26 June 2024
Oracle Power
PLC
("Oracle" or the
"Company")
Final
Results
Oracle Power PLC (AIM:ORCP), an
international project developer, is pleased to announce its Final
Results for the year ended 31 December 2023.
Oracle's Annual Report for the year
ended 31 December 2023 is available on its website at
https://oraclepower.co.uk/investors/financial-reports/
and will be posted to shareholders
shortly.
For
further information visit www.oraclepower.co.uk
or
contact:
Oracle Power PLC
Naheed Memon - CEO
|
+44 (0)
203 580 4314
|
Strand Hanson Limited (Nominated Adviser & Joint
Broker)
Rory Murphy, Matthew Chandler, Rob
Patrick
|
+44 (0) 20
7409 3494
|
Global Investment Strategy UK Limited (Joint
Broker)
Samantha Esqulant
|
+44
(0) 20 7048 9432
|
St
Brides Partners Limited (Financial PR)
Susie Geliher, Isabel de
Salis
|
oracle@stbridespartners.co.uk
|
CHAIRMAN'S STATEMENT
I am pleased to present the annual
report and financial statements for Oracle Power PLC ("Oracle" or
the "Company") for the year ended 31 December 2023.
The coal and power generation project in Thar,
Pakistan
The development of the proposed mine
and power project at Block VI in the Thar desert has continued to
progress, albeit slowly, as it is a CPEC project and hence is
impacted by Chinese government policy. The Government of Pakistan
has already established demand for 1,320 MW of Thar coal-based
power in 2027, thereby facilitating the potential development of
this project. We have a number of non-binding offtake memorandums
of understanding in place for the planned coal generated power and
another agreement with PowerChina to develop, in parallel, a
proposed 1 GW solar farm also at Thar.
The Green Hydrogen project in Thatta,
Pakistan
During the year under review, most
of our attention was focused on our Green Hydrogen project, which
comprises the planned construction of a 400MW plant producing
55,000 tonnes of green hydrogen per annum backed by 1,300MW of
hybrid solar/wind, green hydrogen power plants.
This project is being developed
through Oracle Energy Limited ("Oracle Energy"), a private company
owned 70% by His Highness Sheikh Ahmed Dalmook Al Maktoum through
his wholly owned company Kaheel Energy FZE ("Kaheel Energy"), and
30% by Oracle. Oracle is primarily responsible for managing the
project whilst Kaheel Energy will seek to leverage its strategic
position and influence to enhance market access and secure
potential financing. In terms of a summary of project milestones we
have achieved to date:
· 30-year lease on 7,000 acres required for the renewable energy
- wind and solar operations;
· Letter
of Intent ("LOI") in place for the establishment of the renewable
energy "farm" and have a US$600,000 performance guarantee bond in
place;
· LOI
from TUV SUD for the certification of the hydrogen
output;
· Thyssenkrupp Uhde has completed the requisite Green Hydrogen
and Green Ammonia feasibility study;
· Fugro
Pakistan has completed the topography survey study;
· State
Grid of China has completed the Renewable Power feasibility study;
and
· SGS
has completed the ESIA study post the period end.
The Western Australian exploration projects
Our gold prospect in Western
Australia, the Northern Zone, is progressing well as part of our
farm-in arrangement with Riversgold Ltd ("Riversgold"). Once the
final stage of the drill programme and testing by Riversgold has
been completed, we will be able to retain a minority interest in
the project for the potential next phase of its development.
In addition, post the year end, the Company acquired a
copper/silver exploration project for all share consideration in
the same region of Australia.
A more comprehensive overview of our
Operational highlights for 2023 is set out in the Chief Executive's
Report.
We are most grateful to the
Pakistani authorities for their continued support and to the WA
mining authorities for facilitating exploration and development
activities in their region.
Above all, I wish to take this
opportunity to thank our shareholders for their continued
confidence, patience and support, enabling us to make steady
progress on our project portfolio in a challenging macroeconomic
environment.
Mark Steed
Chairman
CHIEF EXECUTIVE'S REPORT
I am pleased to present details of
the Company's activities and progress for its financial year ended
31 December
2023.
2023 has been a year of notable
progress for the Company in both Pakistan and Australia. During the
year, we successfully completed a number of key assessments for the
proposed development of the Company's significant Green Hydrogen
project (the "GH Project") in Pakistan. We also forged important
relationships in Western Australia for the further exploration of
our tenements situated there and entered into strategic
understandings for the development of both our Renewable Power
Project and GH Project in Pakistan. I am pleased to report that we
have made encouraging progress across our project portfolio and set
out an overview below.
In Pakistan, we maintained an active
dialogue with the Power Division, Ministry of Energy, in connection
with the proposed development of the Company's planned 1,320MW,
coal to power project under the China Pakistan Economic Corridor
("CPEC"). In September 2023, the Government of Pakistan
published its annual Indicative Generation Capacity Expansion Plan
(the "IGCEP"), a demand supply policy guidance chart for Pakistan
and the demand for 1,320MW of local Thar coal fired power was
forecast to be required in 2027. Such confirmation of demand should
facilitate advancement of the project, subject to securing
appropriate financing and offtake arrangements in due course. In Q2
2023, subsequent to the publication of the IGCEP, we initiated
dialogue with potential offtakers other than the Government of
Pakistan. We signed an important Memorandum of Understanding
("MOU") for the off-take and planned development of our 1,320MW
Thar coal-fired power plant in the Sindh Province, Pakistan, with a
consortium of parties including the Energy Department, Government
of Sindh, K-Electric Limited ("KE"), the largest privately owned
vertically integrated power utility in Pakistan, and PowerChina
International Group Limited. Since the 1,320MW project falls within
CPEC, we await the go ahead from the Chinese Government's financing
department, and our strategic partner, Power China, which maintains
a regular dialogue with the relevant authorities.
Furthermore, based on the
introduction of the CTBCM (Competitive Trading Bilateral Contracts
Market), all offtakers can bid to fulfil demand recorded in the
IGCEP, if financing is available. KE, as a potential offtaker,
could secure the entire 1,320MW output and issue Oracle with a
direct power purchase agreement (PPA), with equity contributions
potentially being made by any of the parties to the MOU.
In addition, the parties have agreed
to assess the viability of developing the power project at Thar
Coal Block VI or relocating it to KE's land at Port Qasim, Karachi.
The power project is likely to require 7.6 million tonnes of Thar
coal annually, which could be sourced from existing mines at Thar
Block I and II or a new mine could be developed, if commercially
viable.
In Western Australia, Oracle has
continued to conduct further exploration work on its Northern Zone
("NZ") project, 25km from Kalgoorlie, following the promising
results from the maiden drill programme in 2022 targeting felsic
intrusives porphyry. The results established a low grade but
potentially large mineralisation across the tenement. The Company
carried out further metallurgical tests to confirm gold recovery
rates, the results of which, released in June 2022, showed an
excellent recovery rate of up to 94.7%.
In Q2 2023, the Company signed a
farm-in agreement with ASX-listed Riversgold Ltd ("Riversgold"),
marking a significant step in the further progression of our NZ
project and serving to endorse our partnering strategy as project
developers. Pursuant to this agreement, Riversgold has the right to
earn up to an 80% beneficial interest in the NZ project by paying
an upfront cash consideration of A$50,000 (received) and committing
to spend no less than A$600,000 on exploration over the next two
years (which is ongoing).
Subsequently, the Company completed
diamond drilling on the entire gold-mineralised central
cross-section to a vertical depth of 450 metres, validating the
previous exploration model. This drill programme confirmed a
previously announced exploration target of 2.5Moz - 4.8Moz of gold.
In addition, the work programme demonstrated a high gold recovery
rate of 92.9% on average after a 24-hour bottle roll cyanide
extraction. A reverse circulation and air core drilling campaign is
currently ongoing to further prove up the resource potential of the
asset and move towards establishing a maiden JORC Mineral Resource
Estimate in 2024. Our partnership aims to advance the development
of the NZ project at minimal cost to the Company, leveraging the
expertise and resources of Riversgold to develop a potential future
economically viable gold mine.
In 2023, the Company also
accelerated the development of its Green Hydrogen project (the "GH
Project") in the wind corridor in the Thatta district of Pakistan.
This project was launched in Q4 2022, and the Company has achieved
a number of significant milestones in 2023. In Q2 2023, the Company
signed a non-binding Investment MOU with the State Grid Corporation
of China to potentially develop and finance the proposed hybrid
renewable power and GH Project. In June 2023, Oracle Energy signed
a non-binding MOU with PetroChina International (Middle East)
Company Limited ("PCME") for co-operation and the joint development
of commercial avenues for the project. In particular, PCME has
agreed to arrange the potential offtake of the output and carbon
credits stemming from the project.
In July 2023, Oracle Energy
completed the topography survey for the project's site,
commissioned from Fugro Pakistan, part of a world-renowned global
consultancy group. In Q3 2023, the Company also completed its
technical and commercial feasibility study for the project,
undertaken by Thyssenkrupp Uhde. The findings provided a very
positive outlook, comparable to industry expectations observed in
other global green hydrogen projects and have potentially derisked
the project from both a technical and commercial
perspective.
In Q2 2023, Oracle Energy also
commissioned a technical and commercial feasibility study for the
hybrid renewable power plant for the project, undertaken by leading
international construction and engineering company, China Electric
Power Equipment and Technology, a wholly owned subsidiary of the
State Grid Corporation of China. Upon completion, this study is
expected to affirm the commercial viability of the planned hybrid
renewable facility. The study will analyse the project's resources,
design the hybrid system, evaluate grid integration, ensure
competitive energy prices and potentially attractive returns for
investors, whilst providing a detailed integration roadmap into
Pakistan's power grid.
Post the reporting period end, the
Company commissioned an ESIA Study by SGS, a global integrated
service provider and a geotechnical study and electrical
resistivity survey by F&M, a leading engineering and testing
service provider. These further studies will seek to optimise site
planning and design, setting the stage for the FEED
phase.
The Company's strategy is to
progress and develop its various projects, thereby diversifying
risk, and with a view to timely divestment when appropriate in
order to maximising returns and shareholder value. In summary, the
Company has progressed and continues to implement such strategy by
identifying and forging relationships with partners, in order to
provide potential financing and resources and expertise for the
advancement of its projects and enhance the attractiveness of its
portfolio.
I remain grateful to all the
relevant authorities in Pakistan and Western Australia for their
ongoing support for our various initiatives, as well as the
dedication and hard work of our teams in the UK, Pakistan and
Australia. I am also cognisant and most appreciative of the
continued confidence, patience and support of our shareholders, to
enable us to deliver on our plans. The Company remains committed to
increasing shareholder value and to growing into an enterprise of
greater size and scale over the longer term.
