook for, the investee, including factors such as industry and sector performance, changes in technology and operational, financing cash flow and proposed fundraising.
2. Nature of expenses
|
|
|
2024 |
|
2023 £ |
|
Directors' remuneration (see note 6) |
|
260,267 |
|
273,533 |
|
Directors' fees (see note 6) |
|
1,211,131 |
|
925,004 |
|
Social security costs |
|
32,587 |
|
37,872 |
|
Pensions (see note 6) |
|
49,133 |
|
166,267 |
|
Legal and professional |
|
653,648 |
|
436,235 |
|
Token platform charges |
|
315 |
|
49,843 |
|
Bank charges and interest |
|
35,269 |
|
67,024 |
|
Accountancy fees |
|
92,096 |
|
66,677 |
|
Provision for bad debts |
|
- |
|
125,765 |
|
Other expenses |
|
234,173 |
|
381,968 |
|
|
|
2,568,619 |
|
2,530,188 |
3. Operating Profit
|
|
|
2024 |
|
2023 £ |
|
This is stated after charging: |
|
|
|
|
|
Foreign exchange loss |
|
30,275 |
|
1,128,821 |
|
Auditor's remuneration - statutory audit fees |
|
30,000 |
|
29,800 |
4. Finance Income
|
|
|
2024 |
|
2023 £ |
|
Interest income resulting from short-term deposits |
|
17,008 |
|
- |
|
Delegator yield |
|
476,004 |
|
- |
|
|
|
493,012 |
|
- |
5. Directors' and key management personnel
Directors' remuneration for the year ended 31 December 2024 is as follows:
|
|
Salary £ |
Fees £ |
Share based payments £ |
|
|
Total 2024 £ |
|
T Le Druillenec |
48,800 |
- |
5,150 |
- |
- |
53,950 |
|
N Lyth |
162,667 |
216,960 |
15,451 |
16,397 |
12,800 |
424,275 |
|
M Edwards |
- |
440,004 |
15,451 |
12,358 |
16,000 |
483,813 |
|
J Bixby |
- |
554,167 |
30,902 |
10,939 |
20,333 |
616,341 |
|
J Hives |
48,800 |
- |
5,150 |
- |
- |
53,950 |
|
|
260,267 |
1,211,131 |
72,104 |
39,694 |
49,133 |
1,632,329 |
Directors' remuneration for the year ended 31 December 2023 is as follows:
|
|
Salary £ |
Fees £ |
Share based payments £ |
|
|
Total 2023 £ |
|
T Le Druillenec |
48,000 |
- |
9,011 |
- |
- |
57,011 |
|
N Lyth |
177,533 |
25,000 |
27,032 |
14,694 |
130,267 |
374,527 |
|
M Edwards |
- |
400,004 |
27,032 |
11,113 |
16,000 |
454,150 |
|
J Bixby |
- |
500,000 |
54,065 |
10,142 |
20,000 |
584,207 |
|
J Hives |
48,000 |
- |
9,011 |
- |
- |
57,011 |
|
|
273,533 |
925,004 |
126,152 |
35,949 |
166,267 |
1,526,905 |
At year-end £258,000 (2023: £218,000) was owing to M Edwards, £329,000 (2023: £284,233) to J Bixby and £216,960 (2023: 151,759) to N Lyth. These amounts have been included in trade and other payables and accruals (refer Note 13).
The fees paid to the Directors are paid to the following companies controlled by the respective Director's
· Dark Peak Services Ltd - N Lyth
· Marallo Holdings Inc - M Edwards
· Toro Consulting - J Bixby
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.
