Limitless Earth Plc - Final Results for the year to 31 January 2024
("Limitless" or the "Company")
Final Results for the year to
Notice of AGM
The Annual Report and Accounts for the year ended
The Company also announces that its 2024 Annual General Meeting (“AGM”) will be held at
This announcement contains inside information for the purposes of
For further information, please contact:
Limitless Earth plc +44 7780 700 091 www.limitlessearthplc.comGuido Contesso Cairn Financial Advisers LLP +44 20 7213 0880 Nominated Adviser www.cairnfin.comJo Turner /Sandy Jamieson /Ludovico Lazzaretti Peterhouse Capital Limited +44 20 7469 0930 Broker www.peterhousecap.comCharles Goodfellow /Lucy Williams
Chairman’s Statement
During the reporting period, the Company continued to strategically invest in sectors influenced by demographic trends, focusing on areas such as cleantech, life sciences, and technology. These areas, including investments in Saxa Gres S.p.A (“Saxa Gres”),
Acknowledging the need for timely and strategic investments, the Board has traditionally opted for follow-on investments in existing companies. However, it remains open to exploring and potentially investing in new opportunities that align with the Company's investment criteria. The Company aims to ensure that any new investments are viable and align with its established policy.
The Company's investment policy focuses on sectors where demographic shifts significantly drive growth, investing in both quoted and unquoted securities, either directly or indirectly through partnerships, joint ventures, or individual assets. Investments can occur at any development stage, emphasizing direct investments that may or may not involve other investors.
Recent global events like Brexit and the COVID-19 pandemic have led to market volatility, prompting the Board to consider co-investment opportunities through connections in family and asset wealth management. This approach is anticipated to provide increased liquidity for exits and access to follow-on funding, which could enhance risk management and divestment strategies.
Investments are predominantly in equity or convertible loans, and all are assessed at fair value. To determine this, Directors review information from investee companies and publicly available data. Despite positive data, there is insufficient evidence to adjust the fair value beyond the cost, highlighting a lack of substantial information to support an increase or decrease in valuation.
The investments during the reporting period are:
Saxa Gres S.p.A , a turn-around circular economy company which specialises in an innovative tile production process. The company has been successful in expanding its operations by competitor acquisitions which has enabled it to satisfy the increasing demands for its products while attracting relevant institutional investors such as A2A S.p.A, a €4 billion listed company which took a holding in this investment of 27.7%
The spike in global gas prices in 2022 significantly impacted operations for companies like Saxa Gres, which rely heavily on gas for production. Multiple factors contributed to this surge in prices, including geopolitical tensions, supply chain disruptions, and varying demand dynamics as global economies recovered from the pandemic. Saxa Gres' decision to reshape the terms of its bonds, likely in response to the 2022 spike in gas prices and the financial strain it caused, has resulted in a decreased market value for these bonds.
Given the need to simultaneously reduce debt and recapitalise the group, Saxa Gres has advised the market that it is currently identifying and exploring options for the most suitable solution to achieve this result.
The company has informed the market about its exploration of various options to find a suitable solution.
This includes a potential acquisition, as indicated by a binding letter from a prominent Real Estate Asset Manager expressing interest.
Once a definitive solution is formulated, it will be presented to bondholders for assessment and approval in accordance with applicable laws. Given the uncertainty of these plans, Saxa Gres' board has opted for a conservative financial strategy, marking a significant 60% reduction in investment as a fair value adjustment.
V-Nova’s LCEVC (Low Complexity Enhancement Video Coding) is the industry’s first highly optimised implementation of MPEG-5 Part 2 Low Complexity Enhancement Video Coding (LCEVC), the codec-agnostic ISO/IEC enhancement standard capable of providing higher quality at up to 40% lower bitrates than codecs used natively. Its unique low-complexity design can allow for immediately accelerated encoding by up to 4 times compared to other commonly used codecs via a simple software upgrade, producing significant transcoding cost efficiencies.
V-Nova’s management has helped ensure that the company’s technology is becoming an integrated world standard.
Following a fundraising round in 2021, which raised €33 million in total and included industry-relevant investors, technical validation of V-Nova’s offering continued. In the first quarter of 2022, the V-Nova MPEG-5 LCEVC was selected for the video enhancement codec layer of Brazil’s next-generation broadcast system.
Brazil’s
Due to exponential video consumption growth, V-Nova’s technology can materially increase energy savings, including direct server electricity consumption. It assists in reducing hardware replacement rates and provides greater reach to using older technology. It drives indirect savings in areas including manufacturing costs, cooling, content transmission, storage and caching, and end-user decoding.
V-Nova rapidly expanded its footprint of reference players integrated with its MPEG-5 LCEVC technology with several new web players.
