XLON:CMRS ESEF Annual Report

Critical Mineral Resources Plc (XLON:CMRS)

ESEF Annual Report 2024-05-01 For: 2023-12-31

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Added on September 22, 2026

Company Information	3
Chairman’s Report	4
Strategic and Corporate Governance Report	6
Environment, Social and Governance Statement	15
Report Of The Directors	20
Directors’ Remuneration Report	24
Independent Auditor’s Report To The Members Of Critical Mineral Resources Plc	29
Consolidated Statement of Profit or Loss and Other Comprehensive Income	35
Consolidated Statement of Financial Position	36
Parent Company Statement of Financial Position	37
Consolidated Statement of Changes in Equity	38
Parent Company Statement of Changes in Equity	39
Consolidated Statement of Cash Flows	40
Parent Company Statement of Cash Flows	41
Notes to the Consolidated Financial Statements	42

Directors	Dominic Traynor
	Charles Oliver Long
	Noureddine Sabraoui
	Russell Thomson

Company Secretary	Orana Corporate LLP

Registered Office	Eccleston Yards
	25 Eccleston Place
	London SW1W 9NF

Company Number	11043077

Independent Auditor	PKF Littlejohn LLP
	Statutory Auditor
	15 Westferry Circus
	Canary Wharf
	London
	E14 4HD

Registrars	Share Registrars Limited
	3 Millennium Centre
	Crosby Way
	Farnham
	Surrey GU9 7XX

Brokers	Novum Securities Limited
	8-10 Grosvenor Gardens
	Belgravia
	London SW1W 0DH

Legal	Druces LLP
	Salisbury House
	London Wall
	London EC2M 5PS

Continuing and discontinued activities:	2023	2022
Cash and cash equivalents	£24,785	£142,018
Administrative expenses as a percentage of total assets	22.73%	93.9%
Exploration costs capitalised during the year	£2,331	£1,003,612

	Shareholders
	The Company publishes regular announcements to ensure shareholders are kept up to date with developments within the Group. Going forward the Directors expect to increase the number of face-to-face meetings with its shareholders and potential investors.
	Employees and contractors
	During the period under review the Company directly employed geologists and when required engaged contractors to provide specialist technical services. Management and the Company's Directors maintain regular direct contact with employees to ensure any concerns they have are considered and action taken if necessary.
	Suppliers
	Procurement of technical services such as drilling, geophysics, geological and assaying relies on the expertise of management and the availability of those services at the time (both geographically and the supplier’s capacity). Relations with suppliers is maintained through regular contact, prompt payment and where necessary ensuring high standards of health and safety are maintained or implemented. Health and safety management by the Company is most important during supplied drilling and geophysics work.
	Local community
	At the subsidiary level, management and the Company's employees continue to maintain excellent relationships with the local communities where they operate. During the year under review, the Company used local businesses for the provision of certain services, specifically for geological prospecting assistance, earth works, food and shelter. This created and will continue to create increased economic activity in the areas in which the Company operates. Local management also maintains regular dialogue with the local population and leaders to ensure support for its activities.
	Environment
	The Company's current activities are restricted to exploration related activities with trenching the most environmentally impactful due to the small-scale excavations this consists of and the occasional refurbishment of access roads. In some cases, trenches are backfilled, primarily for safety but also environmental reasons. Going forward the Company expects to be drilling exploration targets which includes a range of specific

Description		Impact	Mitigation
Strategic risks
	Successful acquisition of future opportunities to build shareholder value, the generation of future income streams or net asset growth may not materialise.	High		Board actively seeking to diversify current portfolio risk by acquiring further exploration assets.
	Competitors with significantly greater financial and technical resources will be able to outbid the Company on future upstream opportunities.			The Company has a supportive shareholder base and will look to raise further finance as and when new opportunities present themselves.
	Over reliance on a small number of key individuals, in particular the Directors. The Company may be negatively affected by the departure of these individuals.			The Company has supportive advisors and other stakeholders who show the Company assets available for potential acquisition and potential new investors.
				The Company has issued share option grants to its directors to incentivise and retain these directors who are considered key to enhancing the future market value of the Company.
Commodity prices
	The value of further opportunities, assets and potential earnings, will be affected by fluctuations in metals and minerals prices (e.g. Copper).	Medium		The Company monitors commodity pricing trends to ensure new opportunities are regularly reassessed in light of expected price movements to ensure these opportunities continue to offer good value.
	High inflation including of talent are significantly increasing mining costs and this could affect valuations of future acquisitions.			Demand for metals is set to increase as electrification and clean energy technologies grow rapidly, and as global GDP growth adds to overall demand. The Company will continue to focus on those commodities exposed to renewable energy themes in its strategic plan, but also on critical minerals, particularly those on the US and EU lists

