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NOT FOR RELEASE, PUBLICATION OR
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22 March 2024
Cindrigo Holdings
Limited
('Cindrigo, the 'Company' or
the 'Group')
Final
Results
Cindrigo (LSE:CINH) announces that
its audited accounts for the year ended 31 December 2023 have been
approved and extracts are attached to this announcement and
available in full on the Company's website at
www.cindrigo.com.
**ENDS**
Extracts from the Audited Accounts
for the year ended 31 December 2023 are set out below:
For
more information please contact:
Cindrigo Holdings Limited
Lars Guldstrand CEO
+44 (0) 7408 861 667
Hannam & Partners (Financial
Advisor & Corporate Broker)
Samuel Merlin, Sean
Urquhart
+44 (0) 20 7907 8500
St Brides Partners Ltd
(PR)
Paul Dulieu
+44 (0) 20 7236 1177
CEO's Statement
Cindrigo Holdings Limited ("Cindrigo
or the Company") is the Holding Company of the Cindrigo Group which
is an independent renewable energy power producer and developer
focused on clean baseload energy plants, driven by the increased
global need and demand for stable clean baseload power. Its
geographical focus is on low risk, well established governance, and
stable jurisdictions initially primarily in the EU, EU periphery or
with EU business/banking ties.
Background
The Company was formed in November
2014 to undertake acquisitions in the entertainment and leisure
sectors. With none of the proposed projects coming to fruition the
Company looked for alternative activities and completed the
acquisition of Cindrigo in 2021. At the time of the acquisition
Cindrigo were concentrating on a substantial Waste to Energy
("WtE") project in Ukraine. Due to the invasion of Ukraine by
Russia, the Group suspended its projects in Ukraine in February
2022, and re-directed its focus to its geothermal energy
developments.
Cindrigo's energy background
originated out of WtE and Biomass sectors both as a developer and
EPC contractor, with advanced cooperation partners such as China
Energy, the world's largest international developer of energy.
Cindrigo and China Energy together with Sinosure had several
development projects in Ukraine, which had the support of
Government and local municipalities at the time of the Russian
invasion. The projects had to be suspended as a result of the
invasion. Consequently, Cindrigo redirected its focus to the
Geothermal sector, whilst evaluating other renewable opportunities
including WtE/Combined Heat and Power production.
In June 2022 the Group via its
wholly owned subsidiary Cindrigo Geothermal Limited acquired a
minority shareholding in an Icelandic geothermal developer and 90%
of the issued share capital of EES Dravacel Energetika
d.o.o.("Dravacel"), a Croatian incorporated company which holds a
geothermal exploration licence in respect of 57.9 km2 in Slatina,
northern Croatia ("Slatina 3"). The site in Slatina is believed to
be suitable for geothermal development with an initial target of a
plant generating 20MW. The Company continues to evaluate other
potential projects in the power and heat sector.
Strategic and Operational Review
Cindrigo's strategy is to be an
active renewable energy developer, coordinating project owner with
outsourced construction and operation supported by world class
partners, both sub and on-surface. Development is based on proven
technology with a modular, replicable expansion.
The Company's aim is to build a
broad diversified portfolio of clean energy projects in various
renewable energy sectors, with a special focus on the geothermal
sector. The Company's aim is to have contracts in place for
geothermal power plant projects with up to 200 MW of contracted
capacity within a year, up to 450 MW within three years and 1000 MW
by 2030, in parallel with clean energy assets in other energy
sectors.
Cindrigo is well positioned to
develop a substantial geothermal energy group. Its ambitious
targets are driven by Europe´s high geothermal electricity prices,
the drive to decarbonise industrial economics and the renewed focus
on European energy security.
Two major factors have converged to
increase the attractiveness of geothermal power as a compelling
component in Europe's power generation portfolio. In addition to
the general necessity of increasing the electricity production and
meeting stricter net carbon targets there is a long overdue
strategic shift for many European countries to reduce their
dependence on Russian energy imports, to locally sourced and
produced energy.
Cindrigo's most advanced project is
the geothermal project in Slatina 3, Croatia, (the "Project")
targeted initially for production of 20 MW electricity.
Located in one of Europe's most attractive geothermal markets, with
well proven reservoir resource. The Project has already "broken
ground" for the development. All the preparatory civil site-works
including conductor drilling, well pads, roads are completed. The
site is ready for commencement of the drilling of a ca 4,000 meters
deep drilling well in an area known to have the required geothermal
reservoir. Previous drilling into this reservoir recorded water
temperatures approaching 200C, exceeding the recognised minimum
thresholds for geothermal power generation. The Project is being
undertaken by ESS Dravacel Energetika doo in which the Company
holds a 90% interest ("Dravacel").
Investment in the development of the
Project, including the recent groundwork, has been circa £6 million
to date. £2.5 million of this amount was incurred in 2024, the
majority of which was initial costs for the deep
drilling.
The Company anticipates a further 6
months extension of the exploration license from April 2024 to be
granted by the Croatian Hydrocarbon Agency, which will allow
mobilisation and start (spud-in) of the deep level drilling. This
extension is crucial to provide enough time to complete the
drilling programme and the analysis of the well data to confirm all
critical determinants including geothermal flow rates with the
objective to move from exploration phase to exploitation phase of
the Project. The Project
and the GT-1 well pad is located on a property owned by Dravacel
within the 55 km2 (5,500 hectare) Slatina 3 Geothermal Licence.
Initial design and layouts of the Dravacel property indicate
sufficient footprint for a 20 MW power plant and potentially
several times that capacity.
In addition to the Project the
company are evaluating several other opportunities in the
geothermal sector, and also other renewable sectors such as WtE
incineration. Cindrigo has recently signed an MOU regarding the
potential acquisition of a Combined Heat and Power ("CHP") plant in
Kaipola Finland.
The 110 MW CHP Plant would be held
under a 50-year lease producing both heat and power. The Plant
already exists but requires circa £2.5 millions of upgrade work, to
enable the generation of early income later in 2024. The Plant
would then represent a significant asset in the Company's Balance
Sheet. Revenues are estimated initially to be €15million per annum,
growing over the years to full operational capacity of
approximately €37 million annually.
In December 2023 the Company
streamlined and centralised its key people resources, know-how,
organization, administrative coordination and development in the
Holding Company or direct to the projects, and the smaller entities
have been suspended or sold. The Company's wholly owned subsidiary
ECG Energy Co-invest Global Corp ("ECG") suspended it operations,
including in Iceland. Cindrigo sold its interest in ECG for a
nominal consideration and amounts due from ECG have been
written-off to the Statement of Comprehensive Income in the current
year. The Company also disposed of its Ukrainian subsidiary, Kiev
Power for a nominal consideration.
The Company is continuing the
process of seeking approval of a prospectus by the FCA to support
an application for re-admission of its issued and to be issued
shares of the Company to the Standard Segment of the Official List
and to trading on the Main Market of the London Stock Exchange. If
the application for readmission to trading is successful, the
Company anticipates that future funding will be more readily
available.
Board of director changes
In November 2023, Simon Fawcett the
Chief Financial Officer resigned from his office as Director of the
Company. There are no other changes in Board of Directors
during the financial year 31 December 2023. Dag Andresen has
been appointed as Chief Financial Officer and is assisted by a new
highly qualified financial controller, based in London.
Other important events
Cindrigo has entered into a
Framework Agreement (the "Agreement") with Petroline Energy LLC, an
Abu Dhabi based energy company ("Petroline") for the potential
financing of up to £75 million in to Cindrigo Holding's Limited to
be used for Cindrigo's development and construction of its
geothermal projects. The process has been slow, due to the delay in
the readmission to trading of the Company's share
capital.
Cindrigo has entered into a
Framework Agreement with Kaishan Renewable Energy Development PTE
LTD, a Singapore-registered company and member of the Kaishan Group
("Kaishan") to develop, finance, build and operate geothermal power
plants. The first project targeted under the Framework Agreement is
the 20 MW project led by Cindrigo development companies on the
Slatina 3 geothermal license in Croatia.
The Company have signed a
convertible loan agreement in a sum of £10 million with TriRi Asset
Management with agreed drawdown after the licence extension has
been granted.
Cindrigo has recently signed an MOU
regarding the potential acquisition of a 110MW Combined Heat and
Power ("CHP") plant in Kaipola Finland.
Lars Guldstrand
Chief Executive Officer
Date: 21 March 2024
Financial Review
Overview
The Group incurred a loss in the
year under review as a result of administrative expenses and
finance costs. There was no revenue for the year ended 31 December
2023.
Loss for the year
During the year, the Group recorded
a loss of £3,076k (2022 loss: of £2,467k) and administrative
expenses of £1,651k (2022: £1,780k). The key components of
administrative expenses in the Group financial statements include
£139k of legal fees, £826k of consulting fees, £146k of
professional fees and £172k of travel costs. Finance costs in
relation to the outstanding convertible notes were £113k (2022:
£97k).
Balance Sheet
The total assets on the balance
sheet as per the balance sheet date is £3,357k (2022: £1,941k). In
addition, the Group shows cash and cash equivalents of £172k (2022:
£690k) and trade and other receivables of £1,041k (2022:
£402k).
A mix of equity and convertible
notes has financed these assets. The equity at the balance sheet
date amounted to (£2,087k) (2022: (£779k)) and the liabilities were
£5,444k (2022: £2,720k).
Cash flow
During the year, cash used in
operations totalled £2,055K (2022: £1,991k).
Closing cash
As at 31 December 2023, the Group
held £172k (2022: £690k) in the bank accounts.