6. Taxation
|
|
2024 |
|
2023 £ |
|
Current tax |
7,852,671 |
|
- |
|
Deferred tax |
(405,143) |
|
2,570,736 |
|
- Recognition of previously unrecognised tax losses |
- |
|
(302,348) |
|
- Origination and reversal of temporary differences |
(458,167) |
|
2,873,084 |
|
- Prior year adjustment |
53,024 |
|
|
|
Income Tax expense |
7,447,528 |
|
2,570,736 |
|
The tax assessed on profit/(loss) before tax for the year differs to the applicable corporation tax rate in the UK for small companies of 25% (2023: 23.52%). The differences are explained below: |
|||
|
|
|
|
|
|
Profit before tax |
27,115,007 |
|
20,136,565 |
|
|
|
|
|
|
Profit/(loss) before tax multiplied by effective rate of corporation tax of 25% (2023:23.52%) |
6,778,751 |
|
4,736,120 |
|
Effect of: |
|
|
|
|
Non-deductible expenses |
331,115 |
|
11,816 |
|
Prior year adjustment - deferred tax |
53,024 |
|
|
|
Tax exempt gain |
(9,887,454) |
|
(1,077,027) |
|
Recognition of previously unrecognised tax losses |
- |
|
(284,449) |
|
Capital gains on disposal of assets |
10,183,373 |
|
49,116 |
|
Capital losses on disposal of assets |
(52,445) |
|
(1,034,920) |
|
Share based payment |
41,164 |
|
17,893 |
|
Movement in deferred tax not recognised |
- |
|
- |
|
Effect of rate change |
- |
|
152,187 |
|
Tax expense in the income statement |
7,447,528 |
|
2,570,736 |
7. Earnings per ordinary share
The earnings and number of shares used in the calculation of loss/earnings per ordinary share are set out below:
|
|
2024 |
|
2023 |
|
Basic: |
|
|
|
|
Profit for the financial period |
19,667,479 |
|
17,565,829 |
|
Weighted average number of shares |
715,169,861 |
|
1,006,013,699 |
|
Profit per share (pence) |
2.75 |
|
1.75 |
|
|
|
|
|
|
|
2024 |
|
2023 |
|
Fully Diluted: |
|
|
|
|
Profit for the financial period |
19,667,479 |
|
17,565,829 |
|
Weighted average number of shares |
747,383,096 |
|
1,055,690,113 |
|
Profit per share (pence) |
2.63 |
|
1.66 |
As at the end of the year-ended 31 December 2024 there were 42,125,000 share warrants in issue which had a dilutive effect on the weighted average number of shares.
.
8. Intangible Assets
Group and Company
|
2024 |
|
Digital assets and tokens £ |
|
Software development costs £ |
Total £ |
|
Cost |
|
|
|
|
|
|
Balance at 1 January 2024 |
|
43,873,668 |
|
- |
43,873,668 |
|
Additions |
|
27,291,389 |
|
- |
27,291,389 |
|
Disposals |
|
(62,451,226) |
|
- |
(62,451,226) |
|
Net fair value gain for the year |
|
29,972,894 |
|
- |
29,972,894 |
|
As at 31 December 2024 |
|
38,686,725 |
|
- |
38,686,725 |
|
|
|
|
|
|
|
|
Net book value |
|
38,686,725 |
|
- |
38,686,725 |
|
2023 |
|
Digital assets and tokens £ |
|
Software development costs £ |
Total £ |
|
Cost |
|
|
|
|
|
|
Balance at 1 January 2023 |
|
15,160,882 |
|
287,500 |
15,448,382 |
|
Additions |
|
4,697,212 |
|
- |
4,697,212 |
|
Disposals |
|
(1,248,109) |
|
- |
(1,248,109) |
|
Impairment |
|
- |
|
(62,500) |
(62,500) |
|
Transfer to investments |
|
- |
|
(225,000) |
(225,000) |
|
Net fair value gain for the year |
|
25,263,683 |
|
- |
25,263,683 |
|
As at 31 December 2023 |
|
43,873,668 |
|
- |
43,873,668 |
|
|
|
|
|
|
|
|
Net book value |
|
43,873,668 |
|
- |
43,873,668 |
In the prior year £62,500 that was previously invested in the external development of a software gaming platform by Kodoku Studios Limited was impaired due to the marketing of the game being unsuccessful.
In the prior year, the £225,000 that was invested in the development of a software gaming platform by IO+ Pte Ltd, was converted into a subscription for shares in IO+ Pte Ltd resulting in the transfer of the asset to investments (see note 10). In May 2024 IO+ Pte Limited was acquired by Flex Labs inc. who acquired the remaining 95% of the shares for £2.75m.