Financial risks
	Difficulty raising external funding for new investment opportunities and exploration activities in volatile capital markets. The future availability of such financing is uncertain.	High		Regular review of cashflow, working capital and funding options are performed by the Board to ensure the Company remains a Going Concern.
				Build strong and sustainable relationships with shareholders. The Company placed some of the gifted shares post year end to avoid unnecessary dilution of the share base.
				Prudent approach to budgeting and strong financial stewardship - managing commitments and liquidity to ensure the Group has sufficient capital to meet spending commitments.
Environmental, social and governance risks (“ESG”)
	ESG reporting is constantly evolving and is a risk for the majority of mining and metal companies. The Company must seek to improve diversity, equity and inclusion as well as be aware of the urgent priorities to address climate change. All stakeholders have increased expectations of the Company’s ESG reporting and the Company must meet these demands.	Medium		ESG is part of the Company’s longer-term, more strategic view and the Board will consider ESG at board meetings and understand how their decisions will meet the various stakeholder demands.
				Policies and processes are being further enhanced to ensure there is a more rigorous reporting cycle in which requirements are identified and met before giving rise to any issues.
Legal and compliance risks
 	Bribery and corruption. London Stock Exchange or the Financial Conduct Authority Rule breaches	Medium		The Company follows the QCA code of corporate governance and this is set out in this annual report and accounts. The Company also has the various policies in place which are overseen by the Audit Committee and reviewed on a regular basis:
					o	Anti Bribery and Corruption Policy
					o	Whistle Blowing Policy
					o	Anti Money Laundering Policy
				The Board reorganisation late in the year was to ensure the skill set of the Board matches the Company’s strategic requirements. Operations in Morocco are led by a Director on the ground with the appropriate skill set to perform this work and the remainder of the Board continue to support the Company with their expertise. It is also able to consult with outside advisers to ensure full compliance.

1.	Establish a strategy and business model which promote long-term value for shareholders;
2.	Seek to understand and meet shareholder needs and expectations;
3.	Take into account wider stakeholder and social responsibilities and their implications for long term success;
4.	Embed effective risk management, considering both opportunities and threats, throughout the organisation;
5.	Maintain the board as a well-functioning balanced team led by the Chair;
6.	Ensure that between them the Directors have the necessary up to date experience, skills and capabilities;
7.	Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
8.	Promote a corporate culture that is based on ethical values and behaviours;
9.	Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board; and
10.	Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

Director	Number of formal board meetings with possible attendance record in 2023
Adrian England	5/6 (and 1/1 Remuneration Committee Meetings and 2/2 Audit Committee Meetings)
Christopher Lambert	4/6
Charles Long Russell Thomson Dominic Traynor Noureddine Sabraoui	8/8 6/8 (and 1/1 Remuneration Committee Meetings and 2/3 Audit Committee Meetings) 7/8 (and 1/1 Remuneration Committee Meetings and 3/3 Audit Committee Meetings) 1/1