Ms
Naheed Memon
Chief Executive Officer
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR
THE YEAR ENDED 31 DECEMBER 2023
|
Note
|
2023
£
|
2022
£
|
CONTINUING OPERATIONS
|
|
|
|
|
|
|
|
Administrative expenses
|
|
(848,058)
|
(1,311,012)
|
LOSS FROM OPERATIONS
|
|
(848,058)
|
(1,311,012)
|
|
|
|
|
Finance income
|
|
36,688
|
14,592
|
Other income
|
|
26,697
|
-
|
Amounts written off and p/l on
disposals
|
|
-
|
6,762
|
|
|
|
|
Associate (loss)
|
|
(5,122)
|
-
|
LOSS BEFORE TAX
|
|
(789,795)
|
(1,289,658)
|
|
|
|
|
LOSS FOR THE YEAR
|
|
(789,795)
|
(1,289,658)
|
|
|
|
|
Earnings per share attributable to
the ordinary equity holders of the parent
|
|
2023
Pence
|
2022
Pence
|
PROFIT OR LOSS
|
|
|
|
Basic
|
9
|
(0.02)
|
(0.04)
|
Diluted
|
9
|
(0.02)
|
(0.04)
|
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE
INCOME
FOR
THE YEAR ENDED 31 DECEMBER 2023
|
|
2023
£
|
2022
£
|
Loss for the year
|
|
(789,795)
|
(1,289,658)
|
|
|
|
|
ITEMS THAT WILL OR MAY BE
RECLASSIFIED TO PROFIT OR LOSS:
|
|
|
|
Exchange (loss)/gains arising on
translation on foreign operations
|
|
(317,429)
|
(178,459)
|
OTHER COMPREHENSIVE LOSS FOR THE
YEAR, NET OF TAX
|
|
(317,429)
|
(178,459)
|
TOTAL COMPREHENSIVE LOSS
|
|
(1,107,224)
|
(1,468,117)
|
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS
AT 31 DECEMBER 2023
|
Note
|
2023
£
|
2022
£
|
NON‑CURRENT ASSETS
|
|
|
|
Property, plant and
equipment
|
10
|
2,202
|
3,885
|
Intangible assets
|
11
|
4,759,055
|
5,023,296
|
Investments in equity‑accounted
associates
|
13
|
732,106
|
668,782
|
Loans and other financial
assets
|
14
|
719,024
|
580,079
|
|
|
|
|
|
|
6,212,387
|
6,276,042
|
CURRENT ASSETS
|
|
|
|
Trade and other
receivables
|
15
|
46,909
|
45,069
|
Cash and cash equivalents
|
25
|
203,526
|
150,905
|
|
|
|
|
|
|
250,435
|
195,974
|
|
|
|
|
TOTAL ASSETS
|
|
6,462,822
|
6,472,016
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
Trade and other payables
|
18
|
146,565
|
203,034
|
|
|
|
|
|
|
146,565
|
203,034
|
|
|
|
|
TOTAL LIABILITIES
|
|
146,565
|
203,034
|
|
|
|
|
NET
ASSETS
|
|
6,316,257
|
6,268,982
|
|
|
|
|
ISSUED CAPITAL AND RESERVES ATTRIBUTABLE TO OWNERS OF THE
PARENT
|
|
|
|
|
|
|
|
Share capital
|
16
|
3,745,415
|
3,078,297
|
Share premium reserve
|
|
19,109,662
|
18,632,040
|
Foreign exchange reserve
|
|
(1,312,554)
|
(995,125)
|
Share scheme reserve
|
|
9,759
|
58,179
|
Retained earnings
|
|
(15,236,025)
|
(14,504,409)
|
|
|
|
|
TOTAL EQUITY
|
|
6,316,257
|
6,268,982
|
COMPANY
STATEMENT OF FINANCIAL POSITION
AS AT 31
DECEMBER 2023
|
|
2023
|
2022
|
|
Note
|
£
|
£
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
NON‑CURRENT ASSETS
|
|
|
|
Property, plant and
equipment
|
10
|
69
|
274
|
Intangible assets
|
11
|
3,665,622
|
3,665,622
|
Investments in equity‑accounted
associates
|
13
|
732,106
|
668,782
|
Investments
|
13
|
2,898,531
|
2,898,531
|
Loans and other financial
assets
|
14
|
2,926,786
|
2,605,218
|
|
|
|
|
|
|
10,223,114
|
9,838,427
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
Trade and other
receivables
|
15
|
43,849
|
40,731
|
Cash and cash equivalents
|
25
|
192,574
|
137,291
|
|
|
|
|
|
|
236,423
|
178,022
|
|
|
|
|
TOTAL ASSETS
|
|
10,459,537
|
10,016,449
|
|
|
|
|
Liabilities
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
Trade and other payables
|
18
|
122,998
|
175,961
|
|
|
|
|
|
|
122,998
|
175,961
|
|
|
|
|
TOTAL LIABILITIES
|
|
122,998
|
175,961
|
|
|
|
|
Net
assets
|
|
10,336,539
|
9,840,488
|
|
|
|
|
ISSUED CAPITAL AND RESERVES ATTRIBUTABLE TO OWNERS OF THE
PARENT
|
|
|
|
|
|
|
|
Share capital
|
16
|
3,745,415
|
3,078,297
|
Share premium reserve
|
|
19,109,662
|
18,632,040
|
Share scheme reserve
|
|
9,759
|
58,179
|
Retained earnings
|
|
(12,528,297)
|
(11,928,028)
|
|
|
|
|
TOTAL EQUITY
|
|
10,336,539
|
9,840,488
|
|
|
|
|
The Company's loss for the year was
£658,448 (2022 ‑ £1,205,625).
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR
THE YEAR ENDED 31 DECEMBER 2023
|
Share capital
|
Share premium
|
Share scheme reserve
|
Foreign exchange reserve
|
Retained earnings
|
Total attributable to equity holders
of parent
|
Total equity
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
At 1 January 2023
|
3,078,297
|
18,632,040
|
58,179
|
(995,125)
|
(14,504,409)
|
6,268,982
|
6,268,982
|
Comprehensive income for the
year
|
|
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
(789,795)
|
(789,795)
|
(789,795)
|
Other comprehensive income
|
-
|
-
|
-
|
(317,429)
|
-
|
(317,429)
|
(317,429)
|
Total comprehensive income for the
year
|
-
|
-
|
-
|
(317,429)
|
(789,795)
|
(1,107,224)
|
(1,107,224)
|
Contributions by and distributions to
owners
|
|
|
|
|
|
|
|
Issue of share capital
|
667,118
|
477,622
|
9,759
|
-
|
-
|
1,154,499
|
1,154,499
|
Transfer to/from retained
earnings
|
-
|
-
|
(58,179)
|
-
|
58,179
|
-
|
-
|
Total contributions by and
distributions to owners
|
667,118
|
477,622
|
(48,420)
|
-
|
58,179
|
1,154,499
|
1,154,499
|
At 31 December 2023
|
3,745,415
|
19,109,662
|
9,759
|
(1,312,554)
|
(15,236,025)
|
6,316,257
|
6,316,257
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
PRIOR FINANCIAL YEAR
|
Share capital
|
Share premium
|
Share scheme reserve
|
Foreign exchange reserve
|
Retained earnings
|
Total attributable to equity holders
of parent
|
Total equity
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
At 1 January 2022
|
2,650,325
|
17,853,012
|
66,733
|
(816,666)
|
(13,223,305)
|
6,530,099
|
6,530,099
|
Comprehensive income for the
year
|
|
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
(1,289,658)
|
(1,289,658)
|
(1,289,658)
|
Other comprehensive income
|
-
|
-
|
-
|
(178,459)
|
-
|
(178,459)
|
(178,459)
|
Total comprehensive income for the
year
|
-
|
-
|
-
|
(178,459)
|
(1,289,658)
|
(1,468,117)
|
(1,468,117)
|
Contributions by and distributions to
owners
|
|
|
|
|
|
|
|
Issue of share capital
|
427,972
|
779,028
|
-
|
-
|
-
|
1,207,000
|
1,207,000
|
Transfer to/from retained
earnings
|
-
|
-
|
(8,554)
|
-
|
8,554
|
-
|
-
|
Total contributions by and
distributions to owners
|
427,972
|
779,028
|
(8,554)
|
-
|
8,554
|
1,207,000
|
1,207,000
|
At 31 December 2022
|
3,078,297
|
18,632,040
|
58,179
|
(995,125)
|
(14,504,409)
|
6,268,982
|
6,268,982
|
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR
THE YEAR ENDED 31 DECEMBER 2023
|
Share capital
|
Share premium
|
Share scheme reserve
|
Retained earnings
|
Total equity
|
|
£
|
£
|
£
|
£
|
£
|
At 1 January 2023
|
3,078,297
|
18,632,040
|
58,179
|
(11,928,028)
|
9,840,488
|
Comprehensive income for the
year
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
-
|
(658,448)
|
(658,448)
|
Total comprehensive income for the
year
|
-
|
-
|
-
|
(658,448)
|
(658,448)
|
Contributions by and distributions to
owners
|
|
|
|
|
|
Issue of share capital
|
667,118
|
477,622
|
9,759
|
-
|
1,154,499
|
Share warrants exercised
|
-
|
-
|
(58,179)
|
58,179
|
-
|
Total contributions by and
distributions to owners
|
667,118
|
477,622
|
(48,420)
|
58,179
|
1,154,499
|
At 31 December 2023
|
3,745,415
|
19,109,662
|
9,759
|
(12,528,297)
|
10,336,539
|
COMPANY
STATEMENT OF CHANGES IN EQUITY
FOR THE
YEAR ENDED 31 DECEMBER 2022
PRIOR
FINANCIAL YEAR
|
Share capital
|
Share premium
|
Share scheme reserve
|
Retained earnings
|
Total equity
|
|
£
|
£
|
£
|
£
|
£
|
At 1 January 2022
|
2,650,325
|
17,853,012
|
66,733
|
(10,730,957)
|
9,839,113
|
Comprehensive income for the
year
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
-
|
(1,205,625)
|
(1,205,625)
|
Total comprehensive income for the
year
|
-
|
-
|
-
|
(1,205,625)
|
(1,205,625)
|
Contributions by and distributions to
owners
|
|
|
|
|
|
Issue of share capital
|
427,972
|
779,028
|
-
|
-
|
1,207,000
|
Share warrants exercised
|
-
|
-
|
(8,554)
|
8,554
|
-
|
Total contributions by and
distributions to owners
|
427,972
|
779,028
|
(8,554)
|
8,554
|
1,207,000
|
At 31 December 2022
|
3,078,297
|
18,632,040
|
58,179
|
(11,928,028)
|
9,840,488
|
|
|
2023
|
2022
|
|
Note
|
£
|
£
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
Loss for the year
|
|
(789,795)
|
(1,289,658)
|
|
|
|
|
ADJUSTMENTS FOR
|
|
|
|
|
|
|
|
Depreciation of property, plant and
equipment
|
10
|
205
|
205
|
Impairment losses on intangible
assets
|
11
|
18,516
|
579,728
|
Impairment losses recognised on
loans to associates
|
|
28,415
|
25,785
|
|
|
|
|
Loss from investments in
associates
|
|
5,122
|
-
|
Finance income
|
|
(36,688)
|
(14,592)
|
Gain on disposal of subsidiary
undertaking
|
|
-
|
(6,762)
|
Net foreign exchange loss
|
|
67,135
|
10,300
|
|
|
|
|
|
|
(707,090)
|
(694,994)
|
MOVEMENTS IN WORKING CAPITAL:
|
|
|
|
(Decrease) in trade and other
receivables
|
|
(1,840)
|
(38,025)
|
(Increase)/decrease in trade and
other payables
|
|
(56,468)
|
25,305
|
|
|
|
|
CASH GENERATED FROM OPERATIONS
|
|
(765,398)
|
(707,714)
|
|
|
|
|
NET
CASH USED IN OPERATING ACTIVITIES
|
|
(765,398)
|
(707,714)
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
Purchase of Australia exploration
fixed assets
|
11
|
(37,754)
|
(238,245)
|
Purchase of Pakistan project fixed
assets
|
11
|
(61,806)
|
(140,718)
|
Payments for investments in
associates
|
13
|
(68,446)
|
(668,782)
|
Issue of loans
|
|
(167,483)
|
(184,929)
|
Interest received
|
|
2,242
|
14,592
|
|
|
|
|
NET
CASH USED IN INVESTING ACTIVITIES
|
|
(333,247)
|
(1,218,082)
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
Issue of ordinary shares
|
|
1,213,000
|
1,207,000
|
Share issue costs
|
|
(58,500)
|
-
|
|
|
|
|
NET
CASH FROM FINANCING ACTIVITIES
|
|
1,154,500
|
1,207,000
|
|
|
|
|
NET
DECREASE IN CASH AND CASH EQUIVALENTS
|
|
55,855
|
(718,796)
|
|
|
|
|
Cash and cash equivalents at the
beginning of year
|
|
150,905
|
872,000
|
Exchange loss on cash and cash
equivalents
|
|
(3,234)
|
(2,299)
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT THE END OF THE
YEAR
|
25
|
203,526
|
150,905
|
COMPANY
STATEMENT OF CASHFLOWS
FOR THE
YEAR ENDED 31 DECEMBER 2023
|
|
2023
|
2022
|
|
Note
|
£
|
£
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
Loss for the year
|
|
(658,448)
|
(1,205,625)
|
|
|
|
|
ADJUSTMENTS FOR
|
|
|
|
Depreciation of property, plant and
equipment
|
10
|
205
|
205
|
Amortisation of intangible fixed
assets
|
11
|
-
|
313,229
|
Impairment loss recognised on other
receivables
|
|
57,742
|
301,462
|
|
|
|
|
Associate loss
|
|
5,122
|
-
|
Forgiveness of other loan