The breakdown for all digital assets and tokens held at 31 December 2024 are listed below:
|
Token name |
|
Number of tokens |
|
|
2024 £ |
|
Bitcoin BTC |
|
247 |
|
|
18,441,089 |
|
DigitalBits XDB |
|
751,600 |
|
|
- |
|
Ethereum ETH |
|
1,871 |
|
|
4,997,632 |
|
Invest Club Global Price ICG |
|
100 |
|
|
- |
|
Lido DAO |
|
13 |
|
|
- |
|
Solana SOL |
|
100,036 |
|
|
15,226,590 |
|
IRON |
|
60,938 |
|
|
21,414 |
|
|
|
|
|
|
38,686,725 |
9. Investments
|
|
Group |
|
Company |
|
|||
|
|
2024 £ |
2023 £ |
|
2024 £ |
2023 £ |
||
|
At start of the year |
1,534,940 |
3,691,186 |
|
1,534,941 |
3,691,187 |
||
|
Additions |
- |
- |
|
- |
- |
||
|
Transfer from intangible assets |
- |
225,000 |
|
- |
225,000 |
||
|
Net fair value loss |
(701,655) |
(2,202,876) |
|
(701,655) |
(2,202,876) |
||
|
Exchange difference |
6,932 |
(178,370) |
|
6,932 |
(178,370) |
||
|
At end of the year |
840,217 |
1,534,940 |
|
840,218 |
1,534,941 |
||
In the current year, the investments in Afterparty Inc, Big Whale Labs Inc and Oliver Labs Inc were partially impaired.
In the prior year, the investments in Big Head Club (unlisted investment) and NFT Studios Inc (unlisted investment) were fully impaired. The investment in Ordre International Limited (unlisted investment) was partially impaired.
The country of incorporation and investment class for investments held by the Group at 31 December 2024 are listed below:
|
|
£ |
Country of Incorporation |
Investment class |
|
|
|
|
|
|
Pioneer Media Holdings Inc |
36,030 |
Canada |
Listed |
|
Ordre Group International Limited (formerly Aeon International Limited) |
254,973 |
Hong Kong |
Unlisted |
|
Flex Labs Inc. |
225,000 |
Canada Kingdom |
Unlisted |
|
Afterparty Inc |
26,856 |
USA |
SAFE note |
|
Big Whale Labs Inc |
99,768 |
Canada |
SAFE note |
|
Oliver Labs Inc |
197,590 |
USA |
SAFE note |
|
|
840,217 |
|
|
The Company has the following investment directly in subsidiaries at 31 December 2024
|
Name and registered address of Company |
Share- holding |
Value of share-holding £ |
Country of incorporation |
Nature of business |
|
1319644 B.C. Ltd 700-401 West Georgia Street, Vancouver BC V6B 5A1 Canada |
100% |
1 |
Canada |
Company has not traded during the period |
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 Group and 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.
SAFE Notes allows the Company to invest in a Company in exchange for promised future equity. The value of the investment will be based on a discounted price on a future fundraiser by the investee Company. These investments are stated at cost. There is no guarantee the investment will result in a future equity stake in the investee Company.
10. Trade and other receivables
|
|
Group |
|
Company |
||
|
|
2024 £ |
2023 £ |
|
2024 £ |
2023 £ |
|
Prepayments |
2,821 |
1,284 |
|
2,821 |
1,284 |
|
Amounts owed by group undertaking |
- |
- |
|
39,543 |
387,072 |
|
Other receivables |
- |
125,765 |
|
- |
125,765 |
|
less: provision for doubtful debt |
- |
(125,765) |
|
- |
(125,765) |
|
|
2,821 |
1,284 |
|
42,364 |
388,356 |
11. Cash and cash equivalents
|
|
Group |
|
|
Company |
||
|
|
2024 £ |
2023 £ |
|
|
2024 £ |
2023 £ |
|
Cash at bank and in hand |
188,079 |
695,760 |
|
|
148,535 |
308,687 |
In the prior year, the above balance included Stablecoins to the value of $203,226 which were convertible to US$ in a near 1:1 ratio. The sterling equivalent value of the Stablecoins held was £159,518.
The Directors consider that the carrying value of cash and cash equivalents approximates their fair value.