Significant issue	Summary of significant issue	Actions and Conclusion

Going concern	Assessment of the Group’s ability to continue as a going concern as part of the preparation of the financial statements. This assessment of going concern covers a period of at least 12 months from the date of signing the financial statements.	The Company has funded its operations in the year from the return of the RIWAQ deposit and the initial receipt of cash from the sale of the Cyprus assets. On 15 March 2024, the Company announced a raise of c£250,000. In addition to this funding, the Company is expecting a further receipt of funds from its sale of the Cyprus assets and is confident that various fund raising opportunities are available in the coming months and therefore the Committee, whilst they draw attention to the material uncertainty that exists at the date of these accounts, nevertheless consider it appropriate to continue to adopt the going concern basis of accounting in preparing the financial statements. The going concern statement is detailed in full in note 3 of the consolidated financial statements.
Accounting treatment of the disposal of the Cypriot assets	There is a risk that the accounting treatment for the disposal of the Cypriot assets is incorrectly recorded in the company and group accounts.	Management concluded that the investment cost had been appropriately written down to the sales value in the prior year and therefore no gain or loss was recognised in the Parent company accounts on disposal. The gain on disposal in the consolidation has mainly arisen due to the group no longer being responsible for the potential liability belonging to these subsidiaries.
Recoverability of the final balance receivable in relation to the sale of Cypriot subsidiaries	The final payment amounting to $214,251 (£181,254) in relation to the sale of Cypriot subsidiaries was due at the end of December 2023. However, this amount remains outstanding at the date of this report. There is a risk that the balance is not recoverable and should be impaired, however the Company notes that the buyers of our Cypriot subsidiaries have thus far paid US$313,750 of the US$528,001 total consideration.	Management is in regular dialogue with the acquirors and have put a payment plan in place to ensure these monies are received in a timely manner. It has been agreed that interest will be charged on the outstanding amount. The Company has made a provision of £79,256 against this amount at year end.

	Provision of health and safety training to all employees;
	All necessary measures are taken to minimise workplace injuries, and
	Establishment of management and advisory programmes for the prevention of transmissible diseases.

	Comply with applicable laws, regulations and commitments wherever it operates;
	Ensure it has the necessary resources, procedures, training programmes and responsibilities in place to achieve its environmental objectives;
	Strive to protect air and water quality, minimise consumption of water and energy, and protect natural habitats and biodiversity;
	Promote an ongoing environmental dialogue with its stakeholders in the communities where it conducts business;
	Collaborate with stakeholders to define environmental priorities and to protect the environment; and
	Consider the requirement for environmental protection in all aspects of exploration and development.

	its interactions with local communities,
	respecting customs and cultural practices, and
	minimising intrusion upon lifestyles and traditions.

*Governance*
Board of director’s oversight		The company does not currently have a risk or climate risk committee although climate risk is discussed at board meetings when relevant. A climate risk committee will be implemented when deemed necessary, most likely once a development project reaches the Bankable Feasibility Stage. Our strategy and business plan are to capitalise on climate change by investing in Clean Technology raw materials such as copper, and renewable energy opportunities aligned to mining projects. Climate change opportunity is embedded in our activity.
Assessment and management	Climate related issues identified and discussed during the period include the availability of water for exploration projects in Morocco (risk) and the availability of improved solar technology

	for mine power (opportunity). In Morocco, solar technology may also present opportunities for power projects for non-mining industrial operations or complexes.
*Strategy*
Risks and opportunities	Climate related issues identified and discussed include: 1. the availability of water due to changes in precipitation patterns for a potential mining operation in Morocco (risk). 2. the improving technology and lower cost of renewable solar energy to power a mining operation (opportunity). In the medium term, the directors believe that global electrification and rising demand for Clean Technologies will increase demand for a range of metals and minerals including copper, nickel, aluminium and lithium. Alongside global GDP growth, the electrification theme provides additional metals demand which is the basis for the Company’s strategy.
Strategy	The company’s strategy includes acquiring and developing mining projects directly exposed to the Clean Technology economy of the future. The company’s historical and future acquisitions, investments and operating costs are intended to deliver the strategy of developing Clean Technology metals and minerals. Under all climate change scenarios, the board anticipates an increase in Clean Technology demand and therefore the metals and minerals that make these technologies possible.
*Risk Management*
Risk identification	The company has identified key climate change related risks as follows:
	1.	Supplier disruption
	2.	Competition for clean technology related metals and minerals projects.
	3.	Competition for equity capital between similar upstream companies in the clean technology metals sub sector.
	4.	Climate change physical impacts on jurisdiction and regions where metals and minerals deposits are located.
	5.	Potential for higher input costs, notably for fossil fuels and building materials such as cement and steel.
	6.	Reduced demand for metal concentrates which have been produced using higher than average GHG emissions energy such as coal fired power.
Processes and management	The company’s strategy is to acquire and develop mining projects directly exposed to Clean Technology industries. A key part of the mine development process are the Pre-Feasibility and Bankable Feasibility studies (“PFS” and “BFS”), both of which include investigations into mine emissions (gases and fluids) and waste (including tailings). The PFS and BFS studies also include:
	1.		Investigations into the use of new technologies (especially renewable sources of energy such as solar).
	2.		Environmental baseline studies.
	3.		Water supply studies, rainfall pattern change, and regional hydrogeology.