|
|
-
|
(804,516)
|
Finance income
|
|
(164,949)
|
(66,938)
|
Loss on sale of discontinued
operations, net of tax
|
|
-
|
804,516
|
Net foreign exchange loss
|
|
63,734
|
47,944
|
|
|
|
|
|
|
(696,594)
|
(609,723)
|
MOVEMENTS IN WORKING CAPITAL:
|
|
|
|
|
|
|
|
Increase/(decrease) in trade and
other receivables
|
|
144,645
|
(665)
|
(Increase) in trade and other
payables
|
|
(52,964)
|
(733,801}
|
(Decrease)/increase in loans to
subsidiaries
|
|
(428,100)
|
78,228
|
|
|
|
|
CASH GENERATED FROM OPERATIONS
|
|
(1,033,013)
|
(1,265,961)
|
|
|
|
|
NET
CASH USED IN OPERATING ACTIVITIES
|
|
(1,033,013)
|
(1,265,961)
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
Payments for investments in
associates
|
|
(68,446)
|
(668,782)
|
Interest received
|
|
2,242
|
14,592
|
|
|
|
|
NET
CASH USED IN INVESTING ACTIVITIES
|
|
(66,204)
|
(654,190)
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
Issue of ordinary shares
|
|
1,213,000
|
1,207,000
|
Share issue costs
|
|
(58,500)
|
-
|
|
|
|
|
NET
CASH FROM FINANCING ACTIVITIES
|
|
1,154,500
|
1,207,000
|
|
|
|
|
NET
INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
55,283
|
(713,151)
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the
beginning of year
|
|
137,291
|
850,442
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT THE END OF THE
YEAR
|
25
|
192,574
|
137,291
|
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
FOR
THE YEAR ENDED 31 DECEMBER 2023
1. STATUTORY
INFORMATION
Oracle Power PLC is a public
company, limited by shares and registered and domiciled in England
and Wales. It is the ultimate holding company of the Oracle Power
PLC Group. The Group is primarily involved in an energy project,
based on the exploration and development of coal and construction
of a mine‑mouth power plant in Pakistan. The Group also has
two exploration projects in Western Australia and a green hydrogen
project in Pakistan. The presentation currency of the
financial statements is Pounds Sterling (£). The Company's
registered number and registered office address can be found in the
General Information section of this report.
2.
ACCOUNTING POLICIES
2.1
Going concern
During the year under review, the
Group experienced net cash outflows from its operating activities
which it financed from existing cash resources held at the start of
the year and cash received from the issue of new equity share
capital. The Directors have considered the cash flow requirements
of the Group over the next 12 months and believe that additional
funding will be required to meet the Group's cash requirements over
that period. This additional cash requirement creates a
material uncertainty that may cast significant doubt on the
Company's ability to continue as a going concern. However,
the Directors expect to be able to meet the funding requirements
for the Group to continue as a going concern for at least 12 months
from the date of the approval of these financial statements and,
consequently, the Directors consider it appropriate to adopt the
going concern basis in the preparation of the financial
statements.
2.2
Compliance with accounting standards
These financial statements have been
prepared in accordance with UK adopted International Financial
Reporting Standards and IFRIC interpretations and with those parts
of the Companies Act 2006 applicable to reporting groups under
IFRS.
The financial statements have been prepared under the historical
cost convention.
2.3
Significant accounting judgements, estimates and
assumptions
The preparation of the financial
statements requires management to make judgements, estimates and
assumptions that affect the amounts reported for revenues and
expenses during the year and the amounts reported for assets and
liabilities at the statement of financial position date. However,
the nature of estimation means that the actual outcomes could
differ from those estimates.
The key sources of estimation uncertainty that have a significant
risk of causing material adjustment to the carrying amounts of
assets and liabilities within the next financial year are the
measurement of any impairment on intangible assets and the
estimation of share‑based payment costs.
The principal risk and uncertainty in respect of the intangible
assets (exploration assets) is that the Group may not reach
financial close. The Board has tested the intangible assets for
impairment. For this test, the Board considered market values of
the assets (where applicable); results from technical and
feasibility studies and reports; and the possibility of future
project options available. Based on this, the Board have concluded
that no impairment provision is required. The Group determines
whether there is any impairment of intangible assets on an annual
basis.
At the balance sheet date, the
intangible assets are carried forward at their cost of £5,357,888
(2022: £5,603,630) less impairment of £598,833 (2022:
£579,728).
2.4
Basis of consolidation
The consolidated financial
statements incorporate the financial statements of the Company and
entities controlled by the Company (its subsidiaries) made up to 31
December each year. Control is achieved where the Company has the
power to govern the financial and operating policies of an investee
entity so as to obtain benefits from its activities.
Business acquisitions have been accounted for in accordance with
IFRS 3, 'Business Combinations'. Fair values are attributed to the
Group's share of net assets. Where the cost of acquisition exceeds
the fair values attributed to such assets, the difference is
treated as purchased goodwill and is capitalised.
2.5
Intangible assets
(i) Intangible fixed assets ‑
Australia exploration costs
Expenditure on the acquisition
costs, exploration and evaluation of interests in licences,
including related finance and administration costs, are
capitalised. Such costs are carried forward in the statement
of financial position under intangible assets and amortised over
the minimum period of the expected future commercial production of
gold in respect of each area of interest where:
a) such costs are
expected to be recouped through successful development and
exploration of the area of interest or alternatively by its
sale;
b) exploration
activities have not yet reached a stage that permits a reasonable
assessment of the existence or otherwise of economically
recoverable reserves and active operations in relation to the areas
are continuing.
An annual impairment review is carried out by the Directors when
specific facts and circumstances indicate that an impairment test
is required, such as:
(1) the period for which
the entity has the right to explore in the specific area has
expired during the period or will expire in the near future and is
not expected to be renewed.
(2) substantive
expenditure on further exploration for and evaluation of mineral
resources in the specific area is neither budgeted nor
planned.
(3) exploration for and
evaluation of mineral resources in the specific area have not led
to the discovery of commercially viable quantities of mineral
resources and the entity has decided to discontinue such
activities in the specific area.
(4) sufficient data
exists to indicate that, although a development in the specific
area is likely to proceed, the carrying amount of the exploration
and evaluation asset is unlikely to be recovered in full from
successful future development or by sale.
In any such case, or similar cases,
the entity shall perform an impairment test in accordance with IAS
36. Any impairment loss is recognised as an expense in accordance
with IAS 36
Australia exploration costs are
carried at cost less any provision for impairment
ii) Intangible fixed assets ‑
Pakistan project costs
Expenditure on the Pakistan project
to achieve final project approval prior to the start of mining
operations including related finance and administration costs are
capitalised. Such costs are carried forward in the statement
of financial position under intangible assets and amortised over
the minimum period of the expected future commercial production of
coal in respect of each area of interest
The Pakistan project costs are tested annually for impairment by
comparing the carrying amount to the recoverable amount. Pakistan
project costs are carried at cost less any provision for
impairment.
2.6
Property, plant and equipment
Property, plant and equipment is
stated at historical cost less accumulated depreciation.
Depreciation is provided at the following annual rates in order to
write off each asset over its estimated useful life.
Fixtures and
fittings
‑ 15%
on reducing balance
Motor
vehicles
‑ 20%
on reducing balance
Computer
equipment
‑ 30%
on reducing balance
2.7
Investments in subsidiaries
Investments in subsidiaries are
stated at cost. The investments are reviewed annually, and any
impairment is taken directly to the statement of profit or loss.
Investments in subsidiaries are fully consolidated within the Group
financial statements.
2.8
Investments in associates
An associate is an entity over which
the Group has significant influence. Significant influence is the
power to participate in the financial and operating policy
decisions of the investee but is not control or joint control over
those policies.
The results and assets and
liabilities of associates are incorporated in these consolidated
financial statements using the equity method of accounting, except
when the investment, or a portion thereof, is classified as held
for sale, in which case it is accounted for in accordance with IFRS
5. Under the equity method, an investment in an associate or a
joint venture is initially recognised in the consolidated statement
of financial position at cost and adjusted thereafter to recognise
the Group's share of the profit or loss and other comprehensive
income of the associate or joint venture. When the Group's share of
losses of an associate exceeds the Group's interest in that
associate or joint venture (which includes any long‑term interests
that, in substance, form part of the Group's net investment in the
associate, the Group discontinues recognising its share of further
losses. Additional losses are recognised only to the extent that
the Group has incurred legal or constructive obligations or made
payments on behalf of the associate.