12. Deferred tax liabilities
The deferred tax liability is attributable to the following:
|
|
Group |
|
Company |
||
|
|
2024 £ |
2023 £ |
|
2024 £ |
2023 £ |
|
Unused tax losses |
- |
1,873,592 |
|
- |
1,873,592 |
|
Pension accrual |
- |
39,967 |
|
- |
39,967 |
|
Unrealised cryptocurrency gains |
(3,007,771) |
(5,417,942) |
|
(3,007,771) |
(5,417,942) |
|
Share based payments |
229,167 |
60,638 |
|
229,167 |
60,638 |
|
Unrealised losses on investments |
828,013 |
900,209 |
|
828,013 |
900,209 |
|
|
(1,950,591) |
(2,543,536) |
|
(1,950,591) |
(2,543,536) |
13. Trade and other payables
|
|
Group |
|
Company |
||
|
|
2024 £ |
2023 £ |
|
2024 £ |
2023 £ |
|
Trade payables |
34,874 |
63,430 |
|
34,874 |
63,430 |
|
Accruals |
782,418 |
661,378 |
|
782,418 |
661,378 |
|
Other payables |
12,826 |
20,711 |
|
12,826 |
20,711 |
|
|
830,118 |
745,519 |
|
830,118 |
745,519 |
14. Issued share capital and reserves
Group and Company
Share capital
|
|
Issued and fully paid |
||||||
|
Allotted and issued ordinary shares of £0.001 each |
2024 Number |
|
2024 |
|
2023 Number |
|
2023 |
|
At 1 January |
1,009,000,000 |
|
1,009,000 |
|
1,003,000,000 |
|
1,003,000 |
|
Shares issued in the year |
76,875,000 |
|
76,875 |
|
6,000,000 |
|
6,000 |
|
Shares repurchased and cancelled |
(625,000,000) |
|
(625,000) |
|
- |
|
- |
|
At 31 December |
460,875,000 |
|
460,875 |
|
1,009,000,000 |
|
1,009,000 |
During the year ended 31 December 2024 the following shares were issued:
|
|
Number |
|
£ |
|
Issue price |
|
15 April 2024 |
71,250,000 |
|
712,500 |
|
1p |
|
31 May 2024 |
5,625,000 |
|
56,250 |
|
1p |
|
|
76,875,000 |
|
768,750 |
|
|
In addition, 625,000,000 (2023: NIL) shares were repurchased at a cost of £33,687,500 and then cancelled.
During the year ended 31 December 2023 the following shares were issued:
|
|
Number |
|
£ |
|
Issue price |
|
17 February 2023 |
1,500,000 |
|
15,000 |
|
1p |
|
30 May 2023 |
2,500,000 |
|
25,000 |
|
1p |
|
10 November 2023 |
1,000,000 |
|
10,000 |
|
1p |
|
1 December 2023 |
1,000,000 |
|
10,000 |
|
1p |
|
|
6,000,000 |
|
60,000 |
|
|
Share premium
|
|
|
2024 £ |
|
2023 £ |
|
At 1 January |
|
18,000 |
|
33,323,133 |
|
Shares issued in the year |
|
691 875 |
|
54,000 |
|
Cancellation of share premium account |
|
- |
|
(33,359,133) |
|
At 31 December |
|
709,875 |
|
18,000 |
In the prior year, on 20 July 2023, following approval by the High Court, the Group cancelled the entire amount of its share premium account resulting in an increase in distributable reserves.
The balance at 31 December 2023 and 31 December 2024 reflects the excess of the exercise price over the nominal values of shares issued after the cancellation.
15. Issued share capital and reserves (continued)
Distributable reserve
|
|
|
2024 £ |
|
2023 £ |
|
At 1 January 2023 |
|
33,359,133 |
|
- |
|
Cancellation of share premium account |
|
- |
|
33,359,133 |
|
Repurchase and cancellation of shares |
|
(33,359,133) |
|
- |
|
At 31 December |
|
- |
|
33,359,133 |
Treasury shares
|
|
|
Number |
|
£ |
|
At 1 January 2023 and 1 January 2024 |
|
- |
|
- |
|
Acquired during the year |
|
16,900,295 |
|
756,224 |
|
At 31 December 2023 and 31 December 2024 |
|
16,900,295 |
|
756,224 |
Capital redemption reserve
During the year, the Company repurchased and cancelled 625,000,000 ordinary shares of £0.001 each as part of its share buyback programme. In accordance with section 733 of the Companies Act 2006, an amount equal to the nominal value of the shares cancelled, £625,000, was transferred from retained earnings to the capital redemption reserve. This reserve is non-distributable and is maintained to preserve the Company's legal capital base.
16. Share based payments
Share warrants
|
|
Group and Company |
|
Group and Company |
||
|
|
2024 |
|
2023 |
||
|
|
Weighted average exercise price (£) |
Number |
|
Weighted average exercise price (£) |
Number |
|
Outstanding at the beginning of the year |
0.019 |
168,240,000 |
|
0.027 |
89,240,000 |
|
Granted during year |
- |
- |
|
0.01 |
85,000,000 |
|
Exercised during the year |
0.01 |
(76,875,000) |
|
0.01 |
(6,000,000) |
|
Lapsed during the year |
0.04 |
(14,250,000) |
|
- |
- |
|
Outstanding at the end of the year |
0.028 |
77,115,000 |
|
0.019 |
168,240,000 |
|
Exercisable at the end of the year |
0.028 |
63,095,000 |
|
0.019 |
133,102,833 |
The contracted average remaining life of warrants at 31 December 2024 was 2.28 years (2023: 2.52 years).