	4.		Climate and weather patterns including average monthly temperatures.
	The PFS and BFS studies are authored by independent technical experts and managed by senior management and board members. For new project acquisitions, the company’s due diligence processes include a desktop review which cover all the above potential risks and opportunities.
*Metrics and Targets*
GHG metrics	The company’s greenhouse gas emissions are currently low due to the nature of operations. During the period under review the main GHG emitters were:
	1.	Travel in Morocco.
	2.	Employee / contractor accommodation and associated energy use.
	As noted in the Company’s SECR disclosure below, energy usage was below 40,000 kWh and as a result complete Scope 1, 2 and 3 GHG data was not collected. During 2024 the Company will implement improved GHG data collection methodology at the Company and subsidiary levels although it expects GHG emissions and energy usage to remain relatively low.
Climate related physical risks	The Company’s exposure to physical risk relates to changes to the environment where its development operations are based. The principal physical risk identified in Morocco is the potential for reduced rainfall and how this impacts water supply at a future operation. A prolonged season of the hottest weather (currently July and August) has the potential to have an impact on productivity in Morocco. The Company is working on a metric which fairly quantifies these physical risks.

	Number of Ordinary shares	Percentage of TVR holding**	Percentage of overall holding
Hargreaves Lansdown (Nominees) Limited	12,696,581	17.94%	17.29%
KM Securities Pty Limited	12,000,000	16.95%	16.34%
The Bank of New York (Nominees) Limited	11,695,498	16.52%	15.92%
Interactive Investor Service Nominees Limited	6,293,338	8.89%	8.57%
Barclays Direct Investing Nominees Limited	5,847,879	8.26%	7.96%
Spreadex LTD	2,840,000	4.01%	3.87%
Critical Mineral Resources Plc*	2,666,666	N/A	3.77%
HSDL Nominees Limited	2,639,355	3.73%	3.63%
Cantor Fitzgerald Europe	2,608,657	3.69%	3.55%
Peel Hunt Partnership Limited	2,193,616	3.10%	2.99%
Edward Bibbey	2,132,815	3.01%	2.90%

		select suitable accounting policies and then apply them consistently;
		make judgments and accounting estimates that are reasonable and prudent;
		state whether applicable UK adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
		prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

	Year ended 31 December 2023				Year ended 31 December 2022
		Benefits In		Amounts
	Salary/Fees	Kind	Total	outstanding	Salary/Fees
				at year end
	£	£	£	£	£
*Executive directors:*
Chris Lambert¹	139,742	12,124	151,866	6,315	96,248
Charlie Long	125,000	6,125	131,125	13,542	85,677
Noureddine Sabraoui²	5,265	-	5,265	4,355	-
Martyn Churchouse⁴	-	-	-	-	49,466
	270,007	18,249	288,256	24,212	231,391

*Non-executive directors:*
Adrian England³	40,000	-	40,000	4,027	3,333
Russell Thomson	38,667	-	38,667	35,333	26,233
Dominic Traynor	38,667	-	38,667	15,333	26,230
Professor Michael Johnson⁴	-	-	-	-	116,013
Andrew Daniels⁵	-	-	-	-	38,727
	117,333	-	117,333	54,693	210,536