An investment in an associate is
accounted for using the equity method from the date on which the
investee becomes an associate or a joint venture. On acquisition of
the investment in an associate, any excess of the cost of the
investment over the Group's share of the net fair value of the
identifiable assets and liabilities of the investee is recognised
as goodwill, which is included within the carrying amount of the
investment. Any excess of the Group's share of the net fair value
of the identifiable assets and liabilities over the cost of the
investment, after reassessment, is recognised immediately in profit
or loss in the period in which the investment is
acquired.
The requirements of IAS 36 are
applied to determine whether it is necessary to recognise any
impairment loss with respect to the Group's investment in an
associate or joint venture. When necessary, the entire carrying
amount of the investment (including goodwill) is tested for
impairment in accordance with IAS 36 Impairment of Assets as a
single asset by comparing its recoverable amount (higher of value
in use and fair value less costs of disposal) with its carrying
amount. Any impairment loss recognised forms part of the carrying
amount of the investment. Any reversal of that impairment loss is
recognised in accordance with IAS 36 to the extent that the
recoverable amount of the investment subsequently
increases.
The Group discontinues the use of
the equity method from the date when the investment ceases to be an
associate or joint venture, or when the investment is classified as
held for sale. When the Group retains an interest in the former
associate or joint venture and the retained interest is a financial
asset, the Group measures the retained interest at fair value at
that date and the fair value is regarded as its fair value on
initial recognition in accordance with IFRS 9. The difference
between the carrying amount of the associate or joint venture at
the date the equity method was discontinued, and the fair value of
any retained interest and any proceeds from disposing of a part
interest in the associate or joint venture is included in the
determination of the gain or loss on disposal of the associate or
joint venture. In addition, the Group accounts for all amounts
previously recognised in other comprehensive income in relation to
that associate or joint venture on the same basis as would be
required if that associate or joint venture had directly disposed
of the related assets or liabilities. Therefore, if a gain or loss
previously recognised in other comprehensive income by that
associate or joint venture would be reclassified to profit or loss
on the disposal of the related assets or liabilities, the Group
reclassified the gain or loss from equity to profit or loss (as a
reclassification adjustment) when the equity method is
discontinued. The Group continues to use the equity method when an
investment in an associate becomes an investment in a joint venture
or an investment in a joint venture becomes an associate. There is
no remeasurement to fair value upon such changes in ownership
interests.
When the Group reduces its ownership
interest in an associate or a joint venture but the Group continues
to use the equity method, the Group reclassifies to profit or loss
the proportion of the gain or loss that had previously been
recognised in the other comprehensive income relating to that
reduction in ownership interest if that gain or loss would be
reclassified to profit or loss on the disposal of the related
assets or liabilities.
When a Group entity transacts with
an associate or a joint venture of the Group, profits and losses
resulting from the transactions with the associate or joint
ventures are recognised in the Group's consolidated financial
statements only to the extent of interests in the associate or
joint venture that are not related to the Group.
2.9
Leasing
All leases held are either
short‑term leases or are for low value assets. The rentals paid are
charged to the statement of profit or loss on a straight line basis
over the period of the lease.
2.10
Foreign currency
In preparing the financial
statements of each individual Group entity, transactions in
currencies other than the entity's functional currency (foreign
currencies) are recognised at the rates of exchange prevailing at
the dates of the transactions. At the end of each reporting period,
monetary items denominated in foreign currencies are retranslated
at the rates prevailing at that date. Non‑monetary items carried at
fair value that are denominated in foreign currencies are
retranslated at the rates prevailing at the date when the fair
value was determined. Non‑monetary items that are measured in terms
of historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognised in profit or
loss in the period in which they arise except for exchange
differences on foreign currency borrowings relating to assets under
construction for
future productive use, which are
included in the cost of those assets when they are regarded as an
adjustment to interest costs on those foreign currency
borrowings;
For the purposes of presenting these consolidated financial
statements, the assets and liabilities of the Group's foreign
operations are translated into pounds using exchange rates
prevailing at the end of each reporting period. Income and expense
items are translated at the average exchange rates for the period,
unless exchange rates fluctuate significantly during that period,
in which case the exchange rates at the dates of the transactions
are used. Exchange differences arising, if any, are recognised in
other comprehensive income and accumulated in equity (and
attributed to non‑controlling interests as appropriate).
On the disposal of a foreign operation (i.e. a disposal of the
Group's entire interest in a foreign operation, a disposal
involving loss of control over a subsidiary that includes a foreign
operation, or a partial disposal of an interest in a joint
arrangement or an associate that includes a foreign operation of
which the retained interest becomes a financial asset), all of the
exchange differences accumulated in equity in respect of that
operation attributable to the owners of the Company are
reclassified to profit or loss.
In addition, in relation to a partial disposal of a subsidiary that
includes a foreign operation that does not result in the Group
losing control over the subsidiary, the proportionate share of
accumulated exchange differences are re‑attributed to
non‑controlling interests and are not recognised in profit or loss.
For all other partial disposals (i.e. partial disposals of
associates or joint arrangements that do not result in the Group
losing significant influence or joint control), the proportionate
share of the accumulated exchange differences is reclassified to
profit or loss.
Goodwill and fair value adjustments to identifiable assets acquired
and liabilities assumed through acquisition of a foreign operation
are treated as assets and liabilities of the foreign operation and
translated at the rate of exchange prevailing at the end of each
reporting period. Exchange differences arising are recognised in
other comprehensive income.
2.11
Employee benefits
Retirement benefit costs and
termination benefits
|
The group operates a defined
contribution pension scheme. Contributions payable to the group's
pension scheme are charged to the income statement in the period to
which they relate.
2.12
Share-based payments
Share-based payment transactions of the
Company
Where equity settled share warrants
are awarded to employees, the fair value of the warrants at the
date of grant is charged to the statement of profit or loss over
the vesting period. Non‑market vesting conditions are taken into
account by adjusting the number of equity instruments expected to
vest at each statement of financial position date so that,
ultimately, the cumulative amount recognised over the vesting
period is based on the number of warrants that eventually vest.
Market vesting conditions are factored into the fair value of all
warrants granted. As long as all other vesting conditions are
satisfied, a charge is made irrespective of whether market vesting
conditions are satisfied. The cumulative expense is not adjusted
for failure to achieve a market vesting condition.
Where terms and conditions of warrants are modified before they
vest, the increase in the fair value of the warrants, measured
immediately before and after the modification, is also charged to
the statement of profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than
employees, the statement of profit or loss is charged with the fair
value of goods and services received.
2.13
Financial instruments
Financial assets and financial
liabilities are recognised in the Group's statement of financial
position when the Group becomes a party to the contractual
provisions of the instrument.
Financial assets and financial liabilities are initially measured
at fair value, except for trade receivables
that do not have a significant financing component which are
measured at transaction price. Transaction
costs that are directly attributable to the acquisition or issue of
financial assets and financial liabilities
(other than financial assets and financial liabilities at fair
value through profit or loss) are added to or
deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial
recognition. Transaction costs directly attributable to the
acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised
immediately in profit or loss.
Financial Assets:
The Group classifies its financial assets other than investments in
subsidiaries and associates as financial assets at amortised cost,
at fair value through other comprehensive income (FVOCI) or at fair
value through profit or loss (FVTPL). The classification depends on
the purpose for which the financial assets were acquired.
Management determines the classification of its financial assets at
initial recognition.
A financial asset is measured at amortised cost if it is held
within a business model whose objective is to collect contractual
cash flows and its contractual terms give rise on specified dates
to cash flows that are solely payments of principal and interest on
the principal amount outstanding.
A financial asset is measured at FVOCI if it is held within a
business model whose objective is achieved by collecting
contractual cash flows and selling financial assets and its
contractual terms give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal
amount outstanding.
A financial asset is measured at FVTPL if it is not measured at
amortised cost or at FVOCI.
All of the Group financial assets
are currently classified at amortised cost.
Financial assets at amortised cost are subsequently measured at
amortised cost using the effective interest method. The amortised
cost is reduced by impairment losses. They are included in current
assets, except for maturities greater than 12 months after the
balance sheet date. These are classified as non‑current
assets.
Trade receivables, with standard payment terms of between 30 to 65
days, are recognised and carried at the lower of their original
invoiced and recoverable amount.
A loss allowance is recognised on initial recognition of financial
assets held at amortised cost, based on expected credit losses, and
is re‑measured annually with changes appearing in profit or loss.
Where there has been a significant increase in credit risk of the
financial instrument since initial recognition, the loss allowance
is measured based on lifetime expected losses. In all other cases,
the loss allowance is measured based on 12‑month expected losses.
For assets with a maturity of 12 months or less, including trade
receivables, the 12‑month expected loss allowance is equal to the
lifetime expected loss allowance.
The Group's financial assets are disclosed in notes 14 and
15.
Financial Liabilities:
The Group classifies its financial liabilities at amortised cost or
at FVTPL. A financial liability is measured at FVTPL if it is
classified as held for trading, it is a derivative or it is
designated as such on initial recognition, otherwise it is
classified at amortised cost.
All of the Group's financial liabilities are currently classified
at amortised cost.
Financial liabilities at amortised cost are subsequently measured
at amortised cost using the effective interest method. They are
classified as non‑current when the payment falls due more than 12
months after the year end date.
2.14
Cash and cash equivalents
Cash and cash equivalents for the
purpose of the cash flow statement comprise cash and bank
balances.
2.15 New Standards and Interpretations
applied
There are no IFRSs or IFRIC
interpretations that are effective for the first time for the
financial year
beginning 1 January 2023 that would be expected to have a material
impact on the Group.
New
and revised standards not yet effective
Certain new accounting standards and interpretations have been
issued but have not been applied by
the Group in preparing these financial statements as they are not
as yet effective. These standards are
not expected to have a material impact on the Group in the current
or future periods and on foreseeable
future transactions.
3. SEGMENT
INFORMATION
Based on risks and returns, the
Directors consider that the primary business reporting format is by
business segment which are currently:
1) the principal activity of the
Group which is an energy project developer, based on the
exploration and proposed development of a coal mine and
construction of a mine‑mouth power plant in Pakistan (the "Pakistan
Energy Project");
2) an investment in certain
tenements in Western Australia for the exploration and future
extraction of gold (the "Australia Gold Project"); and
3) a green hydrogen project in
Pakistan (the "Pakistan Green Hydrogen Project").
These segments are not yet revenue
generating, and the primary financial reporting metrics are the
value of intangible assets relating to the projects and total spend
to date. The Pakistan Green Hydrogen Project is carried out
through the Company's investment in associates which is not
included in the analysis below.
To‑date the Group has raised a total of £22.74m and spent £18.0m on
Thar Block VI and £0.9m on the Australia Gold Project net of
impairment of £0.6m.