At 31 December 2024, the Group and Company had the following warrants in issue:
.
|
Date of grant |
|
19 April 2021 |
6 February 2023 |
|
Number outstanding |
|
34,990,000 |
42,125,000 |
|
Expected life (years) |
|
1.67 |
1.33 |
|
Exercise price (£) |
|
0.05 |
0.01 |
|
Volatility |
|
113% |
266% |
|
Risk free rate |
|
0.77% |
3.550% |
The fair value of warrants is determined using the Black-Scholes valuation model. The charge to the profit and loss was £87,557 (2023: £153,184).
17. Financial Risk Management
The Group and Company has exposure to the following risks and uncertainties:
Financial risk
Financial risk arises through the Group and 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 Group and Company's economic capital model and are reported to the Board of Directors.
Interest rate risk
The Group and Company' operating cash flows are substantially independent of changes in market interest rates.
The Group and Company does not have any debt and thus is not exposed to any interest rate risk.
Market risk
The Group and Company's market risk is attributable to the financial instruments that are held at fair value through profit and loss. The potential that future changes in market conditions may make an instrument less valuable, due to fluctuations in security prices, as well as interest and foreign exchange rates. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded.
17. Financial Risk Management (continued)
Sensitivity analysis
The following table considers the impact on net profit or loss based on a given movement in the fair value of all the investments.
|
|
2024 £ |
|
2023 £ |
|
10% increase or decrease in fair value |
84,022 |
|
153,494 |
|
20% increase or decrease in fair value |
168,043 |
|
306,988 |
|
30% increase or decrease in fair value |
252,065 |
|
460,482 |
Liquidity risk
Liquidity risk is the risk that the Group and Company will encounter difficulty in meeting the obligations associated with its financial liabilities. The Group and Company's policy and approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stress conditions, without incurring unacceptable losses or risking damage to the reputation of the Company
Foreign currency risk
The Group and Company undertakes certain transactions denominated in currencies other than pound sterling, hence exposures to exchange rate fluctuations arise. The fair values of the Group and Company's investments that have foreign currency exposure at 31 December 2024 are shown below
|
|
2024 |
2023 |
||
|
|
CAD £ |
USD £ |
CAD £ |
USD £ |
|
Fair value of investments |
135,798 |
479,418 |
218,965 |
1,090,975 |
The Group and Company accounts for movements in fair value of financial assets in the comprehensive income. The following table illustrates the sensitivity of the equity in regard to the Group and Company's financial assets and the exchange rates for £/ Canadian Dollar and £/ US Dollar.
It assumes the following changes in exchanges rates:
- £/CAD +/- 20% (2021: +/- 20%)
- £/USD +/- 20% (2021: +/- 20%)
The sensitivity analysis is based on the Group and Company's foreign currency financial instruments held at each balance sheet date.
If £ Sterling had weakened against the currencies shown, this would have had the following effect:
|
|
2024 |
2023 |
||
|
|
CAD £ |
USD £ |
CAD £ |
USD £ |
|
Increase in fair value of investments |
27,160 |
95,884 |
43,793 |
218,195 |
If £ Sterling had strengthened against the currencies shows, this would have had the following effect:
|
|
2024 |
2023 |
||
|
|
CAD £ |
USD £ |
CAD £ |
USD £ |
|
Reduction in fair value of investments |
22,633 |
79,903 |
36,494 |
181,829 |
The Company's functional and presentational currency is the pounds sterling. Pounds sterling is the functional currency as it is the currency of the primary economic environment in which the entity operates.
17. Financial Risk Management (continued)
Credit risk
The Group and Company's credit risk is attributable to cash and cash equivalents.
The Group and Company's investment policy is to utilise 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 investment and 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 Group and Company assesses the way that its Centralised and Decentralised partners assess which Smart Contracts to deposit with so as to minimise this risk
Capital Management
As in previous years, the Group and Company defines capital as issued capital, reserves and retained earnings as disclosed in statement of changes in equity. The Group and Company manages its capital to ensure that the Group and Company will be able to continue to pursue strategic investments and continue as a going concern. The Group and Company does not have any externally imposed financial requirements.