Dag
Andresen
Chief Financial Officer
Date: 21 March 2024
Consolidated
Statement of Comprehensive Income
The statement of comprehensive
income is set out below:
|
|
|
Year ended
31 December
2023
|
Year ended
31 December
2022
|
|
|
Note
|
£'000
|
£'000
|
|
|
|
|
|
|
Administrative expenses
|
|
(1,651)
|
(1,780)
|
|
Other operating income
|
|
226
|
10
|
|
Operating profit / (loss)
|
|
(1,425)
|
(1,770)
|
|
Investments written off
|
|
(1,553)
|
-
|
|
Finance costs
|
12
|
(113)
|
(97)
|
|
Profit / (loss) before income taxes
|
|
(3,091)
|
(1,867)
|
|
Income tax expense
|
16
|
-
|
-
|
|
Profit / (loss) after
taxation
|
|
(3,091)
|
(1,867)
|
|
Profit / (loss) for the year
|
|
(3,091)
|
(1,867)
|
|
Share of profit / (loss) in
associate
|
|
-
|
(603)
|
|
Share of (profit) / loss
attributable to non-controlling interest
|
|
15
|
3
|
|
Total comprehensive profit / (loss) attributable to owners of
the parent
|
|
(3,076)
|
(2,467)
|
|
|
|
|
|
|
Earnings / (loss) per
share:
|
|
|
|
|
Basic from continuing
operations
|
17
|
(0.022)
|
(0.017)
|
|
Diluted from continuing
operations
|
17
|
(0.022)
|
(0.017)
|
Consolidated
Statement of Financial Position
The statement of financial position
as at 31 December 2023 is set out below:
|
|
|
As at
31 December
2023
|
As at 31
December 2022
|
|
|
Note
|
£'000
|
£'000
|
|
Assets
|
|
|
|
|
Non
- current assets
|
|
|
|
|
Property, plant and
equipment
|
6
|
2,144
|
622
|
|
Intangible Assets
|
7
|
-
|
227
|
|
Current assets
|
|
|
|
|
Cash and cash equivalents
|
9
|
172
|
690
|
|
Trade and other
receivables
|
10
|
1,041
|
402
|
|
Investments
|
|
-
|
-
|
|
Total current assets
|
|
3,357
|
1,941
|
|
|
|
|
|
|
Total assets
|
|
3,357
|
1,941
|
|
Equity and liabilities
|
|
|
|
|
Capital and reserves
|
|
|
|
|
Share capital account
|
8
|
12,490
|
12,038
|
|
Equity component of convertible
instruments
|
|
4,038
|
3,456
|
|
Retained earnings
|
|
(18,597)
|
(16,270)
|
|
Non-controlling interests
|
|
(18)
|
(3)
|
|
Total equity attributable to equity holders
|
|
(2,087)
|
(779)
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Borrowings
|
11
|
4,741
|
2,407
|
|
Trade and other payables
|
13
|
703
|
313
|
|
Total current liabilities
|
|
5,444
|
2,720
|
|
|
|
|
|
|
Total equity and liabilities
|
|
3,357
|
1,941
|
|
|
|
|
|
Consolidated
Statement of Changes in Equity
The statement of changes in equity
is set out below:
|
|
Share
capital
account
|
Equity component of
convertible instruments
|
Retained
earnings
|
Non-controlling
interest
Total
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
As
at 1 January 2022
|
11,879
|
3,275
|
(13,818)
|
-
|
1,336
|
|
Profit for the year
|
|
|
|
|
|
|
Total comprehensive loss for the year
|
|
|
(2,467)
|
-
|
(2,467)
|
|
|
|
|
|
|
|
|
Transaction with owners
|
|
|
|
|
|
|
Proceeds from issue of
shares
|
|
|
|
|
|
|
Conversion of loan notes to equity
instruments
|
|
181
|
|
-
|
181
|
|
Other movements in reserve
|
|
|
15
|
-
|
15
|
|
Other movements in equity
Amounts attributable to
non-controlling interests
|
159
|
|
|
-
(3)
|
159
(3)
|
|
|
|
|
|
|
|
|
As
at 31 December 2022
|
12,038
|
3,456
|
(16,270)
|
(3)
|
(779)
|
Consolidated
Statement of Changes in Equity
|
|
Share
Capital
account
|
Equity component of
convertible instruments
|
Retained
earnings
|
Non-controlling
interest
Total
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
As
at 1 January 2023
|
12,038
|
3,456
|
(16,270)
|
(3)
|
(779)
|
|
Profit for the year
|
|
|
|
|
|
|
Total comprehensive loss for the year
|
|
|
(3,076)
|
-
|
(3,076)
|
|
|
|
|
|
|
|
|
Transaction with owners
|
|
|
|
|
|
|
Proceeds from issue of
shares
|
|
|
|
|
|
|
Conversion of loan notes to equity
instruments
|
-
|
582
|
-
|
-
|
582
|
|
ECG disposal (moved out from
group)
|
(13)
|
-
|
1,151
|
-
|
1,138
|
|
Transfer of reserve
correction
|
450
|
-
|
(450)
|
-
|
-
|
|
Foreign exchange differences on
currency conversion
|
15
|
-
|
48
|
-
|
63
|
|
Amounts attributable
to non-controlling
interests
|
-
|
-
|
-
|
(15)
|
(15)
|
|
|
|
|
|
|
|
|
As
at 31 December 2023
|
12,490
|
4,038
|
(18,597)
|
(18)
|
(2,087)
|
Share capital comprises the Ordinary
Shares issued by the Group.
Retained earnings represent the
aggregate retained losses of the Group since
incorporation.
Equity component of convertible
instruments represents the equity element of instruments with a
convertible element.
Consolidated Statement of Cash
Flows
The cash flow statement is set out
below:
|
|
Year ended
31 December
2023
|
Year ended
31 December
2022
|
|
|
£'000
|
£'000
|
|
Cash flow from operating activities
|
|
|
|
Loss for the period before
taxation
|
(3,076)
|
(2,473)
|
|
Premium paid on convertible loan
note repayment
|
|
|
|
Loss on disposal of ECG
|
1,138
|
-
|
|
Interest
|
113
|
97
|
|
Operating cash flows before movements in working
capital
|
(1,825)
|
(2,564)
|
|
(Increase)/decrease in
receivables
|
(340)
|
461
|
|
Decrease in accounts payable and
accrued liabilities
|
389
|
112
|
|
Net
cash used in operating activities
|
(2,076)
|
(1,991)
|
|
|
|
|
|
Fixed assets investment - Assets
under construction
|
(1,305)
|
(849)
|
|
Payback from investments
|
-
|
-
|
|
Net
cash outflow from investing activities
|
(1,305)
|
(849)
|
|
|
|
|
|
Changes in borrowings/convertible
instruments
|
2,335
|
1,615
|
|
Equity component of convertible
instruments
|
582
|
181
|
|
Other movements in
equity/Minority interest
|
(54)
|
172
|
|
Funding received from Cindrigo
Limited
|
-
|
-
|
|
Net
cash inflow from financing activities
|
2,863
|
1,968
|
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
(518)
|
(872)
|
|
|
|
|
|
Cash and cash equivalent at
beginning of period
|
690
|
1,562
|
|
Cash and cash equivalent at end of period
|
172
|
690
|
Notes to the
consolidated financial statements
1.
General
information
The Group was incorporated under
section II of the Companies (Guernsey) Law 2008 on 24 November
2014, it is limited by shares and has registration number
59383.
The Group's registered office is
located at PO Box 186, Royal Chambers, St Julian's Avenue, St.
Peter Port, Guernsey GY1 4HP, Channel Islands.
2.
Significant
Accounting Policies
Basis of preparation
The consolidated financial
statements of Cindrigo Holdings Limited
(formerly Challenger Acquisitions Limited) for the year ended 31 December
2023 have been prepared in accordance with
International Financial Reporting Standards as adopted by the EU
(IFRS's as adopted by the EU), issued by the International
Accounting Standards Board (IASB), including interpretations issued
by the International Financial Reporting Interpretations Committee
(IFRIC) applicable to the companies reporting under
IFRS.
The preparation of consolidated
financial statements in conformity with IFRS requires the use of
certain critical accounting estimates. It also requires management
to exercise its judgement in the process of applying the Group's
accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates
are significant to the consolidated financial statements are
disclosed in note 3.
The financial information has been
presented in British Pound (£), being the functional currency of
the Group.
Income recognition
Interest income
Interest income is recognised using
the effective interest method. When a receivable is impaired, the
Group reduces the carrying amount to its recoverable amount, being
the estimated future cash flow discounted at the original effective
interest rate of the instrument and continues unwinding the
discount as interest income.
Other income
Other income is recognized when it
is probable that economic benefits will flow to the entity, and the
income can be reliably measured. Income is recognized irrespective
of when the cash is received or receivable.
Basis of consolidation
The consolidated financial statement
incorporates the results of the Group and its wholly owned
subsidiaries:
The Group conducts its operational
business through the Company's wholly-owned subsidiary, Cindrigo
Limited (UK).
All inter-company, investments,
balances, transactions, income and expenses and profits and losses
resulting from inter-company group transactions are eliminated in
full on consolidation. Unrealised losses are also eliminated when
the transaction provides evidence of an impairment of the asset
transferred.
The following companies are
consolidated into the Group financial statements:
|
Name of Company
|
Country of
incorporation
|
Nature of
Operations
|
%
owned
|
Method of
Consolidation
|
|
Cindrigo Limited
|
U.K
|
Cost
Centre
|
100%
|
Full consolidation
|
|
Cindrigo Geothermal
Limited
|
U.K
|
Holding
Company
|
100%
|
Full consolidation
|
|
Dravacel Energetika doo
|
Croatia
|
Geothermal
Energy
|
90%
|
Full consolidation
|
|
Cindrigo Geothermal (Europe)
Limited
|
U.K
|
Geothermal
Energy
|
100%
|
Full consolidation
|
The following companies are not
consolidated in the current year:
|
Name of Company
|
Country of
incorporation
|
Nature of
Operations
|
%
owned
|
|
Energy Co-Invest Global
|
Canada
|
Holding company
|
100%
|
|
GEG efh
|
Iceland
|
Geothermal Energy
|
48%
|
|
Kyiv Power BTS LLC
|
Ukraine
|
Holding company
|
99%
|
|
|
|
|
| |
During the year, Energy Co-Invest
Global ("ECG") and GEG suspended their operations and the shares in
ECG were sold for a nominal consideration. The investment and
intercompany balance with ECG have been written off.
Kyiv Power BTS LLC would have acted
as the holding company for the operations to build and operate
waste to energy plants in Ukraine. Given the invasion of Ukraine by
the Russian Federation in February 2022 all group operations in
Ukraine were suspended and the investment was fully impaired in the
previous year. In the current year, the interest in Kyiv
Power BTS LLC was sold for a nominal consideration.