On Revenue Generation Update the Brazilian government has announced their support to accelerate the adoption of the new SBTVD specification, with first roll-outs – and consequently a potential revenue generation for V-Nova to start in Q1 2025. The Board is waiting for V-Nova to sign relevant contracts in order to secure a recurring revenue stream. From public news, new Customers are moving from support to commitment: Even more conservative parties are actively evaluating the deployment of LCEVC
In the last fundraising, V-Nova was able to reach a higher valuation as reflected by LME accounts
In
In
In Q2 2022, Oncocyte announced that it had completed the development of its proprietary TheraSure™ Transplant Monitoring test for liver transplant patients, marking the successful completion of the Chronix technology transfer.
Oncocyte’s readiness to deploy TheraSure following the company’s acquisition of
Oncocyte-Chronix’s impact investment angle: Chronix’s tests provide the opportunity for patients and healthcare providers to avoid billions of pounds of diagnostic surgery costs, for patients to avoid invasive surgery, healthcare providers to reduce demand on resources. Chronix’s products provide for cost-effective, surgery-free treatment monitoring which could lead to more effective care and treatments, saving money and lives.
The Company is currently awaiting detailed financial data regarding the distribution agreements and projected sales revenue for Oncocyte Chronix products in 2025. This information is critical as it will influence the potential recovery of the company's investment and ultimately impact the future revenue generated from these products.
Due to the delay in this year's expected product distribution, the Board has decided to take a conservative approach and reduce the value by 38% compared to the previous year.
On Mid 2021, nanoMesh™ LLC, a subsidiary of
nanoMesh™ was commercially available in the US and possesses a unique nanometer-level surface texture, via the application of Accelerated Neutral
Exogenesis’ impact investment angle: its technology can modify materials in order to alter their behaviour or effectiveness or change their chemical and/or physical properties to replicate other, more expensive materials.
The Board facing Exogenesis financial challenges, has had to make tough decisions regarding its investment.
In 2023, it opted for a 50% reduction in investment values as a fair value adjustment, demonstrating a cautious approach to Exogenesis's financial health.
By 2024, it became clear that further Exogenesis funding was not forthcoming, leading the board to impair the full investment while holding out for potential minor revenue from the sale of residual assets.
It is the intention of the Board to seek to exit the current investments when conditions provide for a successful exit, in order to provide funds for reinvestment. The Board looks forward to updating shareholders with further progress in due course.
Chief Executive Officer
30 July 2024
Income Statement and Statement of Comprehensive Income
for the year ended
Year ended31 January Year ended31 January 2024 2023 Continuing operations £ £ Investment income - Interest Income 397 Total income 397 - Administrative expenses (102,846) (475,730) Operating loss and loss before (102,449) (475,730) taxation Taxation - - Loss for the year (102,449) (475,730) Total comprehensive loss for the year (102,449) (475,730) Earnings per share: Basic and diluted earnings per share (0.149) (0.730)
There are no items of other comprehensive income.
The notes in the annual report form an integral part of these financial statements.
Statement of Financial Position
As at
2024 2023 £ £ Non-current assets Financial asset investments at fair value through 1,248,290 1,150,774 profit and loss Non-current assets 1,248,290 1,150,774 Current assets Trade and other receivables 5,751 16,250 Cash and cash equivalents 74,520 83,894 Current assets 80,271 100,144 Current liabilities Trade and other payables (187,475) (159,284) Current liabilities (187,475) (159,284) Net Assets 1,141,086 1,091,634 Equity Issued Share Capital 685,000 654,000 Share Premium 2,471,530 2,350,630 Retained Earnings (2,015,444) (1,912,996) Total Equity 1,141,086 1,091,634
The notes in the annual report form an integral part of these financial statements.
The financial statements were approved and authorised for issue by the Board on
Statement of Changes in Equity
for the year ended
Share capital Share premium Share warrant Retained Total reserve earnings £ £ £ £ £ At 31 January 654,000 2,350,630 - (1,437,266) 1,567,364 2022 Total comprehensive - - - (475,730) (475,730) loss for the year At 31 January 654,000 2,350,630 - (1,912,996) 1,091,634 2023 Total comprehensive - - - (102,449) (102,449) loss for the year Ordinary Shares issued during 31,000 124,000 155,000 the year Share issue (3,100) (3,100) costs At 31 January 685,000 2,471,530 - (2,015,444) 1,141,086 2024
The notes in the annual report form an integral part of these financial statements.