TOTAL	387,340	18,249	405,589	78,905	441,927

	2023 number of Ordinary shares	2023 number of share options	2022 number of Ordinary shares	2022 number of share options
Christopher Lambert	-	-	-	2,000,000
Charles Oliver Long	-	1,500,000	-	1,500,000
Noureddine Sabraoui	-	-	-	-
Russell Thomson¹	-	450,000	-	450,000
Dominic Traynor	650,000	450,000	650,000	450,000

	Distributions to shareholders	Total directors and employee pay	Operational cash outflow
	£	£	£
Year ended 31 December 2023	Nil	387,340	798,389
Year ended 31 December 2022	Nil	527,285	1,107,750

		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 2023 and of the group’s profit for the year then ended;
		the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
		the parent company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and
		the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

		comparing forecast expenditures to current year actual results and corroborating any significant variances;
		obtaining an understanding of cash preservation measures, and corroborating to supporting documentation where applicable;
		reviewing the accuracy of historic forecasts by comparing to the actual results in the year to assess the accuracy of the forecasting process; and
		reviewing post year-end bank statements and management information to ascertain the group’s and the parent company’s latest financial position and post year-end performance, and comparing this to the forecasts.

Key Audit Matter	How our scope addressed this matter
Accounting treatment of the disposal of the Cypriot subsidiaries (note 19)
The group announced in September 2023 the completion of the sale of the Cypriot subsidiaries for a cash consideration of US$528,001 and a contingent consideration of US$432,000. The contingent consideration is payable by the purchaser subject to certain conditions relating to the determination of mineral resource estimates which meet specific industry recognised criteria. The achievement of these conditions is outside the control of the group upon disposal and the likelihood is therefore difficult to estimate. Under the terms of the agreement, the group will receive payments in 3 instalments for the sale of the Cypriot subsidiaries. The final payment of US$214,251 was due at the end of December 2023 and was still outstanding at the date of this audit report. As a result of the judgements involved in assessing the likelihood of the contingent consideration being received, and the complexity involved in disposal accounting, this matter is determined to be a key audit matter.	Our work in this area included:  Obtaining the share purchase agreement (the ‘SPA’) to understand the terms of the disposal, including details of the sale consideration, and when control was deemed to have passed to the acquirer;  Reviewing the net asset position of the Cypriot subsidiaries at the date of disposal, including a review of movements in profit or loss from the last balance sheet date to the date of disposal and, substantively testing those movements on a sample basis;  Reviewing the accounting entries made by management on disposal at the parent company and the group levels, verifying these to the underlying accounting records and the Sales Purchase Agreement, and ensuring these are in accordance with IFRS 10; and  Ensuring the presentation and disclosure surrounding the disposal is complete and accurate. At the group level, a gain on disposal of £1,342,841 has been recognised in the Statement of Profit and Loss and Other Comprehensive Income for the year in respect of this transaction. Based on the work performed, we are satisfied that the accounting treatment of the disposal of the Cypriot subsidiaries is appropriate in accordance with IFRS.

		the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
		the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

		adequate accounting records have not been kept fby 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 and the part of the directors’ remuneration report to be audited 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.

	We obtained an understanding of the group and parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through detailed discussions with management about and potential instances of non-compliance with laws and regulations both in the UK and in overseas subsidiaries. We also selected a specific audit team based on experience with auditing entities within this industry of a similar size.
	We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from:
		o	Companies Act 2006;
		o	Listing Rules as applicable to companies listed on the Standard Segment of the London Stock Exchange;
		o	Disclosure Guidance and Transparency Rules;
		o	UK tax and employment law; and
		o	Anti-bribery and money laundering regulations.
	We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and parent company with those laws and regulations. These procedures included, but were not limited to:
		-	Making enquiries of management;
		-	Reviewing legal and professional fees to understand the nature of the costs and the existence of any non-compliance with laws and regulations; and
		-	Reviewing minutes of meetings of those charged with governance and Regulatory
			News Service announcements
	We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to the accounting treatment of the disposal of the Cypriot subsidiaries. We addressed this by challenging the assumptions and judgements made by management in relation to this balance.
	As in all of our audits, 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; reviewing accounting estimates for evidence of bias; evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business; and reviewing significant transactions in the banks statements to identify potentially large or unusual transactions that do not appear to be in line with our understanding of business operations.