Going concern
The financial information has been
prepared on the assumption that the Group will continue as a going
concern. Under the going concern assumption, an entity is
ordinarily viewed as continuing in business for the foreseeable
future with neither the intention nor the necessity of liquidation,
ceasing trading or seeking protection from creditors pursuant to
laws or regulations. In assessing whether the going concern
assumption is appropriate, the Directors take into account all
available information for the foreseeable future, in particular for
the twelve months from the date of approval of the financial
information.
In January 2024, the Company
received bridging finance of €3.3m from Danir AB, its major
shareholder, to secure the progress of the Project.
In February 2024, the Company signed
a convertible loan agreement in the sum of £10m from TriRi Asset
Management, with agreed drawdown as soon as
the Licence Extension for the Project is granted.
The Group has the option to reduce
costs, principally consulting fees payable to senior executives, to
preserve cash resources.
The directors have prepared cash
flow forecasts to March 2025 and consider that the company has
sufficient working capital to continue as a going concern during
the period.
The Directors' objectives when
managing capital are to safeguard the Group's ability to continue
as a going concern in order to provide returns for shareholders and
benefits for other stakeholders. At the date of this financial
information, the Group had been financed from equity and
convertible notes. In the future, the capital structure of the
Group is expected to consist of convertible notes and equity
attributable to equity holders of the Group, comprising issued
share capital and reserves.
New
standards, interpretations and amendments effective from 1 January
2023
There were no new standards or
interpretations effective for the first time for periods beginning
on or after 1 January 2023
that had a significant effect on the Group's
consolidated financial statements.
Standards and interpretations issued but not yet
applied
A number of new standards and
amendments to standards and interpretations have been issued but
are not yet effective.
The directors do not expect that any
of these standards and interpretations will have a material impact
on the consolidated financial statements of the Group.
Segment Reporting
For the purpose of IFRS 8, the Chief
Operating Decision Maker "CODM" takes the form of the board of
directors. The Directors are of the opinion that the business of
the Group comprised a single activity, being the identification and
acquisition of target companies or businesses in the energy
sector.
Foreign Currency Translation
Functional and presentation
currency
Items included in the consolidated
financial statements are measured using the currency of the primary
economic environment in which the entity operates ('the functional
currency'). The consolidated financial statements are presented in
British Pounds (GBP), which is Cindrigo Holdings functional and
presentation currency.
Transactions and balances
Foreign currency transactions are
translated into the functional currency using the exchange rates at
the dates of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated in
foreign currencies at year end exchange rates are generally
recognised in profit or loss. Foreign exchange gains and
losses are presented in the statement of
profit or loss, within finance income or finance costs.
Non-monetary items that are measured
at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was determined.
Translation differences on assets and liabilities carried at fair
value are reported as part of the fair value gain or loss. For
example, translation differences on non-monetary assets and
liabilities such as equities held at fair value through profit or
loss are recognised in profit or loss as part of the fair value
gain or loss and translation differences on non-monetary assets
such as equities classified as available-for-sale financial assets
are recognised in other comprehensive income.
Fair value of assets
Assets are tested for fair value
whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. A reduction in fair value
is recognised for the amount by which the asset's carrying amount
exceeds its recoverable amount. The recoverable amount is the
higher of an asset's fair value less costs of disposal and value in
use. For the purposes of assessing fair value, assets are grouped
at the lowest levels for which there are separately identifiable
cash inflows which are largely independent of the cash inflows from
other assets or groups of assets (cash-generating units).
Non-financial assets other than goodwill that suffered a
significant reduction in fair value are reviewed for possible
reversal of the significant reduction in fair value at the end of
each reporting period.
Cash and cash equivalents
For the purpose of presentation in
the statement of cash flows, cash and cash equivalents includes
cash on hand, deposits held at call with financial institutions,
other short-term, highly liquid investments with original
maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant
risk of changes in value, and bank overdrafts. Bank overdrafts are
shown within borrowings in current liabilities in the balance
sheet.
Investments and other financial assets
Recognition and
derecognition
Regular way purchases and sales of
financial assets are recognised on trade-date, the date on which
the Group commits to purchase or sell the asset. Financial assets
are derecognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the
Group has transferred substantially all the risks and rewards of
ownership.
Measurement
At initial recognition, the Group
measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss,
transaction costs that are directly attributable to the acquisition
of the financial asset. Transaction costs of financial assets
carried at fair value through profit or loss are expensed in profit
or loss.
The Group's investments in corporate
debt securities which are held within a business model whose
objective is achieved both by collecting contractual cash flows and
by selling securities are classified as held at fair value through
profit or loss (FVTPL).
Investments in equity securities
have been classified as measured at FVTPL.
Interest income from financial
assets at fair value through profit or loss is included in the net
gains/(losses). Interest on financial assets held at amortised
cost, calculated using the effective interest method is recognised
in the statement of profit or loss as part of revenue from
continuing operations.
Impairment of financial
assets
Financial assets are assessed for
indicators of decline in fair value at the end of the reporting
period. The Group 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 expects to receive, discounted at
an approximation of the original effective interest
rate.
For credit exposures for which there
has not been a significant increase in credit risk since initial
recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (a
12-month ECL). For those credit exposures for which there has been
a significant increase in credit risk since initial recognition, a
loss allowance is required for credit losses expected over the
remaining life of the exposure, irrespective of the timing of the
default (a lifetime ECL).
If, in a subsequent period, the
amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was
recognised (such as an improvement in the debtor's credit rating),
the reversal of the previously recognised impairment loss is
recognised in profit or loss.
Trade and other payables
These amounts represent liabilities
for goods and services provided to the Group prior to the end of
financial year which are unpaid. The amounts are unsecured and are
usually paid within 30 days of recognition. Trade and other
payables are presented as current liabilities unless payment is not
due within 12 months after the reporting period. They are
recognised initially at their fair value and subsequently measured
at amortised cost using the effective interest method.
Borrowings
Borrowings are initially recognised
at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the
proceeds (net of transaction costs) and the redemption amount is
recognised in profit or loss over the period of the borrowings
using the effective interest method. Fees paid on the establishment
of loan facilities are recognised as transaction costs of the loan
to the extent that it is probable that some or all of the facility
will be drawn down. In this case, the fee is deferred until the
draw down occurs. To the extent there is no evidence that it is
probable that some or all of the facility will be drawn down, the
fee is capitalised as a prepayment for liquidity services and
amortised over the period of the facility to which it
relates.
The fair value of the liability
portion of a convertible bond is determined using a market interest
rate for an equivalent non-convertible bond. This amount is
recorded as a liability on an amortised cost basis until
extinguished on conversion or maturity of the bonds. The remainder
of the proceeds is allocated to the conversion option. This is
recognised and included in shareholders' equity, net of income tax
effects.
Employee benefits
Short term obligations
Liabilities for wages and salaries,
including non-monetary benefits and accumulating sick leave that
are expected to be settled wholly within 12 months after the end of
the period in which the employees render the related service are
recognised in respect of employees' services up to the end of the
reporting period and are measured at the amounts expected to be
paid when the liabilities are settled. The liabilities are
presented as current employee benefit obligations in the balance
sheet.
The obligations are presented as
current liabilities in the balance sheet if the entity does not
have an unconditional right to defer settlement for at least twelve
months after the reporting period, regardless of when the actual
settlement is expected to occur.
Related Parties
For the purposes of these financial
statements, a party is considered to be related to the Company
if:
(i) the party has the ability,
directly or indirectly, through one or more intermediaries, to
control the Company or exercise significant influence over the
Company in making financial and operating policy decisions or has
joint control over the Company;
(ii) the Company and the party are
subject to common control;
(iii) the
party is an associate of the Company or a joint venture in which
the Company is a venturer;
(iv) the party is a member of key
management personnel of the Company or the Company's parent, or a
close family member of such an individual, or is an entity under
the control, joint control or significant influence of such
individuals;
(v) the party is a close family
member of a party referred to in (i) or is an entity under the
control, joint control or significant influence of such
individuals;
(vi) the party, or any member of a
group of which it is part, provides key management personnel
services to the company or its parent.
Contributed equity
Ordinary shares are classified as
equity.
Incremental costs directly
attributable to the issue of new shares or options are shown in
equity under share capital as a deduction, net of tax, from the
proceeds.
Earnings per share
Basic earnings per share is
calculated by dividing:
·
the profit attributable to owners of the Group,
excluding any costs of servicing equity other than ordinary
shares
·
by the weighted average number of ordinary shares
outstanding during the financial year.
Diluted earnings per share adjusts
the figures used in the determination of basic earnings per share
to take into account:
·
the after income tax
effect of interest and other financing costs associated with
dilutive potential ordinary shares, and
·
the weighted average
number of additional ordinary shares that would have been
outstanding assuming the conversion of all dilutive potential
ordinary shares.
3.
Critical estimates, judgements and errors
The preparation of consolidated
financial statements requires the use of accounting estimates
which, by definition, will seldom equal the actual results.
Management also needs to exercise judgement in applying the Group's
accounting policies.
This note provides an overview of
the areas that involved a higher degree of judgement or complexity,
and of items which are more likely to be materially adjusted due to
estimates and assumptions turning out to be wrong. Detailed
information about each of these estimates and judgements is
included together with information about the basis of calculation
for each affected line item in the consolidated financial
statements. In addition, this note also
explains where there have been actual adjustments this year as a
result of an error and of changes to previous estimates.
Significant estimates and judgements
The areas involving significant
estimates or judgements are:
·
Going concern
See accounting policies (note 2)
for details of the assessment made.
Estimates and judgements are
continually evaluated. They are based on historical experience and
other factors, including expectations of future events that may
have a financial impact on the entity and that are believed to be
reasonable under the circumstances.
4.