The following is an analysis of the
Group's results by reportable segment in the year under
review:
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Pakistan Energy Project
|
(31,727)
|
(9,318)
|
Australia Gold Project
|
(88,831)
|
(630,945)
|
Sindh Carbon Energy
Project
|
(69,829)
|
|
Total
|
(190,387)
|
(640,263)
|
Central administration
costs
|
(657,671)
|
(670,749)
|
Finance income
|
36,688
|
14,592
|
Other gains and losses
|
26,697
|
6,762
|
Associate (loss)
|
(5,122)
|
-
|
|
|
|
Profit before tax
|
(789,795)
|
(1,289,658)
|
The accounting policies of the
reportable segments are the same as the Group's accounting policies
described in note 2. Segment profit represents the profit earned by
each segment without allocation of the share of profits of
associates and joint ventures, central administration costs
including directors' salaries, finance income, non‑operating gains
and losses in respect of financial instruments and finance costs,
and income tax expense. This is the measure reported to the Group's
Chief Executive for the purpose of resource allocation and
assessment of segment performance.
For the purposes of monitoring
segment performance and allocating resources between segments the
Group's Chief Executive monitors the tangible, intangible and
financial assets attributable to each segment. All assets are
allocated to reportable segments with the exception of investments
in associates, and other financial assets as shown
below:
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Pakistan Energy
Project
|
4,255,005
|
4,529,390
|
Australia Gold
Project
|
504,050
|
493,906
|
Total segment
assets
|
4,759,055
|
5,023,296
|
Unallocated
assets
|
2,202
|
3,885
|
|
|
|
Consolidated total
assets
|
4,761,257
|
5,027,181
|
Segment liabilities
|
2023
|
2022
|
|
£
|
£
|
Pakistan Energy Project
|
647,055
|
546,069
|
Australia Gold Project
|
642,252
|
591,358
|
Sindh Carbon Energy
Project
|
1,347,919
|
1,290,408
|
|
|
|
Consolidated total
liabilities
|
2,637,226
|
2,427,835
|
|
Depreciation &
|
Amortisation
|
Additions
to
|
non‑current*
|
|
|
|
|
assets*
|
|
2023
|
2022
|
2023
|
2022
|
|
£
|
£
|
£
|
£
|
Pakistan Energy
Project
|
637
|
1,133
|
64,775
|
140,718
|
Australia Gold
Project
|
-
|
-
|
19,238
|
238,225
|
|
|
|
|
|
|
637
|
1,133
|
84,013
|
378,943
|
*These amounts exclude additions to
financial instruments.
In addition to the depreciation and
amortisation reported above, impairment losses of £18,516 (2022:
£579,727) were recognised in respect of non‑current assets. These
impairment losses were all attributable to the Australia Gold
Project.
4. EMPLOYEE BENEFITS
EXPENSES
Group
|
2023
|
2022
|
EMPLOYEE BENEFIT EXPENSES (INCLUDING
DIRECTORS) COMPRISE:
|
|
|
Wages and salaries
|
265,000
|
300,500
|
National insurance
|
2,494
|
6,858
|
Defined contribution pension
cost
|
3,750
|
3,738
|
|
271,244
|
311,096
|
All employee benefit expenses relate
to key management personnel Key management personnel are those
persons having authority and responsibility for planning, directing
and controlling the activities of the Group, including the
directors of the Company listed on page 21, and the Financial
Controller of the Company.
|
|
The monthly average number of
persons, including the directors, employed by the Group during the
year was as follows:
|
|
2023
No.
|
2022
No.
|
Directors
|
3
|
4
|
Administration and
production
|
1
|
3
|
|
4
|
7
|
|
2023
£
|
2022
£
|
EMPLOYEE BENEFIT EXPENSES (INCLUDING
DIRECTORS) COMPRISE:
|
|
|
Wages and salaries
|
265,000
|
300,500
|
National insurance
|
2,494
|
6,858
|
Defined contribution pension
cost
|
3,750
|
3,738
|
|
271,244
|
311,096
|
All employee benefit expenses relate
to key management personnel. Key management personnel are those
persons having authority and responsibility for planning, directing
and controlling the activities of the Group, including the
directors of the Company listed on page 21, and the financial
Controller of the Company.
The monthly average number of
persons, including the directors, employed by the Company during
the year was as follows:
|
2023
£
|
2022
£
|
Directors
|
3
|
4
|
Administration and
production
|
1
|
1
|
|
4
|
5
|
5. DIRECTORS'
REMUNERATION
|
2023
£
|
2022
£
|
Directors' emoluments
|
210,000
|
237,083
|
Group contributions to pension
schemes
|
2,100
|
2,088
|
|
212,100
|
239,171
|
During the year, no directors
(2022 ‑ no directors)
exercised share options.
No directors (2022 - 0 directors)
had retirement benefits accruing under money purchase
schemes.
The highest paid director's
emoluments were as follows:
|
2023
£
|
2022
£
|
Total emoluments and amounts
receivable under long‑term incentive schemes (excluding
shares)
|
150,000
|
150,000
|
|
150,000
|
150,000
|
The highest paid director exercised
no share options during the year (2022: none).
6. FINANCE INCOME
AND EXPENSE
Recognised in profit or loss
|
|
|
|
|
|
|
2023
|
2022
|
|
£
|
£
|
Finance income
|
|
|
|
|
|
Interest on:
|
|
|
‑ Bank deposits
|
17,186
|
12,467
|
|
|
|
TOTAL INTEREST INCOME ARISING FROM FINANCIAL ASSETS MEASURED
AT AMORTISED COST
|
17,186
|
12,467
|
|
|
|
|
|
|
Share of associates' interest
receivable
|
19,502
|
2,125
|
|
|
|
TOTAL FINANCE INCOME
|
36,688
|
14,592
|
|
|
|
|
|
|
NET
FINANCE INCOME RECOGNISED IN PROFIT OR LOSS
|
36,688
|
14,592
|
7. LOSS BEFORE INCOME
TAX
The loss before income tax is stated
after charging / (crediting):
|
|
2023
|
2022
|
|
|
£
|
£
|
|
|
|
|
Depreciation owned
assets
|
|
205
|
205
|
Impairment of debtors
|
|
46,931
|
605,513
|
Auditors' remuneration
|
|
37,203
|
37,046
|
Foreign exchange
differences
|
|
63,734
|
(55,551)
|
In addition to the depreciation
charges shown above, the Group incurred charges of £637 (2022:
£1,133) which have been capitalised as exploration costs by the
subsidiary company in accordance with the Group's accounting
policy.
8. INCOME TAX
Analysis of tax expense
No liability to UK corporation tax arose for the year ended 31
December 2023 nor for the year ended 31 December 2022.
Factors affecting the tax expense
The tax assessed for the year is higher than the standard rate of
corporation tax in the UK. The difference is explained
below:
|
2023
|
2022
|
|
£
|
£
|
Loss before income
tax
|
(789,795)
|
(1,289,658)
|
Loss multiplied by the standard rate
of corporation tax in the UK of 25% (2022 ‑ 19%)
|
(197,449)
|
(245,035)
|
Effects
of:
|
|
|
Foreign losses of
subsidiaries
|
31,101
|
62,136
|
Inter‑company items
eliminated
|
(573)
|
7,493
|
Disallowed
expenses
|
8,956
|
115,087
|
Potential deferred taxation on
losses for
year
|
157,965
|
60,319
|
|
|
|
|
-
|
-
|
The Group and Company has estimated
UK excess management charges of £11,597,714 (2022: £11,082,658) to
carry forward against future income. The overseas subsidiaries have
losses of £722,849 (2022: £248,369) which will be carried forward
to offset future profits. There is no charge for foreign taxation
for the year (2022: nil).
9. EARNINGS PER
SHARE
(i)
Basic earnings per share
|
|
|
|
2023
|
2022
|
|
Pence
|
Pence
|
|
|
|
From continuing operations
attributable to the ordinary equity holders of the
Company
|
(0.02)
|
(0.04)
|
|
|
|
TOTAL BASIC EARNINGS PER SHARE ATTRIBUTABLE TO THE ORDINARY
EQUITY HOLDERS OF THE COMPANY
|
(0.02)
|
(0.04)
|
|
|
|
(ii) Diluted earnings per share
|
|
|
|
|
|
|
|
|
From continuing operations
attributable to the ordinary equity holders of the
Company
|
(0.02)
|
(0.04)
|
|
|
|
TOTAL DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO THE ORDINARY
EQUITY HOLDERS OF THE COMPANY
|
(0.02)
|
(0.04)
|
|
|
|
(iii) Reconciliation of earnings used in calculating earnings
per share
|
|
|
|
2023
£
|
2022
£
|
LOSS ATTRIBUTABLE TO THE ORDINARY EQUITY HOLDERS
OF
THE
COMPANY USED IN CALCULATING BASIC EARNINGS PER
SHARE:
|
|
|
|
|
|
From continuing
operations
|
(789,795)
|
(1,289,658)
|
|
(789,795)
|
(1,289,658)
|
LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO THE ORDINARY
EQUITY HOLDERS OF THE COMPANY:
|
|
|
|
|
|
Used in calculating basic earnings
per share
|
(789,795)
|
(1,289,658)
|
|
|
|
USED IN CALCULATING DILUTED EARNINGS PER
SHARE
|
(789,795)
|
(1,289,658)
|
|
|
|
|
|
|
LOSS ATTRIBUTABLE TO THE ORDINARY EQUITY HOLDERS OF THE
COMPANY USED IN CALCULATING DILUTED EARNINGS PER
SHARE
|
(789,795)
|
(1,289,658)
|
|
|
|
(iv) Weighted average number of shares used as the
denominator
|
|
|
|
2023
Number
|
2022
Number
|
Weighted average number of ordinary
shares used as the denominator in calculating basic earnings per
share
|
3,696,910,701
|
2,902,488,933
|
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES AND POTENTIAL
ORDINARY SHARES USED AS THE DENOMINATOR IN CALCULATING DILUTED
EARNINGS PER GROUP
|
3,696,910,701
|
2,902,488,933
|
At the year end, there were
113,544,706 warrants outstanding (2022: nil) that could potentially
dilute basic earnings per share in the future but were not included
in the calculation of diluted earnings per share because they are
antidilutive for the period(s) presented.
Post the reporting period end, the
Company entered into transactions to issue 1,803,652,968 ordinary
shares with associated options, which if exercised would involve
the issue of a further 913,442,009 ordinary shares which will be
assessed in the earnings per share calculation in the next
accounting year.