Imogen Massey (Senior Statutory Auditor)	15 Westferry Circus
For and on behalf of PKF Littlejohn LLP	Canary Wharf
Statutory Auditor	London E14 4HD

		Year ended 31 December 2023	Year ended 31 December 2022
	Notes	£	£
Continuing operations:
Administrative expenses	6	(1,104,615)	(1,168,034)
Net impairment losses on disposal of assets	11	-	(2,918,303)
Finance costs	7	(5,204)	(380)
Interest income		15,076	-
Operating loss and loss before income tax		(1,094,743)	(4,086,717)

Income tax expense	9	-	-
Loss after taxation		(1,094,743)	(4,086,717)

Total loss from continuing operations		(1,094,743)	(4,086,717)
Gain/(loss) from discontinued and disposed operations	19	1,342,841	(1,439,812)
Profit/(loss) for the year		248,098	(5,526,529)

Total profit/(loss) is attributable to:
Owners of Critical Mineral Resources plc		255,564	(5,511,542)
Non-controlling interests		(7,466)	(14,987)
		248,098	(5,526,529)
Other comprehensive income:
Items that may be reclassified to profit and loss:
Exchange differences on translation of continuing/ discontinued operations	20	56	232,772
Total comprehensive loss for the year		248,154	(5,293,757)

Total comprehensive loss is attributable to:
Owners of Critical Mineral Resources plc		255,620	(5,279,620)
Non-controlling interests		(7,466)	(14,137)
		248,154	(5,293,757)
Total comprehensive loss attributable to Owners of Critical Mineral Resources plc:
Continuing operations		(1,087,221)	(3,839,808)
Discontinued operations		1,342,841	(1,439,812)
		255,620	(5,279,620)
Earnings per share:
Total basic and diluted profit (loss) per share (£):
Continuing operations	10	(0.018)	(0.019)
Continuing and discontinued operations	10	0.004	(0.092)

		As at 31 December	As at 31 December
		2023	2022
ASSETS	Notes	£	£
Non-current assets
Intangible fixed assets	11	2,331	-
Tangible fixed assets	12	80,325	83,902
Total non-current assets		82,656	83,902

Current assets
Other receivables	14	143,634	527,237
Cash and cash equivalents		24,785	115,824
		168,419	643,061
Assets classified as held for sale	19	-	515,796
Total current assets		168,419	1,158,857

Total assets		251,075	1,242,759

LIABILITIES
Non-current liabilities
Lease liabilities	16	(53,494)	(23,717)
Total non-current liabilities		(53,494)	(23,717)

Current liabilities
Trade and other payables	15	(257,894)	(95,826)
Lease liabilities	12	(23,584)	(61,718)
		(281,478)	(157,544)
Liabilities directly associated with assets classified as held for sale	19	-	(1,218,058)
Total current liabilities		(281,478)	(1,375,602)

Total liabilities		(334,972)	(1,399,319)

Net liabilities		(83,897)	(156,560)

EQUITY
Share capital	17	612,113	612,113
Share premium	17	5,840,002	5,840,002
Other equity	18	-	-
Share-based payments reserve		34,584	68,706
Foreign exchange reserve	20	56	212,323
Retained earnings		(6,565,358)	(6,856,948)
Capital and reserves attributable to owners of Critical Mineral Resources plc		(78,603)	(123,804)

Non-controlling interests		(5,294)	(32,756)
Total equity		(83,897)	(156,560)