FINANCIAL RISK
MANAGEMENT
This note explains the Group's
exposure to financial risks and how these risks could affect the
Group's future financial performance. Current year profit and loss
information has been included where relevant to add further
context.
|
Risk
|
Exposure arising from
|
Measurement
|
Management
|
|
Market risk - foreign
exchange
|
Future commercial cash flows not
denominated in GBP
Recognised financial assets and
liabilities not denominated in GBP
|
Cash flow forecasting
Sensitivity analysis
|
No hedging
No hedging
|
|
Credit risk
|
Cash and cash equivalents, trade
receivables, other receivables
|
Aging analysis
Credit ratings
|
Diversification of bank
deposits.
Follow-ups to loan
investment
|
|
Liquidity risk
|
Borrowings and other
liabilities
|
Rolling cash flow
forecasts
|
Availability of committed credit
lines and borrowing facilities
|
Foreign exchange risk
The Group is especially focused on
the currency pairs USD/GBP. The Group's only active investment is
denominated in GBP.
The Group's exposure to foreign
currency risk at the end of the current period, expressed in £'000
was as follows:
|
Currency
|
Assets in CCY
|
Assets in GBP
|
10% change
|
Liabilities in CYY
|
Liabilities in GBP
|
10% change
|
|
USD
|
-
|
-
|
-
|
-
|
-
|
-
|
|
EUR
|
1k
|
1k
|
(0.1k)
|
-
|
-
|
-
|
|
CHF
|
-
|
-
|
-
|
-
|
-
|
-
|
|
SEK
|
-
|
-
|
-
|
18,000k
|
1,372k
|
137k
|
The Group's exposure to foreign
currency risk at the end of the prior period, expressed in £'000
was as follows:
|
Currency
|
Assets in CCY
|
Assets in GBP
|
10% change
|
Liabilities in CYY
|
Liabilities in GBP
|
10% change
|
|
USD
|
-
|
-
|
-
|
-
|
-
|
-
|
|
EUR
|
1k
|
1k
|
(0.1k)
|
-
|
-
|
-
|
|
CHF
|
-
|
-
|
-
|
-
|
-
|
-
|
|
SEK
|
-
|
-
|
-
|
18,000k
|
1,429k
|
143k
|
During the year, £19k
foreign-exchange related gains were recognised in profit or
loss.
As described above the Group is
primarily exposed to changes in the USD/GBP exchange rate. The
sensitivity of profit or loss to changes in the exchange rates as
summarized in the above table arises mainly from the Group's SEK
denominated liability.
Interest rate risk
The Group's fixed rate borrowings
are carried at amortised cost. They are therefore not subject to
interest rate risk as defined in IFRS 7, since neither the carrying
amount nor the future cash flows will fluctuate because of a change
in market interest rates.
Credit risk
Credit risk arises from cash and
cash equivalents and deposits with banks and financial
institutions, as well as credit exposures to customers, including
outstanding receivables. To limit the risk the Group's main cash
resources are held with banks with a minimum external rating of
A.
Liquidity Risk
The Group currently holds cash
balances to provide funding for normal trading activity. Trade and
other payables are monitored as part of normal management
routine.
As at 31
December 2023 all financial assets were
classified at fair value. A maturity analysis of the Group's
financial assets is as follows:
|
|
As at
31 December
2023
£'000
|
As at
31 December
2022
£'000
|
|
|
|
|
0 to 3 months
|
1,041
|
402
|
|
3 to 6 months
|
-
|
-
|
|
6 months +
|
-
|
-
|
|
Total
|
1,041
|
402
|
As at 31
December 2023 all financial liabilities
were classified at amortised cost. A maturity analysis of the
Group's financial liabilities based on contractual undiscounted
payments is as follows:
|
|
As at
31 December
2023
£'000
|
As at
31 December
2022
£'000
|
|
|
|
|
0 to 3 months
|
703
|
313
|
|
3 to 6 months
|
4,741
|
2,407
|
|
6 months +
|
-
|
-
|
|
Total
|
5,444
|
2,720
|
5.
Business Segments
For the purpose of IFRS 8, the
Chief Operating Decision Maker "CODM" takes the form of the board
of Directors. The Directors are of the opinion that the business of
the Group comprised a single activity, being the identification and
acquisition of target companies or businesses in the energy
sector.
6.
PROPERTY, PLANT AND EQUIPMENT
|
|
Land
|
Assets under
construction
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
At 31 December 2022
|
622
|
-
|
622
|
|
|
|
|
|
|
Foreign exchange
differences
|
(10)
|
-
|
(10)
|
|
Reclassification from intangible
assets
|
|
227
|
227
|
|
Additions
|
|
1,305
|
1,305
|
|
|
|
|
|
|
At 31 December 2023
|
612
|
1,532
|
2,144
|
Land was acquired as part of new
acquisition Dravacel, in June 2022, land is in Croatia and has
license to construct GEFL energy site. The land is not
depreciated. The directors have considered whether the value of the
land requires an impairment as at 31 December 2023, and due to the
fact that Dravacel has exploration rights for the land, the
directors consider that there has been no diminution in the
carrying value of the land since the acquisition.
Assets under construction include
costs relating to the development of the Slatina 3 project in
Croatia and depreciation of these assets will commence when the
assets are ready for their intended use.
7.
INTANGIBLE ASSETS
During the year, the balance
brought forward from 31 December 2022, was reclassified to assets
under consideration, as it consisted of costs relating to the
development of the Slatina 3 project in Croatia.
|
|
Patents and
licences
|
Total
|
|
|
£'000
|
£'000
|
|
|
|
|
|
At 31 December 2022
|
227
|
227
|
|
|
|
|
|
Reclassification to assets under
construction
|
(227)
|
(227)
|
|
|
|
|
|
At 31 December 2023
|
-
|
-
|
8.
SHARE CAPITAL
|
Issued and fully paid
|
Number of
shares
|
Share capital
account
|
|
|
|
£'000
|
|
|
|
|
|
At 31 December 2022
|
142,041,530
|
22,485
|
|
|
|
|
|
Issue of shares
|
-
|
-
|
|
|
|
|
|
At 31 December 2023
|
142,041,530
|
22,485
|
9.
CASH AND CASH EQUIVALENTS
|
|
As at
|
As at
|
|
|
31 December
2023
£'000
|
31 December
2022
£'000
|
|
Cash at bank and in hand
|
172
|
690
|
|
Total
|
172
|
690
|
10.
TRADE AND OTHER RECEIVABLES
|
|
As at
|
As at
|
|
|
31 December
2023
£'000
|
31 December
2022
£'000
|
|
Prepayments and accrued
income
|
622
|
1
|
|
Trade debtors
|
22
|
23
|
|
Other debtors
|
397
|
39
|
|
TCB Investors
|
-
|
339
|
|
Total
|
1,041
|
402
|
On 5 August 2022 CINH lent TCB
Investors OU the Vendor of ECG £340,000 for a term to
31st December 2023, this amount is not recoverable and
written off in Statement of Comprehensive Income in current
year.
11.
BORROWINGS
|
|
As at 31
December
2023
|
As at 31
December
2022
|
|
|
£'000
|
£'000
|
|
Current
|
|
|
|
Convertible notes
|
4,427
|
2,065
|
|
Other loans
|
314
|
342
|
|
Total
|
4,741
|
2,407
|
|
|
Note
1
|
Note
2
|
Note
3
|
Note
4
|
Note
5
|
Note
6
|
Note
7
|
Note
8
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Balance at 31 December 2021
(liability)
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
-
|
|
Balance at 31 December
2021(equity)
|
1,000
|
700
|
1,575
|
-
|
-
|
-
|
|
|
3,275
|
|
Issue of Note
|
-
|
-
|
-
|
1,443
|
827
|
-
|
|
|
2,270
|
|
Conversion of loan to equity
instrument
|
-
|
-
|
-
|
-68
|
-113
|
-
|
|
|
-
181
|
|
Finance Charge
|
-
|
-
|
-
|
23
|
1
|
-
|
|
|
24
|
|
Other movements
|
-
|
-
|
-
|
|
|
-
|
|
|
-
|
|
Balance at 31 December 2022
(liability)
|
-
|
-
|
-
|
1,398
|
715
|
-
|
|
|
2,113
|
|
Balance at 31 December 2022
(equity)
|
1,000
|
700
|
1,575
|
68
|
113
|
-
|
|
|
3,456
|
|
Issue of Note
|
|
|
|
|
|
1,000
|
515
|
1,289
|
2,804
|
|
Conversion of loan to equity
instrument
|
|
|
|
|
|
-216
|
-137
|
-229
|
-
582
|
|
Finance Charge
|
|
|
|
73
|
37
|
34
|
13
|
7
|
163
|
|
F/X gain/losses
|
|
|
|
-72
|
|
|
|
|
-
72
|
|
Balance at 31 December 2023
(liability)
|
-
|
-
|
-
|
1399
|
752
|
818
|
391
|
1067
|
4,427
|
|
Balance at 31 December 2023
(equity)
|
1,000
|
700
|
1,575
|
68
|
113
|
216
|
137
|
229
|
4,038
|
Note 1
On 29 January 2016, the Group issued
further £1 million of secured convertible notes. The notes were
unlisted, secured, transferable and convertible. Maturity date was
30 June 2019. The Secured Convertible Notes were secured by one
common unit of New York Wheel Investor LLC, representing a total
value US$1 million. Interest accrued at 8% per annum and was
payable quarterly. One eighth of the interest can be settled in
cash or shares at the Group's discretion. Seven eighths of the
interest is settled in new convertible notes with the same terms.
The notes are convertible in cash or shares at the option of the
holder and can be converted into Ordinary Shares at a fixed
conversion price of £0.80 per Ordinary Share. The Group can redeem
the notes at a 10% premium anytime. As per the nature of this
convertible instrument, £106k has been recognised as an equity
component in of convertible instruments in statement of changes of
equity, using a discount rate of 12%.
In August 2021, the loan notes, including all
accumulated but unpaid interest, were settled by new 10-year zero
coupon loan notes with a principal value of £1m which have been
reclassified as an equity instrument under IFRS.
Note 2
The last tranche of £400,000 of the
£1 million funding facility announced by the Group on 13 June 2017,
was drawn on 18 January 2018 and subsequently the Group issued
convertible note for £400,000. The notes were unlisted, unsecured,
transferable and convertible. Maturity date was 8 June 2019. No
conversions could happen in the first 120 days. The maximum amount
that could be converted in any 30day period was 20% of the
principal amount. The conversion price was the lowest volume
weighted average price over 10 days prior to the conversion.