Statement of Cash Flows
for the year ended
Year ended Year ended 31-Jan 31-Jan 2024 2023 £ £ Cash flows from operating activities Loss for the year before tax (102,449) (475,730) Investment income - - Foreign currency exchange gain/loss 15,961 77,406 (Increase)/decrease in receivables 10,500 32,940 Increase in payables 28,190 (90,621) Other items - (7,030) Net cash outflow from operating activities (47,798) (463,035) Cash flows from investing activities Investment income received net - - Fair value revaluation of Investment (113,476) 310,546 Sale or (Purchase) of investments - 140,646 Net cash outflow from investing activities (113,476) 451,192 Cash flows from financing activities Share Issue 31,000 - Share premium issue 120,900 - Net Cash outflow from financing activities 151,900 - Net decrease in cash and cash equivalents during the year (9,374) (11,843) Cash at the beginning of year 83,894 95,737 Cash and cash equivalents at the end of the year 74,520 83,894
The notes in the annual report form an integral part of these financial statements.
Notes
1. General information
The Investing Policy is to invest principally, but not exclusively, in sectors where changing demographic factors are important drivers of growth. The Company intends to focus initially on projects located in
The financial statements are presented in Pounds Sterling, which is the Company’s functional and presentational currency.
1. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these financial statements are set out below. The policies have been consistently applied throughout the period, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and IFRIC interpretations and with Companies Act 2006 applicable to companies reporting under IFRSs. The financial statements have also been prepared under the historical cost convention, as modified by the revaluation of financial assets at fair value through profit or loss.
The preparation of financial statements in conformity with IFRSs 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 to the financial statements are disclosed later in these accounting policies .
Going Concern
At the reporting date the Company had cash resources of £74,520 and the Directors have prepared cash forecasts that show that, at the time of approving the financial statements, the Company has adequate resources to continue in existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.
Changes in accounting policies and disclosures
New standards, amendments and interpretations adopted by the Company
No new standards, amendments or interpretations to existing standards that have been published and are mandatory for the Company’s accounting periods beginning on or after
1. Financial Asset Investments
2024 2023 £ £ On 1 February 1,150,774 1,524,560 Cost of investment purchases - - Sale proceeds from investments - (140,646) Foreign currency exchange gain/(loss) (15,961) 77,406 Fair value revaluation 113,476 (310,546) 31 January – Investments at fair value 1,248,290 1,150,774 Categorised as: Level 3 – Unquoted investments 1,248,290 1,150,774 1,248,290 1,150,774
The valuation model adopted by management is explained in Note 3 of the Annual Report and Accounts, Critical accounting judgements and estimations and is applicable to each of the investments listed below:
On
On
On 19th Match 2021, the Company announced that Chronix had entered into an agreement with
On
On
Future cash flows will be received yearly over a period of 7 to 10 years, depending on each type of Oncocyte Chronix product and the countries in which Oncocyte distribution channels sell them.
Due to the delay in this year's expected product distribution, the Board has decided to take a conservative approach and reduce the value by 50% compared to the previous year.
On
On
On
On the current VNova round of fundraising the shares in V-Nova are priced at £0.136 each. This values the Limitless portfolio at £990,675.95
Saxa Gres S.A (”Saxa Gres”)
On
On
On
On
At the request of Saxa Gres in order for it to gain better access to bank financing to further its investment plans, the
On
On
On
On 25th 2024 of July, the company received a Bid from an institutional counterpart at 95% of the notional value of the holding bonds, while impairing the value of the warrants.
On
The Company invested US
On
On
Today, it became clear that further funding was not forthcoming, leading the board to impair the full investment while holding out for potential minor revenue from the sale of residual assets.
The table of investments sets out the fair value measurements using the IFRS 7 fair value hierarchy. Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant asset as follows:
Level 1 – valued using quoted prices in active markets for identical assets.
Level 2 – valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.
Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data.
The valuation techniques used by the Company are explained in the accounting policy note, “Financial asset investments”.
LEVEL 3 FINANCIAL ASSETS
Reconciliation of Level 3 fair value measurement of financial assets:
2024 2023 £ £ Brought forward 1,150,774 1,524,560 Purchases - - Sale proceeds from investments - (140,646) Foreign currency exchange gain /(loss) (15,961) 77,406 Fair value revaluation 113,476 (310,546) Carried forward 1,248,290 1,150,774
1. Earnings Per Share
(a) Basic
Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.
2024 2023 £ £ Loss from continuing operations attributable to equity (102,449) (475,730) holders of the company Weighted average number of ordinary shares in issue 68,500,000 65,400,000 Pence Pence Basic earnings per share from continuing operations (0.149) (0.730)
(b) Diluted
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. There were no potentially dilutive instruments outstanding at
1. Post Year End Events
On
Forward Looking Statements
Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.