10. PROPERTY,
PLANT AND EQUIPMENT
|
Motor
vehicles
|
|
Computer
equipment
|
|
Total
|
|
£
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost or valuation
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
14,877
|
|
4,505
|
|
19,382
|
|
|
|
|
|
|
Foreign exchange
movements
|
(1,924)
|
|
(385)
|
|
(2,309)
|
|
|
|
|
|
|
At
31 December 2022
|
12,953
|
|
4,120
|
|
17,073
|
|
|
|
|
|
|
Foreign exchange
movements
|
(3,067)
|
|
(614)
|
|
(3,681)
|
|
|
|
|
|
|
At
31 December 2023
|
9,886
|
|
3,506
|
|
13,392
|
|
|
|
|
|
|
|
Motor vehicles
|
Computer equipment
|
Total
|
|
£
|
£
|
£
|
ACCUMULATED DEPRECIATION AND
IMPAIRMENT
|
|
|
|
At 1 January 2022
|
11,042
|
2,484
|
13,526
|
Charge for the year
|
729
|
609
|
1,338
|
Foreign exchange
movements
|
(1,489)
|
(187)
|
(1,676)
|
At 31 December 2022
|
10,282
|
2,906
|
13,188
|
Charge owned for the year
|
421
|
421
|
842
|
Foreign exchange
movements
|
(2,448)
|
(394)
|
(2,842)
|
At 31 December 2023
|
8,255
|
2,933
|
11,188
|
Net book value
|
|
|
|
At 31 December 2022
|
2,671
|
1,214
|
3,885
|
At 31 December 2023
|
1,631
|
571
|
2,202
|
Company
|
|
|
Computer equipment
|
|
£
|
Cost or valuation
|
|
At 1 January 2022
|
1,524
|
At 31 December 2022
|
1,524
|
At 31 December 2023
|
1,524
|
|
Computer equipment
|
|
£
|
ACCUMULATED DEPRECIATION AND
IMPAIRMENT
|
|
At 1 January 2022
|
1,045
|
Charge for the year
|
205
|
At 31 December 2022
|
1,250
|
Charge for the year
|
205
|
At 31 December 2023
|
1,455
|
Net book value
|
|
At 31 December 2022
|
274
|
At 31 December 2023
|
69
|
11. INTANGIBLE
ASSETS
Group
|
Australia Exploration
Costs
£
|
|
Pakistan Project
Costs
£
|
|
Total
£
|
COST
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
809,697
|
|
4,593,369
|
|
5,403,066
|
|
|
|
|
|
|
Additions ‑ external
|
238,225
|
|
140,718
|
|
378,943
|
|
|
|
|
|
|
Foreign exchange movement
|
26,318
|
|
(204,697)
|
|
(178,379)
|
|
|
|
|
|
|
At
31 December 2022
|
1,074,240
|
|
4,529,390
|
|
5,603,630
|
|
|
|
|
|
|
Additions ‑ external
|
37,754
|
|
61,806
|
|
99,560
|
|
|
|
|
|
|
Foreign exchange movement
|
(9,111)
|
|
(336,191)
|
|
(345,302)
|
|
|
|
|
|
|
At
31 December 2023
|
1,102,883
|
|
4,255,005
|
|
5,357,888
|
|
Australia
Exploration Costs
|
Pakistan
Project Costs
|
Total
|
|
£
|
£
|
£
|
ACCUMULATED AMORTISATION AND
IMPAIRMENT
|
|
|
|
At 1 January 2022
|
-
|
-
|
-
|
Impairment charge
|
579,727
|
-
|
579,727
|
Foreign exchange movement
|
607
|
-
|
607
|
|
|
|
|
At 31 December 2022
|
580,334
|
-
|
580,334
|
|
|
|
|
Impairment charge
|
18,516
|
|
18,516
|
Foreign exchange movement
|
(17)
|
-
|
(17)
|
At 31 December 2023
|
598,833
|
-
|
598,833
|
Net book value
|
|
|
|
At 1 January 2022
|
809,697
|
4,593,369
|
5,403,066
|
At 31 December 2022
|
493,906
|
4,529,390
|
5,023,296
|
At 31 December 2023
|
504,050
|
4,255,005
|
4,759,055
|
The Group's Australia Exploration
costs of £504,050 (2022: £493,906) and Pakistan Project Costs of
£4,255,005 (2022: £4,529,390) are currently being carried forward
at net book value in the financial statements. The Group will need
to raise funds to reach financial close on both projects. Financial
close involves the raising of finance, potentially both debt and
equity for the construction and start-up of a future mine and the
proposed construction of a power plant. If the Group is ultimately
unable to raise such finance, some of the assets may require
impairment.
|
Company
|
Australia Exploration
Costs
|
Pakistan Project
Costs
|
Total
|
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
COST
|
|
|
|
|
|
|
|
At 1 January 2022
|
626,458
|
3,352,393
|
3,978,851
|
|
|
|
|
At
31 December 2022
|
626,458
|
3,352,393
|
3,978,851
|
|
|
|
|
At
31 December 2023
|
626,458
|
3,352,393
|
3,978,851
|
|
Australia Exploration
Costs
|
Pakistan Project Costs
|
Total
|
|
£
|
£
|
£
|
ACCUMULATED AMORTISATION AND
IMPAIRMENT
|
|
|
|
At 1 January 2022
|
-
|
-
|
-
|
Impairment charge
|
313,229
|
-
|
313,229
|
At 31 December 2022 and
2023
|
313,229
|
-
|
313,229
|
Net book value
|
|
|
|
At 1 January 2022
|
626,458
|
3,352,393
|
3,978,851
|
At 31 December 2022
|
313,229
|
3,352,393
|
3,665,622
|
At 31 December 2023
|
313,229
|
3,352,393
|
3,665,622
|
An impairment charge of £nil (2022:
£313,229) was recognised in the year by the Company. During the
2022 financial year, the Directors reviewed the Australia
Exploration costs asset and following the receipt of geology
reports commissioned by the Company which indicated insufficient
potential gold levels in the Jundee East tenement, the Company
determined the recoverable amount of the exploration costs on this
project to be zero based on the expectation of no cash inflows.
The Company's remaining Australia Exploration costs of £313,229
(2022: £313,229) and Pakistan Project Costs of £3,352,393 (2022:
£3,352,393) are currently being carried forward at net book value
in the financial statements. The Group will need to raise funds to
reach financial close on both projects. Financial close involves
the raising of finance, potentially both debt and equity for the
construction and start-up of a future mine and the proposed
construction of a power plant. If the Group is ultimately unable to
raise such finance, some of the assets may require
impairment.
|
12.
INVESTMENTS
Company
|
|
|
Shares in
group
undertakings
|
Cost and Net Book
Value
|
|
At 1 January
2022
|
3,703,047
|
Disposals
|
(804,516)
|
At 31 December 2022 and
2023
|
2,898,531
|
The Company's investments at the
Statement of Financial Position date in the share capital of
companies include the following:
Subsidiaries
Sindh Carbon Energy
Limited
Registered office: 44/2, Street B‑6, Phase V, Off Khyaban e
Shaheen, Defense Housing Authority, Karachi, Pakistan.
Nature of business: Coal exploration and mining.
Class of
shares
|
%
holding
|
Ordinary shares of Rs 10
each
|
100
(2022:100)
|
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Aggregate capital and
reserves
|
547,450
|
617,279
|
Loss for the year
|
69,829
|
-
|
The subsidiary company was
incorporated in Pakistan on 23 January 2007 for the exploration and
future extraction of coal in Pakistan. Oracle Power PLC
agreed to acquire 80% of the ordinary share capital of the company
at par, fully paid in cash.
On 14 March 2016 Oracle Power PLC took up a rights issue to acquire
a further 9,000,000 ordinary shares of the company at par for
consideration of £603,141. The acquisition was settled through a
reduction of the inter‑company loan and increased the holding in
the subsidiary to 98%.
On 12 March 2018 Oracle Power PLC acquired the remaining 2% of
Sindh Carbon Energy Limited. This was acquired via a share for
share exchange whereby Oracle Power PLC issued 95,652,174 shares in
exchange for the remaining 199,999 ordinary shares of Sindh Carbon
Energy Limited.
The investment in share capital for the 100% holding amounts to
£2,867,256 (2022: £2,867,256).
Thar Electricity (Private) Limited
Registered office: PIA Building, 3rd Floor, 49, Blue Area, Fazlul
Haq Road, Islamabad, Pakistan
Nature of business: Energy production
Class of
shares
|
%
holding
|
Ordinary shares of Rs 10
each
|
100 (2022:
100)
|
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Aggregate capital and
reserves
|
(248,292)
|
(150,639)
|
Loss for the
year
|
(31,727)
|
(9,318)
|
The subsidiary company was
incorporated in Pakistan on 17 June 2015 for the future generation
of electricity in Pakistan. Oracle agreed to acquire 100% of
the ordinary share capital of the company at par, fully paid in
cash.
The investment in share capital for the 100% holding amounted to
£31,075 (2022: £31,075).
Oracle Gold Limited
Registered office: Tennyson House, Cambridge Business Park,
Cambridge, England, CB4 0WZ
Nature of business: Administration and financial support
Class of
shares
|
%
holding
|
Ordinary shares of £1
each
|
100 (2022:
100)
|
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Aggregate capital and
reserves
|
100
|
100
|
The subsidiary company was
incorporated on 29 October 2020 but has not yet commenced trading
and had no profit or loss for the year (2022: Nil).
The investment in share capital for the 100% holding amounted to
£100 (2022 £100).
The Company has guaranteed all
outstanding liabilities of the subsidiary company as at 31 December
2023. The subsidiary company has taken an exemption from
preparing and filing accounts as per the provisions of
Section 394a-c and Section 448a-c of the Companies Act
2006.
Oracle Gold Resources Limited
Registered office: Tennyson House, Cambridge Business Park,
Cambridge, England, CB4 0WZ
Nature of business: Administration and financial support
Class of
shares
|
%
holding
|
Ordinary shares of £1
each
|
100 (2022:
100)
|
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Aggregate capital and
reserves
|
100
|
100
|
The subsidiary company was
incorporated on 29 October 2020 but has not yet commenced trading
and had no profit or loss for the year (2022: Nil).
The investment in share capital for the 100% holding amounted to
£100 (2022 £100).
The Company has guaranteed all outstanding liabilities of the
subsidiary company as at 31 December 2023.The subsidiary company
has taken an exemption from preparing and filling accounts as per
the provision of Section 394a- and Section 448a-c of
the Companies Act 2006.
Oracle Gold Pty Limited
Registered office: Suite 23, 513 Hay Street, Subiaco, WA 6008
Nature of business: Gold exploration and mining
Class of
shares
|
%
holding
|
Ordinary shares of AUD $1
each
|
100 (2022:
100)
|
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Aggregate capital and
reserves
|
(476,843)
|
(408,685)
|
Loss for the
year
|
(88,831)
|
(317,715)
|
The subsidiary company was
incorporated in Australia on 16 November 2020 for the exploration
and potential future extraction of gold. On the same date, Oracle
acquired licences to operate two gold projects in Western
Australia. These projects are managed and operated by the company.
The acquisition of the projects was satisfied by way of a cash
payment of £90,000 by the parent company, Oracle, and the issue of
42,857,143 new ordinary shares of 0.1 pence and warrants to
potentially subscribe for a further 42,857,143 Ordinary Shares in
Oracle exercisable at a price of 1.1p each.
The investment in share capital for the 100% holding amounted to
£0.56 (2022: £0.56).