Interest rate was 8% per annum and payable upon conversion at the
Group's option in cash or ordinary shares at the conversion price.
The Group could redeem in cash all or any part of the outstanding
convertible note with a 25% premium to the principal amount.
Despite reaching maturity this note was still outstanding and
continued to accrue interest in accordance with the interest terms
stated
In August 2020, the loan notes, including all
accumulated but unpaid interest, were settled by new 10- year zero
coupon loan notes with a principal value of £700,000 which have
been reclassified as an equity instrument under IFRS.
Note 3
On 11th October 2021, the Group created up to
£1,575,000 Series 4 unlisted, unsecured, zero-coupon, convertible
and transferable loan notes 2031.
Note 4
On 6th September 2022,
Company received funding of SEK 18,000k from Danir AB. The loan is
interest free and payable on 05 September 2025 but has an option to
convert.
Note 5
On 5th August 2022, Danir agreed to
lend CINH £750,000 at an interest rate of 5% per annum. The Loan
was to be convertible at a 25% discount to VWAP or £1.25 per share
which ever was the higher.
On 9th December 2022, CINH agreed
with Danir to restructure the facility. A loan of £750,000 was
advanced to CINH on that date with agreements and loan note
instruments being reduced to writing in January 2023. The original
agreement was cancelled and a new issue of £3,800,000 convertible
notes were issued to Danir convertible at £0.15 per share. A
further loan was advanced in the sum of £750,000 which will be
convertible at £1.25 per share. 2,000,000 warrants at £1.00
exercisable by 31 December 2023 and 3,000,000 warrants at £1.25
exercisable by 31 December 2023.
Note 6
On 26th April 2023, Danir lent CINH
the sum of £1,000,000 by the subscription for convertible loan
notes, £1,573,519 unlisted, unsecured 12% convertible loan
notes. The loan is interest free and payable on 26 September
2027.
Note 7
On 15th September 2023, Danir lent
CINH the further sum of £515,000 by the subscription for
convertible loan notes. The loan is with 8% interest per annum,
rolled up and paid on maturity and repayable on 31 December
2026.
Note 8
In November 2023, Danir lent sum of
£1,289,145, by subscription of zero-coupon redeemable Loan Notes.
The loan is interest free and payable on 31 December
2026.
Other loans
On October 21, 2018, Cindrigo Inc
borrowed US$295,600 from a group of arm's length parties. The
loans bear interest at 7% interest per annum. The loans are
convertible at the option of the lenders at any time between 6 to
30 months after the Company's listing of Cindrigo Inc on a Stock
Exchange at a conversion price that is at a 25% discount to the 30
day volume weighted average share price. If the loans are not
converted, the loans are due three years after the Cindrigo Inc's
listing. Cindrigo Inc has been dissolved however Cindrigo Holdings
Limited has indicated that subject to contract the original terms
of the loan notes will be honoured.
12.
FINANCE INCOME AND COSTS
|
|
As at 31
December
2023
£'000
|
As at 31
December
2022
£'000
|
|
Interest on convertible loan
notes
|
91
|
97
|
|
Interest on other loans
|
22
|
-
|
|
Total
|
113
|
97
|
13.
TRADE AND OTHER PAYABLES
|
|
As at 31
December
2023
£'000
|
As at 31
December
2022
£'000
|
|
|
|
|
|
Trade payables
|
457
|
57
|
|
Other payables
|
124
|
149
|
|
Accrued expenses
|
122
|
107
|
|
Total
|
703
|
313
|
14.
EMPLOYEE BENEFIT EXPENSE
|
|
As at 31
December
2023
£'000
|
As at 31
December
2023
£'000
|
|
|
|
|
|
Wages and salaries
|
-
|
-
|
|
Share options granted to directors,
employees and key advisers
|
-
|
-
|
|
Total
|
-
|
-
|
15.
DIRECTORS' EMOLUMENTS
The Directors were paid emoluments
of £83k as directors' fees during the period under review £126k in
2022). The directors billed an additional of £427k (2022: £327k) as
consultancy fees, booked under administrative expenses.
These details and the details for
the other Directors can be found within the Director's remuneration
report on page 21.
The Directors were the key
management personnel of the Group.
16.
TAXATION
Cindrigo Holdings Limited
is a Guernsey Corporation subject to a corporate
tax rate of nil, as of 31 December
2023.
None of the group's subsidiaries
incurred any tax liabilities during the year ended
31 December 2023.
There are no unrecognised tax
losses.
17.
EARNINGS PER SHARE
The calculation for earnings per
share (basic and diluted) for the relevant period is based on the
profit / loss after income tax attributable to equity holder for
the period ending 31 December 2023 and is as follows:
31 December
2023
|
Loss from continued operations
attributable to equity holders (£)
|
(3,075,000)
|
|
Weighted average number of shares of
£2.667609 each
|
142,041,530
|
|
|
|
|
Loss per share basic (£)
|
(0.022)
|
|
|
|
|
Weighted average number of shares
for dilutive calculation
|
142,041,530
|
|
|
|
|
Loss per share diluted
(£)
|
(0.022)
|
31 December
2022
|
Loss from continued operations
attributable to equity holders (£)
|
(2,467,000)
|
|
Weighted average number of shares of
£2.667609 each
|
142,202,476
|
|
|
|
|
Loss per share basic (£)
|
(0.017)
|
|
|
|
|
Weighted average number of shares
for dilutive calculation
|
142,202,476
|
|
|
|
|
Loss per share diluted
(£)
|
(0.017)
|
Basic earnings per share is
calculated by dividing the loss after tax attributable to the
equity holders of the Group by the weighted average number of
shares in issue during the year.
Diluted loss per share is
calculated by adjusting the weighted average number of ordinary
shares outstanding to assume conversion of all potential dilutive
ordinary shares namely the conversion of the convertible loan note
in issue. The effect of these potential dilutive shares would be
anti-dilutive and therefore are not included in the above
calculation of diluted earnings per share.
18.
RELATED PARTY TRANSACTIONS
During the period, consultancy fees
of £96k (31 December 2022: £106k) were payable to Fitzrovia
Advisory Ltd, a company in which M Patel, a director, has a
material interest. A balance of £15k (31 December 2022: £nil) was
outstanding at the period end. Transactions are completed on an
arm's length basis on normal commercial terms.
During the period, consultancy fees
of £120k (31 December 2022: £120k) were payable to IMM
International. At the period end, no balances were due to IMM
International (31 December 2022: £9k of amount payable).
IMM International and Cindrigo Holdings
Limited are connected by virtue of common key management personnel,
L Guldstrand transactions are completed on an arm's length basis on
normal commercial terms.
During the period, consultancy fees
of £170k (31 December 2022: £14K) were payable to Treasury Core
UAB. A balance of £7.5K (31 December 2022: £nil) was outstanding at
the period end. Treasury Core UAB and Cindrigo Holdings Limited are
connected by virtue of common key management personnel, J Oxley.
Transactions are completed on an arm's length basis on normal
commercial terms.
During the period, consultancy fees
of £41k (31 December 2022: £44k) were payable to Osmosis Limited.
At the period end, no balances were due to Osmosis Limited as
at 31 December 2023 (31 December 2022: £4K). Osmosis Limited and Cindrigo Holdings
Limited are connected by virtue of common key management personnel,
S Fawcett. Transactions are completed on an arm's length basis on
normal commercial terms. S Fawcet resigned as director in November
2023.
Outstanding balance of loans
received from Danir is £4,427K. Danir holds 29% of the company's
share capital. Loan received has option to convert to
equity.
At the balance sheet date, amounts
receivable of £4,431K from Cindrigo Limited and £105K from
Dravacel, all balances are fully recoverable.
19.
COMMITMENTS
The Group had not entered into any
material commitments as of 31 December
2023.
20.
SHARE BASED PAYMENTS
The Group does not operate share-
based payment plans as of 31 December 2023.
21.
SUBSEQUENT EVENTS
The Company received a further sum
of £2.7M from Danir, its largest shareholder, to fund initial costs
of the deep drilling in connection with the Project.
The Company entered into a £10
million convertible loan agreement with TriRi Asset Management
Limited, a reputable investment firm based in the USA and Canada.
The funds are to support the ongoing development of the Slatina 3
Project in Croatia.
None of these events impact the
financial statements for the year ended 31 December
2023.
22.
ULTIMATE CONTROLLING PARTY
As of 31 December 2023, no one
entity owns more than 50% of the issued share capital. Therefore,
the Group does not have an ultimate controlling party.
Parent Company
(Cindrigo Holdings Limited) Statement of Financial
Position
The parent company statement of
financial position as at 31 December
2023 is set out below:
|
|
|
As at 31 December
2023
|
As at 31 December
2022
|
|
|
Note
|
£'000
|
£'000
|
|
Assets
|
|
|
|
|
Current assets
|
|
|
|
|
Cash and cash equivalents
|
7
|
-
|
22
|
|
Trade and other
receivables
|
8
|
4,331
|
3,055
|
|
Investments
|
9
|
-
|
-
|
|
Total current assets
|
|
4,331
|
3,077
|
|
|
|
|
|
|
Total assets
|
|
4,331
|
3,077
|
|
Equity and liabilities
|
|
|
|
|
Capital and reserves
|
|
|
|
|
Share capital account
|
6
|
22,493
|
22,493
|
|
Equity component of convertible
instruments
|
|
4,038
|
3,456
|
|
Retained earnings
|
|
(26,908)
|
(25,163)
|
|
Total equity attributable to equity holders
|
|
(377)
|
786
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Borrowings
|
10
|
4,427
|
2,113
|
|
Trade and other payables
|
12
|
281
|
178
|
|
Total current liabilities
|
|
4,708
|
2,291
|
|
|
|
|
|
|
Total equity and liabilities
|
|
4,331
|
3,077
|
The notes on pages 57 to 72 form
part of these financial statements.
The Company has elected to take the
exemption under the Companies (Guernsey) Law 2008 not to present
the company's statement of comprehensive income. The Company's loss
for the year was £1,745K (2022: £548k).