18. Financial Instruments
Set out below is an overview of financial instruments held by the Group and Company
|
|
|
Group |
|
Company |
||
|
|
|
2024 |
2023 |
|
2024 |
2023 |
|
|
Notes |
£ |
£ |
|
£ |
£ |
|
Financial assets at fair value through profit and loss |
|
|
|
|
|
|
|
Investments excluding SAFE notes |
10 |
516,003 |
549,237 |
|
516,003 |
549,237 |
|
Total |
|
516,003 |
549,237 |
|
516,003 |
549,237 |
|
Financial assets at amortised cost |
|
|
|
|
|
|
|
Trade and other receivables |
11 |
- |
- |
|
39,543 |
387,072 |
|
Cash and cash equivalents |
12 |
188,079 |
695,760 |
|
148,535 |
308,687 |
|
Total |
|
188,079 |
695,760 |
|
188,078 |
695,759 |
|
Financial assets at amortised cost |
|
|
|
|
|
|
|
Trade |
13 |
34,874 |
63,430 |
|
34,874 |
63,430 |
|
Other payables |
13 |
782,418 |
661,379 |
|
782,418 |
661,379 |
|
Total |
|
817,292 |
724,809 |
|
817,292 |
724,809 |
The following tables represents the Group and Company's, financial instruments that are measured at fair value:
|
|
|
Fair value measurement |
|||||||||
|
|
Note |
Level 1 |
|
Level 2 |
|
Level 3 |
|
||||
|
|
|
£ |
|
£ |
|
£ |
|
||||
|
At 31 December 2024 |
|
|
|
|
|
|
|
||||
|
Digital assets and tokens |
9 |
38,686,725 |
|
- |
|
- |
|
||||
|
Investments |
10 |
36,030 |
|
324,214 |
|
479,973 |
|
||||
|
At 31 December 2023 |
|
|
|
|
|
|
|
||||
|
Digital assets and tokens |
9 |
43,873,668 |
|
- |
|
- |
|
||||
|
Investments |
10 |
71,016 |
|
985,703 |
|
478,221 |
|
||||
19. Related party transactions
Full details of directors' remuneration are provided at Note 6 to these financial statements.
The Company made payments to the following companies controlled by the Directors in relation to their directors' fees, consultancy fees and expenses
|
|
|
2024 |
|
2023 £ |
|
Dark Peak Services Limited - NJ Lyth |
|
222,056 |
|
155,267 |
|
Marallo Holdings Inc - MS Edwards |
|
465,457 |
|
416,004 |
|
Toro Consulting Limited - J Bixby |
|
672,961 |
|
584,566 |
At year-end £258,000 (2023: £218,000) was owing to MS Edwards, £329,000 (2022: £284,233) owing to J Bixby and £216,960 (2023:£151,759) to N Lyth. This has been included in trade and other payable (see Note 14).
As disclosed in the Directors Report, Supernova Digital Assets PLC (Supernova) is a significant shareholder, with a 6.82% interest in the share capital of the Company. MS Edwards and NJ Lyth are directors of Supernova.
The following Directors exercised their options during the current and prior year
|
|
|
2024 |
|
2023 |
|
|
|
Number of shares issued |
|
Number of shares issued |
|
TV Le Druillenec |
|
- |
|
2,000,000 |
|
NJ Lyth |
|
2,000,000 |
|
3,000,000 |
|
MS Edwards |
|
5,000,000 |
|
- |
|
J Bixby |
|
10,000,000 |
|
- |
|
J Hives |
|
500,000 |
|
- |
The following companies controlled by the Directors stated below, purchased shares:
|
|
|
2024 |
|
2023 |
|
|
|
Number of shares purchased |
|
Number of shares purchased |
|
Toro Consulting Ltd - J Bixby |
|
21,666,667 |
|
10,000,000 |
|
Marallo Holdings Inc - MS Edwards |
|
10,583,333 |
|
1,750,000 |
20. Ultimate Controlling Party
The Company considers that there is no ultimate controlling party.
21. Post Balance Sheet Events
On 27 January 2025, the Company signed a credit facility agreement for an amount of up to US$2m with AMINA Bank AG, a FINMA regulated Swiss Bank. The minimum amount of each loan is US$ 100. The Loan shall bear interest of SOFR plus 8.00% per annum and the Company intends to use its crypto assets as security for each Loan. Subsequently, the credit facility was increased to US$3m with interest of SOFR plus 7.5% per annum
On 22 April 2025, 3,875,000 shares were issued through the exercise of options, including 2,000,000 by the director, TV Le Druillenec.
Following year-end, an additional 8,365,000 of treasury shares at £361,740 were acquired as part of the Share Buyback programme.
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