13. INVESTMENTS IN
ASSOCIATES
Company
|
|
|
Shares in
associate undertakings
|
Cost
|
£
|
At 1 January
2022
|
|
Additions
|
668,782
|
At 31 December
2022
|
668,782
|
Additions
|
63,324
|
At
31 December 2023
|
732,106
|
The Company's investments at the
Statement of Financial Position date in the share capital of
associate companies include the following:
Associates
Oracle Energy Limited
Registered office: House No 91, Shahrah‑E‑Iran, Block 5 Clifton,
Karachi, Saddar Town, Karachi South, Sindh
Nature of business: Energy production
Class of
shares
|
%
holding
|
Ordinary shares of Rs 10
each
|
30
(2022:30)
|
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Aggregate capital and
reserves
|
1,819,876
|
2,130,313
|
Loss for
year
|
(7,820)
|
(3,945)
|
The associate company was
incorporated in Pakistan on 19 November 2022 for the future
generation of power.
The investment in share capital for the 30% holding amounted to
£726,848 (2022: 30% £662,007).
Oracle Energy FZCO Limited
Registered office: FD‑172.0, Floor No. 18, Sheikh Rashid Tower,
Dubai World Trade Centre, Dubai, United Arab Emirates
Nature of business: Energy production
Class of
shares
|
%
holding
|
Ordinary shares of AED 1,000
each
|
30 (2022: 30%)
|
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Aggregate capital and
reserves
|
16,491
|
22,626
|
Loss for
year
|
(5,057)
|
(42)
|
The associate company was
incorporated on 5 October 2022.
The investment in share capital for the 30% holding amounted to
£6,788 (2022: £6,788).
Summarised financial information in
respect of each of the Group's material associates is set out
below.
The summarised financial information below represents amounts in
associates' financial statements
prepared in accordance with IFRS Accounting Standards.
|
Oracle Energy
Ltd
|
|
Oracle Energy
Ltd
|
|
Oracle Energy FZCO
Ltd
|
|
Oracle Energy FZCO
Ltd
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
£
|
|
£
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
Current assets
|
301,488
|
|
1,996,832
|
|
3,377
|
|
3,316
|
Non‑current assets
|
2,097,536
|
|
133,482
|
|
655,171
|
|
369,693
|
Current liabilities
|
(18,897)
|
|
(17,078)
|
|
(642,057)
|
|
(350,383)
|
Non-current
liabilities
|
(560,252)
|
|
-
|
|
|
|
|
|
1,819,875
|
|
2,113,236
|
|
16,491
|
|
22,626
|
Equity attributable to owners of the
associate
|
1,273,913
|
|
1,451,229
|
|
11,544
|
|
15,838
|
Non‑controlling interest
|
545,962
|
|
662,007
|
|
4,947
|
|
6,788
|
|
|
|
|
|
|
|
|
|
1,819,875
|
|
2,113,236
|
|
16,491
|
|
22,626
|
(Loss)/profit for the
year
|
(8,071)
|
|
(3,945)
|
|
5,057
|
|
40
|
The non‑controlling interest shown
in the table above comprises the Group's interest in the associated
undertaking.
There is no significant restriction
on the ability of associates to transfer funds to the Group in form
of
cash dividends, or to repay loans or advances made by the
Group.
14.
LOANS AND OTHER FINANCIAL
ASSETS
Group
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Financial assets
|
407,291
|
425,070
|
Loans to associate
undertakings
|
311,733
|
155,009
|
|
719,024
|
580,079
|
The financial asset of £407,291
(2022: £425,070) represents the cash used to collateralise a
performance guarantee for US$500,000 issued in favour of the
Director General, Coal Mines Development Department to cover
company obligations under its mining lease. The guarantee was
originally valid up to the earliest of the date commercial
operations begin, three years from the date of issue, or 2 February
2018. This was last extended to 31 January
2024. Post year end, the Company has
decided not to renew the bank guarantee and this cash balance has
been returned to the Company.
Group
|
Loans to associate
undertakings
|
|
2023
|
|
2022
|
|
£
|
|
£
|
|
|
|
|
At 1 January 2023
|
155,009
|
|
-
|
New in year
|
210,924
|
|
180,794
|
Impairment
|
(54,200)
|
|
(25,785)
|
|
|
|
|
At
31 December 2023
|
311,733
|
|
155,009
|
Company
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Loans to group
undertakings
|
2,238,299
|
2,035,196
|
Loans to associate
undertakings
|
281,196
|
144,952
|
Financial assets
|
407,291
|
425,070
|
|
|
|
|
2,926,786
|
2,605,218
|
Company
|
Loans to Group
undertakings
|
Loans to associate
undertakings
|
|
£
|
£
|
At 1 January 2022
|
1,616,597
|
-
|
New in year
|
681,928
|
170,737
|
Impairment
|
(275,677)
|
(25,785)
|
Exchange differences
|
12,348
|
|
|
|
|
31 December 2022
|
2,035,196
|
144,952
|
New in year
|
630,840
|
190,444
|
Impairment
|
(396,726)
|
(54,200)
|
Exchange differences
|
(31,011)
|
-
|
|
|
|
31 December 2023
|
2,238,299
|
281,196
|
Company
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Financial
assets
|
407,291
|
425,070
|
Included in the loans to Group
undertakings shown above, during the period Oracle Power PLC made
loans to its subsidiaries totalling £nil (2022: £157,094) to Sindh
Carbon Energy Limited, £67,636 (2022: £203,677) to Thar Electricity
(Private) Limited and £14,907 (2022: £321,156) to Oracle Gold Pty
Limited. Included in the loans made was a reclassification of
interest from current assets of £nil (2022: £240,225).
The amounts outstanding at the statement of financial position date
were £1,078,588 (2022: £1,282,266) due from Sindh Carbon Energy
Limited, £585,633 (2022: £535,675) due from Thar Electricity
(Private) Limited, of which £31,753 is denoted in USD of $42,980
and £585,262 (2022: £584,654) due from Oracle Gold Pty Limited.
Interest accrues on a daily basis at a rate of 1% over the Bank of
England base rate. The loans are unsecured and although they are
repayable on demand, they are unlikely to be repaid until the
project becomes successful and the subsidiaries start to generate
revenues. The loans were reviewed for impairment and an impairment
charge of £396,792 (2022: £275,677) was recognised in the
year.
15. TRADE AND OTHER RECEIVABLES
|
Group
|
Group
|
Company
|
Company
|
|
2023
|
2022
|
2023
|
2022
|
|
£
|
£
|
£
|
£
|
Current:
|
|
|
|
|
Other
receivables
|
7,751
|
127
|
7,751
|
-
|
VAT
|
20,707
|
17,156
|
19,415
|
15,233
|
Prepayments and accrued
income
|
18,451
|
27,786
|
16,683
|
25,498
|
|
|
|
|
|
|
46,909
|
45,069
|
43,849
|
40,731
|
16.
CALLED UP SHARE CAPITAL
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Allotted, issued and fully
paid
|
|
|
4,735,415,387 (2022:
3,078,297,740)
|
3,745,415
|
3,078,297
|
The shares issued during the year
were as follows:
Date issued
|
Class of shares
allotted
|
Number of shares
allotted
|
Nominal value of each
share
|
Amount paid (including share
premium) on each share
|
10 February 2023
|
Ordinary
|
294,117,647
|
0.1p
|
0.170p
|
27 June 2023
|
Ordinary
|
363,000,000
|
0.1p
|
0.100p
|
30 October 2023
|
Ordinary
|
1,000,000,000
|
0.001p
|
0.035p
|
On 4 October 2023, the Company
completed a share reorganisation and each ordinary share of 0.1p
was replaced with a new ordinary share of 0.001p and a deferred
share of 0.099 pence.
The number of shares in issue is
summarised as follows:
|
2023
|
2022
|
|
No.
|
No.
|
|
|
|
At 1
January
|
3,078,297,740
|
2,650,325,712
|
Issued during the
year
|
1,657,117,647
|
427,972,028
|
|
|
|
At 31
December
|
4,735,415,387
|
3,078,297,740
|
At 31 December 2023, the total
warrants in issue were 113,544,706 (2022: 250,000,000) comprising
warrants issued to brokers (see note 23).
17.
RESERVES
The following is a description of
each of the reserve accounts that comprise equity shareholders'
funds:
Share premium
The share premium comprises the
excess value recognised from the issue of ordinary shares at
par.
Share scheme reserve
Cumulative fair value of warrants
charged to the statement of comprehensive income net of transfers
to the profit and loss reserve on exercised and cancelled/lapsed
warrants.
Foreign exchange reserve
Cumulative gains and losses on
translating the net assets of overseas operations to the
presentation currency.
Retained earnings
Retained earnings comprise the
Group's cumulative accounting profits and losses since
inception.
18. TRADE AND OTHER
PAYABLES
|
GROUP
|
GROUP
|
COMPANY
|
COMPANY
|
|
2023
|
2022
|
2023
|
2022
|
|
£
|
£
|
£
|
£
|
Current
|
|
|
|
|
Trade
payables
|
71,282
|
118,808
|
56,732
|
113,560
|
Other
payables
|
9,015
|
12,329
|
8,855
|
12,091
|
Accruals and deferred
income
|
66,268
|
71,897
|
57,411
|
50,310
|
|
|
|
|
|
|
146,565
|
203,034
|
122,998
|
175,961
|
19. LEASING
AGREEMENTS
Expense and net cash outflow
incurred under leasing agreements
Group
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Short term
leases
|
9,008
|
35,584
|
|
|
|
|
9,008
|
35,584
|
|
|
|
Company
|
-
|
-
|
Short term
leases
|
8,663
|
35,584
|
|
|
|
|
8,663
|
35,584
|
20. FINANCIAL RISK
MANAGEMENT
The carrying value of the Group's
financial assets and liabilities at the balance sheet date of the
year under review are categorised as follows:
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Financial assets ‑ at amortised
cost
|
|
|
Cash and bank
balances
|
203,526
|
150,905
|
Receivables denominated in foreign
currency
|
407,291
|
425,070
|
|
|
|
Financial liabilities ‑ at amortised
cost
|
|
|
Trade and other
payables
|
80,297
|
125,913
|
The main purpose of these financial
instruments is to finance the Group's operations. The Board
regularly reviews and agrees policies for managing the level of
risk arising from the Group's financial instruments as summarised
below.
a) Market Risk
Market risk is the risk that changes in market prices, such as
commodity prices, foreign exchange rates, interest rates and equity
prices will affect the Group's income or value of its holdings in
financial instruments.
i) Foreign Exchange
Risk
The Group operates internationally and is exposed to foreign
exchange risk arising from currency exposures. The Group is exposed
to currency risk on cash and cash equivalents, loans, receivables
and payables that are denominated in currencies other than sterling
which is the functional currency of the Group.
The Group's net exposure to foreign currency risk at the reporting
date is as follows:
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Pakistan
Rupees
|
(4,489)
|
(6,756)
|
US
Dollars
|
392,696
|
413,169
|
Australian
Dollars
|
(1,952)
|
(4,751)
|
|
|
|
|
386,255
|
401,662
|
The Directors have reviewed
historical exchange rates and consider that a 10 percent weakening
of sterling against the US Dollar or Australian Dollar would be a
reasonable basis for sensitivity analysis. By the same method
the Directors consider that a 50% weakening of sterling against the
Pakistan Rupee would be a reasonable basis for sensitivity
analysis. A 10% weakening of sterling against the US Dollar
or Australian Dollar at 31 December 2023 and a 50% weakening
against the Pakistan Rupee would increase net profit before
tax by approximately £35,000 (2022: £40,000).