The directors acknowledge their
responsibilities for complying with the requirements of the
Companies (Guernsey) Law 2008 with respect to account records and
the preparation of financial statements.
The financial statements were
approved by the Board of Directors and authorised for issue on 21
March 2024 and are signed on its behalf by:
Lars Guldstrand
Chief Executive Officer
Parent Company
(Cindrigo Holdings Limited) Statement of Changes in
Equity
The statement of changes in equity
is set out below:
|
|
Share
Capital
account
|
Equity component of
convertible instruments
|
Retained
earnings
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
As
at 1 January 2022
|
22,493
|
3,275
|
(10,578)
|
15,190
|
|
Profit for the year
|
|
|
|
|
|
Total comprehensive loss for the year
|
-
|
-
|
(14,585)
|
(14,585)
|
|
|
-
|
-
|
-
|
-
|
|
Transaction with owners
|
-
|
-
|
-
|
-
|
|
Issue of shares
|
-
|
-
|
-
|
-
|
|
Conversion of loan notes to equity
instruments
|
-
|
181
|
-
|
181
|
|
Other movements in equity
|
-
|
-
|
-
|
-
|
|
As
at 31 December 2022
|
22,493
|
3,456
|
(25,163)
|
786
|
Parent Company
(Cindrigo Holdings Limited) Statement of Changes in
Equity
|
|
Share
Capital
account
|
Equity component of
convertible instruments
|
Retained
earnings
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
As
at 1 January 2023
|
22,493
|
3,456
|
(25,163)
|
786
|
|
Profit for the year
|
|
|
|
|
|
Total comprehensive loss for the year
|
-
|
-
|
(1,745)
|
(1,745)
|
|
|
-
|
-
|
-
|
-
|
|
Transaction with owners
|
-
|
-
|
-
|
-
|
|
Issue of shares
|
-
|
-
|
-
|
-
|
|
Conversion of loan notes to equity
instruments
|
-
|
582
|
-
|
582
|
|
Other movements in equity
|
-
|
-
|
-
|
-
|
|
As
at 31 December 2023
|
22,493
|
4,038
|
(26,908)
|
(377)
|
Share capital comprises the Ordinary
Shares issued by the Company.
Retained earnings represent the
aggregate retained losses of the Company since
incorporation.
Equity component of convertible
instruments represents the equity element of instruments with a
convertible element.
Parent
Company (Cindrigo Holdings Limited) Statement of Cash
Flows
The cash flow statement is set out
below:
|
|
Year ended
31 December
2023
|
Year ended
31 December
2022
|
|
|
£'000
|
£'000
|
|
Cash flow from operating activities
|
|
|
|
Loss for the period before
taxation
|
(1,745)
|
(548)
|
|
Premium paid on convertible loan
note repayment
|
-
|
-
|
|
Interest
|
91
|
62
|
|
Operating cash flows before movements in working
capital
|
(1,654)
|
(486)
|
|
(Increase)/decrease in
receivables
|
(1,276)
|
(1,165)
|
|
Increase in accounts payable and
accrued liabilities
|
103
|
34
|
|
Net
cash used in operating activities
|
(2,827)
|
(1,617)
|
|
|
|
|
|
Amounts written of
investments
|
-
|
-
|
|
Payback from investments
|
-
|
-
|
|
Net
cash outflow from investing activities
|
-
|
-
|
|
|
|
|
|
New convertible
loans/repayments
|
2,314
|
1,431
|
|
Issue of convertible instruments net
of issue costs
|
582
|
181
|
|
Interest paid
|
(91)
|
-
|
|
Funding received from Cindrigo
Limited
|
-
|
-
|
|
Net
cash inflow from financing activities
|
2,805
|
1,612
|
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
(22)
|
(5)
|
|
|
|
|
|
Cash and cash equivalent at
beginning of period
|
22
|
27
|
|
Cash and cash equivalent at end of period
|
-
|
22
|
There were significant non-cash
transactions being the issue of share capital to settle convertible
debt and interest. These are detailed in Note 10.
Notes to the
parent company (Cindrigo Holdings Limited) financial
statements
1. General
information
The Company was incorporated under
section II of the Companies (Guernsey) Law 2008 on 24 November
2014, it is limited by shares and has registration number
59383.
The Company's registered office is
located at PO Box 186, Royal Chambers, St Julian's Avenue, St.
Peter Port, Guernsey GY1 4HP, Channel Islands.
2.
Significant
Accounting Policies
Basis of preparation
The financial statements of
Cindrigo Holdings Limited (formerly Challenger
Acquisitions Limited) for the year
ended 31 December 2023 have been prepared in accordance with International Financial
Reporting Standards as adopted by the EU (IFRS's as adopted by the
EU), issued by the International Accounting Standards Board (IASB),
including interpretations issued by the International Financial
Reporting Interpretations Committee (IFRIC) applicable to the
companies reporting under IFRS.
The preparation of financial
statements in conformity with IFRS 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 in note
3.
The financial information has been
presented in British Pound (£), being the functional currency of
the Company.
Going concern
The financial information has been
prepared on the assumption that the company will continue as a
going concern. Under the going concern assumption, an entity is
ordinarily viewed as continuing in business for the foreseeable
future with neither the intention nor the necessity of liquidation,
ceasing trading or seeking protection from creditors pursuant to
laws or regulations. In assessing whether the going concern
assumption is appropriate, the Directors take into account all
available information for the foreseeable future, in particular for
the twelve months from the date of approval of the financial
information.
In January 2024, the Company
received bridging finance of €3.3m from Danir AB, its major
shareholder, to secure the progress of the Project.
In February 2024, the Company signed
a convertible loan agreement in the sum of £10 million from TriRi
Asset Management, with agreed drawdown as soon as the Licence
Extension for the Project is granted.
The company has the option to reduce
costs, principally consulting fees payable to senior executives, to
preserve cash resources.
The directors have prepared cash
flow forecasts to March 2025 and consider that the company has
sufficient working capital to continue as a going concern during
the period.
The Directors' objectives when
managing capital are to safeguard the Group's ability to continue
as a going concern in order to provide returns for shareholders and
benefits for other stakeholders. At the date of this financial
information, the Group had been financed from equity and
convertible notes. In the future, the capital structure of the
Group is expected to consist of convertible notes and equity
attributable to equity holders of the Group, comprising issued
share capital and reserves.
New
standards, interpretations and amendments effective from 1 January
2023
There were no new standards or
interpretations effective for the first time for periods beginning
on or after 1 January 2023 that had a significant effect on the
Company's financial statements.
Standards and interpretations issued but not yet
applied
A number of new standards and
amendments to standards and interpretations have been issued but
are not yet effective.
The directors do not expect that any
of these standards and interpretations will have a material impact
on the financial statements of the Company.
Segment Reporting
For the purpose of IFRS 8, the Chief
Operating Decision Maker "CODM" takes the form of the board of
directors. The Directors are of the opinion that the business of
the Company comprised a single activity, being the identification
and acquisition of target companies or businesses in the energy
sector.
Foreign Currency Translation
Functional and presentation
currency
Items included in the financial
statements are measured using the currency of the primary economic
environment in which the entity operates ('the functional
currency'). The financial statements are presented in British
Pounds (GBP), which is Cindrigo Holdings functional and
presentation currency.
Transactions and balances
Foreign currency transactions are
translated into the functional currency using the exchange rates at
the dates of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated in
foreign currencies at year end exchange rates are generally
recognised in profit or loss. Foreign exchange gains and
losses are presented in the statement of
profit or loss, within finance income or finance costs.
Non-monetary items that are measured
at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was determined.
Translation differences on assets and liabilities carried at fair
value are reported as part of the fair value gain or loss. For
example, translation differences on non-monetary assets and
liabilities such as equities held at fair value through profit or
loss are recognised in profit or loss as part of the fair value
gain or loss and translation differences on non-monetary assets
such as equities classified as available-for-sale financial assets
are recognised in other comprehensive income.
Fair value of assets
Assets are tested for fair value
whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. A reduction in fair value
is recognised for the amount by which the asset's carrying amount
exceeds its recoverable amount. The recoverable amount is the
higher of an asset's fair value less costs of disposal and value in
use. For the purposes of assessing fair value, assets are grouped
at the lowest levels for which there are separately identifiable
cash inflows which are largely independent of the cash inflows from
other assets or groups of assets (cash-generating units).
Non-financial assets other than goodwill that suffered a
significant reduction in fair value are reviewed for possible
reversal of the significant reduction in fair value at the end of
each reporting period.
Cash and cash equivalents
For the purpose of presentation in
the statement of cash flows, cash and cash equivalents includes
cash on hand, deposits held at call with financial institutions,
other short-term, highly liquid investments with original
maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant
risk of changes in value, and bank overdrafts. Bank overdrafts are
shown within borrowings in current liabilities in the balance
sheet.
Investments and other financial assets
Recognition and
derecognition
Regular way purchases and sales of
financial assets are recognised on trade-date, the date on which
the Company commits to purchase or sell the asset. Financial assets
are derecognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the
Company has transferred substantially all the risks and rewards of
ownership.
Measurement
At initial recognition, the Company
measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss,
transaction costs that are directly attributable to the acquisition
of the financial asset. Transaction costs of financial assets
carried at fair value through profit or loss are expensed in profit
or loss.
The Company's investments in
corporate debt securities which are held within a business model
whose objective is achieved both by collecting contractual cash
flows and by selling securities are classified as held at fair
value through profit or loss (FVTPL).
Investments in equity securities
have been classified as measured at FVTPL.
Interest income from financial
assets at fair value through profit or loss is included in the net
gains/(losses). Interest on financial assets held at amortised
cost, calculated using the effective interest method is recognised
in the statement of profit or loss as part of revenue from
continuing operations.
Impairment of financial
assets
Financial assets are assessed for
indicators of decline in fair value at the end of the reporting
period. The Company recognises an allowance for expected credit
losses (ECLs) for all debt instruments not held at fair value
through profit or loss. ECLs are based on the difference between
the contractual cash flows due in accordance with the contract and
all the cash flows that the Company expects to receive, discounted
at an approximation of the original effective interest
rate.