	Share capital	Share premium	Share-based payment reserve	Retained earnings	Foreign exchange reserve	Non-controlling interests	Total
	£	£	£	£	£	£	£
Balance as at 31 December 2021	612,113	5,840,002	98,917	(1,512,891)	(19,599)	(67,225)	4,951,317
Comprehensive income
Loss for the year	-	-	-	(5,511,542)	-	(14,987)	(5,526,529)
Exchange differences on translation of foreign operations	-	-	-	-	231,922	850	232,772
*Total comprehensive income for the year*	-	-	-	*(5,511,542)*	*231,922*	*(14,137)*	*(5,293,757)*
Transactions with owners in their capacity as owners
Transactions with NCI	-	-	-	-	-	48,606	48,606
Share-based payments	-	-	137,274	-	-	-	137,274
Cancelled warrants	-	-	(167,485)	167,485	-	-	-
*Total transactions with owners recognised directly in equity*	-	-	*(30,211)*	*167,485*	-	*48,606*	*185,880*
Balance as at 31 December 2022	612,113	5,840,002	68,706	(6,856,948)	212,323	(32,756)	(156,560)
Comprehensive income
Loss for the year	-	-	-	255,564	-	(7,466)	248,098
Exchange differences on translation of foreign operations	-	-	-	-	(212,267)	1,164	(211,104)
*Total comprehensive income for the year*	-	-	-	*255,564*	*(212,267)*	*(6,302)*	*36,995*
Transactions with owners in their capacity as owners
Elimination of NCI on disposal	-	-	-	-	-	33,764	33,764
Share-based payments	-	-	1,904	-	-	-	1,904
Cancelled warrants	-	-	(36,026)	36,026	-	-	-
*Total transactions with owners recognised directly in equity*	-	-	*(34,122)*	*36,026*	-	*33,764*	*35,668*
Balance as at 31 December 2023	612,113	5,840,002	34,584	(6,565,358)	56	(5,294)	(83,897)

	Share capital	Share premium	Share-based Payment reserve	Retained earnings	Total
	£	£	£	£	£
Balance at 31 December 2021	612,113	5,840,002	98,917	(1,541,260)	5,009,772
Comprehensive income
Loss for the year	-	-	-	(4,177,016)	(4,177,016)
*Total comprehensive income for the year*	-	-	-	*(4,177,016)*	*(4,177,016)*
Transactions with owners recognised directly in equity
Share-based payments	-	-	137,274	-	137,274
Cancelled warrants	-	-	(167,485)	167,485	-
*Total transactions with owners recognised directly in equity*	-	-	*(30,211)*	*167,485*	*137,274*
Balance as at 31 December 2022	612,113	5,840,002	68,706	(5,550,791)	970,030
Comprehensive income
Loss for the year	-	-	-	(1,025,471)	(1,025,471)
*Total comprehensive income for* *the year*	-	-	-	*(1,025,471)*	*(1,025,471)*
Transactions with owners recognised directly in equity
Share-based payments	-	-	1,904	-	1,904
Cancelled warrants	-	-	(36,026)	36,026	-
*Total transactions with owners recognised directly in equity*	-	-	*(34,122)*	*36,026*	*1,904*
Balance as at 31 December 2023	612,113	5,840,002	34,584	(6,540,236)	(53,537)

		Year ended 31 December 2023	Year ended 31 December 2022
	Notes	£	£

Cash flow from operating activities
Loss for the period before taxation		248,098	(5,526,529)
Adjustments for:
Interest paid		5,204	380
Interest income		(15,076)	-
Foreign exchange movements		30,287	18,003
Gain on disposed group subsidiaries		(1,342,841)	-
Share-based payments		1,904	137,274
Impairment of intangible assets	11	-	3,067,298
ECL Provision/Bad debt written off		79,256	302,886
Provision for liability in subsidiary	23	-	1,126,589
Depreciation	12	55,197	45,592

Operating cash flows before movements in working capital		(937,971)	(828,507)

Increase in trade and other receivables		(14,129)	(31,948)
Increase/(decrease) in trade and other payables		153,711	(28,659)
Net cash used in operating activities		(798,389)	(889,114)

Cash flow from investing activities
Payment for acquisition of subsidiary	13	(7,974)	-
Proceeds from sale of subsidiary	13	257,641	100,000
Deposit on potential acquisition		500,000	(500,000)
Expenditure on fixed assets		-	(37,032)
Expenditure on intangible assets	11	-	(1,003,612)
Net cash inflow/(outflow) from investing activities		749,667	(1,440,644)