For credit exposures for which there
has not been a significant increase in credit risk since initial
recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (a
12-month ECL). For those credit exposures for which there has been
a significant increase in credit risk since initial recognition, a
loss allowance is required for credit losses expected over the
remaining life of the exposure, irrespective of the timing of the
default (a lifetime ECL).
If, in a subsequent period, the
amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was
recognised (such as an improvement in the debtor's credit rating),
the reversal of the previously recognised impairment loss is
recognised in profit or loss.
Income recognition
Interest income
Interest income is recognised using
the effective interest method. When a receivable is impaired, the
Company reduces the carrying amount to its recoverable amount,
being the estimated future cash flow discounted at the original
effective interest rate of the instrument and continues unwinding
the discount as interest income.
Trade and other payables
These amounts represent liabilities
for goods and services provided to the Company prior to the end of
financial year which are unpaid. The amounts are unsecured and are
usually paid within 30 days of recognition. Trade and other
payables are presented as current liabilities unless payment is not
due within 12 months after the reporting period. They are
recognised initially at their fair value and subsequently measured
at amortised cost using the effective interest method.
Borrowings
Borrowings are initially recognised
at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the
proceeds (net of transaction costs) and the redemption amount is
recognised in profit or loss over the period of the borrowings
using the effective interest method. Fees paid on the establishment
of loan facilities are recognised as transaction costs of the loan
to the extent that it is probable that some or all of the facility
will be drawn down. In this case, the fee is deferred until the
draw down occurs. To the extent there is no evidence that it is
probable that some or all of the facility will be drawn down, the
fee is capitalised as a prepayment for liquidity services and
amortised over the period of the facility to which it
relates.
The fair value of the liability
portion of a convertible bond is determined using a market interest
rate for an equivalent non-convertible bond. This amount is
recorded as a liability on an amortised cost basis until
extinguished on conversion or maturity of the bonds. The remainder
of the proceeds is allocated to the conversion option. This is
recognised and included in shareholders' equity, net of income tax
effects.
Employee benefits
Short term obligations
Liabilities for wages and salaries,
including non-monetary benefits and accumulating sick leave that
are expected to be settled wholly within 12 months after the end of
the period in which the employees render the related service are
recognised in respect of employees' services up to the end of the
reporting period and are measured at the amounts expected to be
paid when the liabilities are settled. The liabilities are
presented as current employee benefit obligations in the balance
sheet.
The obligations are presented as
current liabilities in the balance sheet if the entity does not
have an unconditional right to defer settlement for at least twelve
months after the reporting period, regardless of when the actual
settlement is expected to occur.
Related Parties
For the purposes of these financial
statements, a party is considered to be related to the Company
if:
(i) the party has the ability,
directly or indirectly, through one or more intermediaries, to
control the Company or exercise significant influence over the
Company in making financial and operating policy decisions or has
joint control over the Company;
(ii) the Company and the party are
subject to common control;
(iii) the
party is an associate of the Company or a joint venture in which
the Company is a venturer;
(iv) the party is a member of key
management personnel of the Company or the Company's parent, or a
close family member of such an individual, or is an entity under
the control, joint control or significant influence of such
individuals;
(v) the party is a close family
member of a party referred to in (i) or is an entity under the
control, joint control or significant influence of such
individuals;
(vi) the party, or any member of a
group of which it is part, provides key management personnel
services to the company or its parent.
Contributed equity
Ordinary shares are classified as
equity.
Incremental costs directly
attributable to the issue of new shares or options are shown in
equity under share capital as a deduction, net of tax, from the
proceeds.
Earnings per share
Basic earnings per share is
calculated by dividing:
·
the profit attributable to owners of the Company,
excluding any costs of servicing equity other than ordinary
shares
·
by the weighted average number of ordinary shares
outstanding during the financial year.
Diluted earnings per share adjusts
the figures used in the determination of basic earnings per share
to take into account:
·
the after income tax
effect of interest and other financing costs associated with
dilutive potential ordinary shares, and
·
the weighted average
number of additional ordinary shares that would have been
outstanding assuming the conversion of all dilutive potential
ordinary shares.
3.
Critical estimates, judgements and errors
The preparation of financial
statements requires the use of accounting estimates which, by
definition, will seldom equal the actual results. Management also
needs to exercise judgement in applying the Company's accounting
policies.
This note provides an overview of
the areas that involved a higher degree of judgement or complexity,
and of items which are more likely to be materially adjusted due to
estimates and assumptions turning out to be wrong. Detailed
information about each of these estimates and judgements is
included together with information about the basis of calculation
for each affected line item in the financial statements.
In addition, this note also explains where there
have been actual adjustments this year as a result of an error and
of changes to previous estimates.
Significant estimates and judgements
The areas involving significant
estimates or judgements are:
·
Going concern
See accounting policies (note 2)
for details of the assessment made.
Estimates and judgements are
continually evaluated. They are based on historical experience and
other factors, including expectations of future events that may
have a financial impact on the entity and that are believed to be
reasonable under the circumstances.
4.
FINANCIAL RISK
MANAGEMENT
This note explains the Company's
exposure to financial risks and how these risks could affect the
Company's future financial performance. Current year profit and
loss information has been included where relevant to add further
context.
|
Risk
|
Exposure arising from
|
Measurement
|
Management
|
|
Market risk - foreign
exchange
|
Future commercial cash flows not
denominated in GBP
Recognised financial assets and
liabilities not denominated in GBP
|
Cash flow forecasting
Sensitivity analysis
|
No hedging
No hedging
|
|
Credit risk
|
Cash and cash equivalents, trade
receivables, other receivables
|
Aging analysis
Credit ratings
|
Diversification of bank
deposits.
Follow-ups to loan
investment
|
|
Liquidity risk
|
Borrowings and other
liabilities
|
Rolling cash flow
forecasts
|
Availability of committed credit
lines and borrowing facilities
|
Foreign exchange risk
The Company is especially focused on
the currency pairs USD/GBP. The Company's only active investment is
denominated in GBP.
The Company's exposure to foreign
currency risk at the end of the reporting period, expressed in
£'000 was as follows:
|
Currency
|
Assets in CCY
|
Assets in GBP
|
10% change
|
Liabilities in CCY
|
Liabilities in GBP
|
10% change
|
|
USD
|
-
|
-
|
-
|
-
|
-
|
-
|
|
EUR
|
1k
|
1k
|
(0.1k)
|
-
|
-
|
-
|
|
CHF
|
-
|
-
|
-
|
-
|
-
|
-
|
|
SEK
|
-
|
-
|
-
|
18,000k
|
1,372k
|
137k
|
The Company's exposure to foreign
currency risk at the end of the prior period, expressed in £'000
was as follows:
|
Currency
|
Assets in CCY
|
Assets in GBP
|
10% change
|
Liabilities in CCY
|
Liabilities in GBP
|
10% change
|
|
USD
|
-
|
-
|
-
|
-
|
-
|
-
|
|
EUR
|
1k
|
1k
|
(0.1k)
|
-
|
-
|
-
|
|
CHF
|
-
|
-
|
-
|
-
|
-
|
-
|
|
SEK
|
-
|
-
|
-
|
18,000k
|
1,429k
|
143k
|
During the year, £1k
foreign-exchange related losses were recognised in profit or
loss.
As described above the Company is
primarily exposed to changes in the USD/GBP exchange rate. The
sensitivity of profit or loss to changes in the exchange rates as
summarized in the above table arises mainly from the Company's USD
denominated asset.
Interest rate risk
The Company's fixed rate borrowings
are carried at amortised cost. They are therefore not subject to
interest rate risk as defined in IFRS 7, since neither the carrying
amount nor the future cash flows will fluctuate because of a change
in market interest rates.
Credit risk
Credit risk arises from cash and
cash equivalents and deposits with banks and financial
institutions, as well as credit exposures to customers, including
outstanding receivables. To limit the risk the Company's main cash
resources are held with banks with a minimum external rating of
A.
Liquidity Risk
The Company currently holds cash
balances to provide funding for normal trading activity. Trade and
other payables are monitored as part of normal management
routine.
As at 31
December 2023 all financial assets were
classified at fair value. A maturity analysis of the Company's
financial assets (excluding intercompany balances) is as
follows:
|
|
As at
31 December
2023
£'000
|
As at
31 December
2022
£'000
|
|
|
|
|
0 to 3 months
|
95
|
340
|
|
3 to 6 months
|
-
|
-
|
|
6 months +
|
-
|
-
|
|
Total
|
95
|
340
|
As at 31
December 2023 all financial liabilities
were classified at amortised cost. A maturity analysis of the
Company's financial liabilities based on contractual undiscounted
payments is as follows:
|
|
As at
31 December
2023
£'000
|
As at
31 December
2022
£'000
|
|
|
|
|
0 to 3 months
|
281
|
178
|
|
3 to 6 months
|
-
|
-
|
|
6 months +
|
4,427
|
2,113
|
|
Total
|
4,708
|
2,291
|
5.
Business Segments
For the purpose of IFRS 8, the
Chief Operating Decision Maker "CODM" takes the form of the board
of Directors. The Directors are of the opinion that the business of
the Company comprised a single activity, being the identification
and acquisition of target companies or businesses in the energy
sector.
6.
SHARE CAPITAL
|
Issued and fully paid
|
Number of
shares
|
Share capital
account
|
|
|
|
£'000
|
|
|
|
|
|
At 31 December 2022
|
142,041,530
|
22,485
|
|
|
|
|
|
Issue of shares
|
-
|
-
|
|
|
|
|
|
At 31 December 2023
|
142,041,530
|
22,485
|
7.
CASH AND CASH EQUIVALENTS
|
|
As at
31 December
2023
£'000
|
As at
31 December
2022
£'000
|
|
|
|
|
|
Cash at bank and in hand
|
-
|
22
|
|
Total
|
-
|
22
|
8.
TRADE AND OTHER RECEIVABLES
|
|
As at
31 December
2023
£'000
|
As at
31 December
2022
£'000
|
|
|
|
|
|
Prepayments and accrued
income
|
73
|
1
|
|
Other receivables
|
22
|
339
|
|
Amounts due from related
companies
|
4,236
|
2,715
|
|
Loan note consideration
due
|
-
|
-
|
|
Total
|
4,331
|
3,055
|
The balance due from related
companies represents receivable loan payments paid into the bank
account of Cindrigo Limited less expenses paid by Cindrigo Limited
on behalf of Cindrigo Holdings Limited.
9.
INVESTMENTS
In July 2021 the Company acquired the Cindrigo
Group. In accordance with IFRS this is recognised as an investment
within the accounts of Cindrigo Holdings Limited.
10.
BORROWINGS
|
|
As at
31 December
2023
£'000
|
As at
31 December
2022
£'000
|
|
Current
|
|
|
|
Convertible notes
|
4,427
|
2,065
|
|
Deferred cash
consideration
|
-
|
48
|
|
Total
|
4,427
|
2,113
|
|
|
Note
1
|
Note
2
|
Note
3
|
Note
4
|
Note
5
|
Note
6
|
Note
7
|
Note
8
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Balance at 31 December 2021
(liability)
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
|
Balance at 31 December
2021(equity)
|
1,000
|
700
|
1,575
|
-
|
-
|
-
|
|
-
|
3,275
|
|
Issue of Note
|
-
|
-
|
-
|
1,443
|
827
|
-
|
|
-
|
2,270
|
|
Conversion of loan to equity
instrument
|
-
|
-
|
-
|
-68
|
-113
|
-
|
-
|
-
|
-
181
|
|
Finance Charge
|
-
|
-
|
-
|
23
|
1
|
-
|
-
|
-
|
24
|
|
Other movements
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Balance at 31 December 2022
(liability)
|
-
|
-
|
-
|
1,398
|
715
|
-
|
-
|
-
|
2,113
|
|
Balance at 31 December 2022
(equity)
|
1,000
|
700
|
1,575
|
68
|
113
|
-
|
-
|
-
|
3,456
|
|
Issue of Note
|
-
|
-
|
-
|
-
|
-
|
1,000
|
515
|
1,289
|
2,804
|
|
Conversion of loan to equity
instrument
|
-
|
-
|
-
|
-
|
-
|
-216
|
-137
|
-229
|
-
582
|
|
Finance Charge
|
-
|
-
|
-
|
73
|
37
|
34
|
13
|
7
|
163
|
|
F/X gain/losses
|
-
|
-
|
-
|
-72
|
-
|
-
|
-
|
-
|
-
72
|
|
Balance at 31 December 2023
(liability)
|
-
|
-
|
-
|
1399
|
752
|
818
|
391
|
1067
|
4,427
|
|
Balance at 31 December 2023
(equity)
|
1,000
|
700
|
1,575
|
68
|
113
|
216
|
137
|
229
|
4,038
|
Note 1
On 29 January 2016, the Group issued
further £1 million of secured convertible notes. The notes were
unlisted, secured, transferable and convertible. Maturity date was
30 June 2019. The Secured Convertible Notes were secured by one
common unit of New York Wheel Investor LLC, representing a total
value US$1 million. Interest accrued at 8% per annum and was
payable quarterly. One eighth of the interest can be settled in
cash or shares at the Group's discretion. Seven eighths of the
interest is settled in new convertible notes with the same terms.
The notes are convertible in cash or shares at the option of the
holder and can be converted into Ordinary Shares at a fixed
conversion price of £0.80 per Ordinary Share. The Group can redeem
the notes at a 10% premium anytime. As per the nature of this
convertible instrument, £106k has been recognised as an equity
component in of convertible instruments in statement of changes of
equity, using a discount rate of 12%.
In August 2021, the loan notes, including all
accumulated but unpaid interest, were settled by new 10-year zero
coupon loan notes with a principal value of £1m which have been
reclassified as an equity instrument under IFRS.
Note 2
The last tranche of £400,000 of the
£1 million funding facility announced by the Group on 13 June 2017,
was drawn on 18 January 2018 and subsequently the Group issued
convertible note for £400,000. The notes were unlisted, unsecured,
transferable and convertible. Maturity date was 8 June 2019. No
conversions could happen in the first 120 days. The maximum amount
that could be converted in any 30day period was 20% of the
principal amount. The conversion price was the lowest volume
weighted average price over 10 days prior to the conversion.
Interest rate was 8% per annum and payable upon conversion at the
Group's option in cash or ordinary shares at the conversion price.
The Group could redeem in cash all or any part of the outstanding
convertible note with a 25% premium to the principal amount.
Despite reaching maturity this note was still outstanding and
continued to accrue interest in accordance with the interest terms
stated
In August 2020, the loan notes, including all
accumulated but unpaid interest, were settled by new 10- year zero
coupon loan notes with a principal value of £700,000 which have
been reclassified as an equity instrument under IFRS.
Note 3
On 11th October 2021, the Group created up to
£1,575,000 Series 4 unlisted, unsecured, zero-coupon, convertible
and transferable loan notes 2031.
Note 4
On 6th September 2022,
Company received funding of SEK 18,000k from Danir AB. The loan is
interest free and payable on 05 September 2025 but has an option to
convert.
Note 5
On 5th August 2022, Danir agreed to
lend CINH £750,000 at an interest rate of 5% per annum. The Loan
was to be convertible at a 25% discount to VWAP or £1.25 per share
which ever was the higher.
On 9th December 2022, CINH agreed
with Danir to restructure the facility. A loan of £750,000 was
advanced to CINH on that date with agreements and loan note
instruments being reduced to writing in January 2023. The original
agreement was cancelled and a new issue of £3,800,000 convertible
notes were issued to Danir convertible at £0.15 per share. A
further loan was advanced in the sum of £750,000 which will be
convertible at £1.25 per share. 2,000,000 warrants at £1.00
exercisable by 31 December 2023 and 3,000,000 warrants at £1.25
exercisable by 31 December 2023.
Note 6
On 26th April 2023, Danir lent CINH
the sum of £1,000,000 by the subscription for convertible loan
notes, £1,573,519 unlisted, unsecured 12% convertible loan
notes. The loan is interest free and payable on 26 September
2027.
Note 7
On 15th September 2023, Danir lent
CINH the further sum of £515,000 by the subscription for
convertible loan notes. The loan is with 8% interest per annum,
rolled up and paid on maturity and repayable on 31 December
2026.
Note 8
In November 2023, Danir lent sum of
£1,289,145, by subscription of zero-coupon redeemable loan notes.
The loan is interest free and payable on 31 December
2026.
11.
FINANCE INCOME AND COSTS
|
|
As at
31 December
2023
£'000
|
As at
31 December
2022
£'000
|
|
|
|
|
|
Interest on convertible loan
notes
|
91
|
62
|
|
Total
|
91
|
62
|
12.
TRADE AND OTHER PAYABLES
|
|
As at
31 December
2023
£'000
|
As at
31 December
2022
£'000
|
|
|
|
|
|
Trade payables
|
83
|
37
|
|
Other payables
|
100
|
99
|
|
Accrued expenses
|
98
|
42
|
|
Total
|
281
|
178
|
13.
EMPLOYEE BENEFIT EXPENSE
|
|
As at
31 December
2023
£'000
|
As at
31 December
2022
£'000
|
|
|
|
|
|
Wages and salaries
|
-
|
-
|
|
Share options granted to directors,
employees and key advisers
|
-
-
|
-
|
|
Total
|
-
|
-
|
14.
DIRECTORS' EMOLUMENTS
All current year directors' fees
were paid for by the Company's 100% subsidiary Cindrigo Limited and
recharged to the Company.
These details and the details for
the other Directors can be found within the Director's remuneration
report on page 23.
The Directors were the key
management personnel of the Company.
15.
TAXATION
Cindrigo Holdings Limited (formerly
Challenger Acquisitions Limited) is a
Guernsey Corporation subject to a corporate tax rate of nil, as
of 31 December 2023. There are no unrecognised tax losses.
16.
EARNINGS PER SHARE
The calculation for earnings per
share (basic and diluted) for the relevant period is based on the
profit / loss after income tax attributable to equity holder for
the period ending 31 December 2022 and is as follows:
31 December
2023
|
Loss from continued operations
attributable to equity holders (£)
|
(1,745,000)
|
|
Weighted average number of shares of
£2.667609 each
|
142,041,530
|
|
|
|
|
Loss per share basic (£)
|
(0.0123)
|
|
|
|
|
Weighted average number of shares
for dilutive calculation
|
142,041,530
|
|
|
|
|
Loss per share diluted
(£)
|
(0.0123)
|
31 December
2022
|
Loss from continued operations
attributable to equity holders (£)
|
(548,000)
|
|
Weighted average number of shares of
£2.667609 each
|
142,202,476
|
|
|
|
|
Loss per share basic (£)
|
(0.0038)
|
|
|
|
|
Weighted average number of shares
for dilutive calculation
|
142,202,476
|
|
|
|
|
Loss per share diluted
(£)
|
(0.0038)
|
Basic earnings per share is
calculated by dividing the loss after tax attributable to the
equity holders of the Company by the weighted average number of
shares in issue during the year.
Diluted loss per share is
calculated by adjusting the weighted average number of ordinary
shares outstanding to assume conversion of all potential dilutive
ordinary shares namely the conversion of the convertible loan note
in issue. The effect of these potential dilutive shares would be
anti-dilutive and therefore are not included in the above
calculation of diluted earnings per share.
17.
RELATED PARTY TRANSACTIONS
There were no related party
transactions except for the transactions disclosed in Note 14 to
the accounts.
18.
COMMITMENTS
The Company had not entered into
any material commitments as of 31 December 2023.
19.
SHARE BASED PAYMENTS
The Group does not operate
share-based payment plans as of 31 December 2023.
20.
SUBSEQUENT EVENTS
The Company received a further sum
of £2.7M from Danir, its largest shareholder, to fund initial costs
of the deep drilling.
The Company entered into a £10
million convertible loan agreement with TriRi Asset Management
Limited, a reputable investment firm based in the USA and Canada.
The funds are to support the ongoing development of the Slatina 3
Project in Croatia.
None of these events impact the
financial statements for the year ended 31 December
2023.
21.
ULTIMATE CONTROLLING PARTY
As of 31
December 2023, no one entity owned more
than 50% of the issued share capital. Therefore, the Company does
not have an ultimate controlling party.