Cash flow from financing activities
Finance lease payments		(63,307)	(31,420)
Interest paid		(5,204)	(380)
Net cash outflow from financing activities		(68,511)	(31,800)

Net decrease in cash and cash equivalents		(117,233)	(2,361,558)

Cash and cash equivalent at beginning of period		142,018	2,508,108
Foreign exchange effect of cash movements		-	(4,532)
Cash and cash equivalent at end of period		24,785	142,018

		Year ended 31 December 2023	Year ended 31 December 2022
	Notes	£	£

Cash flow from operating activities
Loss for the period before taxation		(1,025,471)	(4,177,016)
Adjustments for:
Finance and service income		(15,606)	(115,726)
Interest paid		5,034	380
Depreciation	12	55,197	32,586
ECL Provision/Bad debt written off		79,256	302,886
Share-based payments		1,904	137,274
Foreign exchange movement		3,959	(95,081)
Write off of investment in subsidiaries		-	3,243,312
Operating cash flows before movements in working capital		(895,727)	(671,385)

Increase in trade and other receivables		(10,426)	(51,466)
Increase/(decrease) in trade and other payables		159,564	(28,947)
Net cash used in operating activities		(746,589)	(751,798)

Cash flow from investing activities
Investment in subsidiaries through cash advances		(27,196)	(1,127,076)
Payment for acquisition of subsidiary	13	(7,974)	-
Deposit on potential acquisition		500,000	(500,000)
Proceeds from sale of subsidiary	13	257,641	100,000
Net cash used in investing activities		722,471	(1,527,076)

Cash flow from financing activities
Finance lease payments		(63,306)	(31,420)
Interest paid		(5,034)	(380)
Net cash outflow from financing activities		(68,340)	(31,800)

Net decrease in cash and cash equivalents		(92,458)	(2,310,674)

Cash and cash equivalent at beginning of period		115,824	2,426,498
Cash and cash equivalent at end of period		23,366	115,824

Standard	Effective date	Overview
Amendments to IAS 1 Classification of Liabilities as Current or Non-current	1 January 2024 (early adoption permitted)	The standard has been amended to clarify that the classification of liabilities as current or non-current should be based on rights that exist at the end of the reporting period. In order to conclude a liability is non-current, the right to defer settlement of a liability for at least 12 months after the reporting date must exist as at the end of the reporting period. The amendments also clarify that (for the purposes of classification as current or non-current), settlement is the transfer of cash, the entity’s own equity instruments (except as described below), other assets or services.
Amendments to IAS 1 Non-current Liabilities with Covenants	1 January 2024 (early adoption permitted)	The standard confirms that only those covenants with which an entity must comply on or before the end of the reporting period affect the classification of a liability as current or non-current.
Amendments to IFRS 16 Lease Liability in a Sale and Leaseback	1 January 2024 (early adoption permitted)	The amendments address the accounting that should be applied by a seller-lessee in a sale and leaseback transaction when the leaseback contains variable lease payments, such as turnover rentals, that do not depend on an index or rate. Specifically, they confirm that the ‘lease payments’ or the ‘revised lease payments’ arising from the leaseback arrangement are measured in such a way that no gain or loss is recognised on the right of use retained by the seller-lessee.
Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements	1 January 2024 (early adoption permitted)	The amendments require an entity to disclose information about its supplier finance arrangements to enable users of financial statements to assess the effects of those arrangements on the entity’s liabilities and cash flows and on the entity’s exposure to liquidity risk.
Amendments to IAS 21 – Lack of Exchangeability	1 January 2025 (early adoption permitted)	The amendments have been made to clarify: - when a currency is exchangeable into another currency; and - how a company estimates a spot rate when a currency lacks exchangeability.

	the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
	potential voting rights held by the Company, other vote holders or other parties;
	rights arising from other contractual arrangements; and
	any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

-	Fixed payments less any lease incentive receivable.
-	Variable lease payment that are based on an index or rate, initially measured using the index or rate as at the commencement date, and
-	Amounts expected to be payable by the group under residual value guarantees.