Differences that arise from the translation of these foreign
currency cash equivalents and loans to sterling at the year‑end
rates are recognised in other comprehensive income in the year and
the cumulative effect as a separate component in equity. The Group
does not hedge this translation exposure in profits and equity.
ii) Interest Rate Risk
The Group has interest bearing accounts and has earned interest
income of £17,186 (2022: £12,467) in the year. Given the level of
interest income earned in the year, interest rate risk is not
considered to be material to the Group.
b) Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet
its financial obligations as they fall due. The Group's policy
throughout the year has been to ensure that it has adequate
liquidity to meet its liabilities when due by careful management of
its working capital.
The following tables illustrate the contractual maturity profiles
of its financial liabilities, all of which are repayable within one
year, as at 31 December:
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Maturity up to one
year:
|
|
|
Trade and other
payables
|
80,297
|
131,137
|
c)
Fair Values of Financial Assets and Liabilities
The carrying value of all financial assets and liabilities in the
financial statements approximate their fair values.
Loss allowance
d)
Credit Risk
Credit risk refers to the risk that a counterparty will default on
its contractual obligations resulting in financial loss to the
Group. The maximum exposure to credit risk at the reporting date to
recognised financial assets is the carrying amount, net of any
provisions for impairment of those assets, as disclosed in the
statement of financial position and notes to the financial
statements. The Group does not hold any collateral. Credit risk in
relation to cash held with financial institutions is considered
low, given the credit rating of these institutions.
The Group's principal financial assets are the cash and cash
equivalents and taxation receivable as recognised in the statement
of financial position, and which represent the Group's maximum
exposure to credit risk in relation to financial assets. At
the year end the Group held £203,526 (2022: £150,905) cash and cash
equivalents; £407,291 (2022: £425,070) other financial assets held
with financial institutions; and £20,805 (2022: £17,284) taxation
receivable. The Group's financial assets are considered to be
of a high credit rating.
At the year end, the Company held £192,574 (2022: £137,291) cash
and cash equivalents; £407,291 (2022: £425,070) other financial
assets held with financial institutions; and £19,415 (2022:
£15,233) taxation receivable. These financial assets are
considered to be of a high credit rating.
The Company has made unsecured loans to its subsidiaries of
£1,078,588 (2022: £1,282,266) to Sindh Carbon Energy Limited,
£585,633 (2022: £535,675) to Thar Electricity (Private) Limited and
£585,262 (2022: £584,654) to Oracle Gold Pty Limited. During the
2023 financial year, interest previously reported in current assets
was reclassified against the loans and shown in the balances above,
total £240,225 (2022: £240,225). Although they are repayable
on demand, they are unlikely to be repaid until the projects are
successful and the subsidiaries start to generate revenue. The
Company considers the loans are of a lower credit rating. The
loans were assessed for impairment and an impairment charge of
£396,792 (2022: £275,677) was recognised in the
year.
The Company has made unsecured loans
to its associates of £335,396 (2022: £168,613) to Oracle Energy
FZCO Limited. Although the loan is repayable on demand, it is
unlikely to be repaid until the projects are successful and the
associate starts to generate revenue. The Company considers that
the loan is of a lower credit rating. The loan was assessed
for impairment and an impairment charge of £54,200 (2022: £25,785)
was recognised in the year.
The Company assessed impairment by considering a range of future
interest rates between 1% and 5.25%, and potential periods until
the loans are able to be repaid between 1 and 10
years. The
Directors considered the most likely scenario was an interest rate
of 3.38% and a 5‑year repayment period (2022: 3.13% and 5
years). The movement in the loss allowance in the year was an
increase of £57,742 from £393,184 in 2022 to £450,926 in
2023. The reason for the increase in the provision was due to
the increase in the size of the loans and an increase in the Bank
of England Base Rate.
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Gross carrying
value
|
2,970,321
|
2,573,333
|
Opening loss
allowance
|
393,184
|
91,722
|
Movement in allowance for
period
|
57,742
|
301,462
|
|
|
|
Closing loss
allowance
|
450,926
|
393,184
|
Assessed interest rate
risk
|
3.38%
|
3.38%
|
Years until cash
realised
|
5
|
5
|
Capital Management
The Company's capital consists wholly of ordinary shares, together
with their associated share premium. The Board's policy is to
preserve a strong capital base in order to maintain investor,
creditor and market confidence and to safeguard the future
development of the business, whilst balancing these objectives with
the efficient use of capital.
21. CONTINGENT
LIABILITIES
On 3 February 2015, a performance
guarantee for US$500,000, secured by a deposit from the Company,
was issued by a third-party bank in favour of the Director General
of the Coal Mines Development Department to cover potential
obligations under the mining lease. This bank guarantee has been
extended annually and, during 2023, was extended to 31 January
2024. Post year end, the Company has decided not to renew the bank
guarantee which means that any potential obligations under the
mining lease are now all directly with the Company.
22. RELATED PARTY
DISCLOSURES
During the year, Oracle Power PLC
accrued interest of £61,258 (2022: £27,414) in respect of loans
totalling £1,078,588 (2022: £1,078,588) made to Sindh Carbon Energy
Limited, £31,740 (2022: £11,930) in respect of loans totalling
£585,633 (2022: £513,427) made to Thar Electricity (Private)
Limited and £35,263 (2022: £13,001) in respect of loans totalling
£585,262 (2022: £570,355) made to Oracle Gold Pty Limited, and
£19,502 (2022: £2,125) in respect of loans totalling £335,396
(2022: £178,669) to its associated undertaking Oracle Energy FZCO
Limited.
At the Statement of Financial Position date, the total interest
outstanding amounted to £264,935 (2022: £196,089) for Sindh Carbon
Energy Limited, £53,988 (2022: £22,248) for Thar Electricity
(Private) Limited and £49,562 (2022: £14,299) for Oracle Gold Pty
Limited, and £21,627 (2022: £2,125) for Oracle Energy FZCO Limited.
The loans due from Sindh Carbon Energy Limited, Thar Electricity
(Private) Limited, Oracle Gold Pty Limited, and Oracle Energy FZCO
Limited were reviewed for impairment and an impairment charge of
£29,327 (2022: £301,462) was recognised in the year. Total
impairment charge to date amounts to £396,792 (2022: £393,184).
Oracle Power PLC owes £nil (2022: £nil) to its subsidiary Revive
Financial Limited in respect of a loan. The loan is interest free
and is repayable within 30 days of receiving a written notice
demanding repayment.
Revive Financial Limited forgave its
loan to Oracle and was voluntarily dissolved on 26 April 2023.
During the year the Company shared
an office with Sion Hall Family Office Ltd, an entity of which Mark
Steed was also a director, and paid ad-hoc charges of £8,663 (2022:
£34,500).
Key management personnel
compensation
The Directors and key management
personnel of the Group during the year were follows:
Mr M W Steed (Non‑Executive Director and Chairman)
Ms N Memon (Chief Executive Officer)
Mr D Hutchins (Non‑Executive Director)
Mr N Lee (Company Secretary)
Details of directors' compensation
are disclosed in the Remuneration Report included in the Directors
Report. In addition, the Company Secretary, Nicholas Lee,
received a salary of £55,000 (2022: £55,000).
Key management personnel equity holdings
Details of key management personnel beneficial interests in the
fully paid ordinary shares of the Company are disclosed in the
Directors Report.
23. SHARE BASED PAYMENT TRANSACTIONS
The Company has a share warrant
programme that entitles the holders to purchase shares in the
Company with the warrants exercisable at the price determined at
the date of granting the warrant. The terms and conditions of the
grants active in the year are that there are no vesting conditions
to be met and all warrants are to be settled by the issue of
shares.
The number and weighted average
exercise prices of share warrants are as follows:
|
Weighted
average exercise price 2023
|
Number of
warrants 2023
|
Weighted
average exercise price 2022
|
Number of
warrants 2022
|
Outstanding at 1 January
|
-
|
-
|
0.43p
|
5,882,352
|
Expired during the period
|
-
|
-
|
0.43p
|
(5,882,352)
|
Granted during the period
|
0.35p
|
113,544,706
|
|
-
|
Outstanding at 31
December
|
0.35p
|
113,544,706
|
|
-
|
Exercisable at 31
December
|
0.35p
|
113,544,706
|
|
-
|
The weighted average contractual
life remaining at the year end was 1.5 years (2022: nil
years).
During the year 113,544,706 (2022: nil) were granted, no relevant
share warrants were exercised (2022: nil) and no share warrants
expired during the year (2022: 5,882,352).
There is no expense for the year (2022: nil) for services received
in respect of equity settled share‑based payment
transactions.
24. EVENTS AFTER THE REPORTING PERIOD
Since the reporting date, the
Company has entered into the following reportable
transactions.
On 9 April 2024, the Company secured
an exclusive option to potentially acquire 100% of a copper and
silver project in Australia - the Blue Rock
Valley Copper and Silver Project (the "Project"), located in the
Ashburton Basin in the northwest region of Western Australia (the
"Transaction"). The option comprised an initial £30,000 fee payable
by the issue of 136,986,301 new ordinary
shares of 0.001p each in the Company, and if the Company exercised
the option, a further £200,000 payable, through the issue of a
further 913,242,009 new Ordinary Shares (the "Consideration
Shares"), determined using the Five-Day VWAP prior to the signing
of the option and sale and purchase agreement.
On 14 May 2024, the Company
announced that it had raised £300,000 by
way of a subscription for 1,666,666,667 new ordinary shares of
0.001 pence each in the capital of the Company ("Ordinary Shares") (the "Subscription Shares") at a price
of 0.018 pence per share (the "Subscription Price") (the "Subscription"). Pursuant to the terms
of the Subscription, the subscriber received one warrant for each
Subscription Share, exercisable at a price of 0.032 pence per
Ordinary Share and expiring on 17 May 2025. The Subscription was
taken up by a single new institutional investor.
On 11 June 2024, the Company
exercised the option to
acquire 100% of the Blue Rock Valley Copper
and Silver Project by paying £200,000,
settled by the issue of 913,242,009 new Ordinary Shares determined
using the Five-Day VWAP prior to the signing of the option and sale
and purchase agreement described above.
25. NOTES SUPPORTING STATEMENT OF CASH
FLOW
Group
|
2023
£
|
2022
£
|
Cash at bank available on
demand
|
28,431
|
32,795
|
Short‑term deposits
|
175,095
|
118,110
|
CASH AND CASH EQUIVALENTS IN THE
STATEMENT OF FINANCIAL POSITION
|
203,526
|
150,905
|
CASH AND CASH EQUIVALENTS IN THE
STATEMENT OF CASH FLOWS
|
203,526
|
150,905
|
Company
|
2023
£
|
2022
£
|
Cash at bank available on
demand
|
17,479
|
19,181
|
Short‑term deposits
|
175,095
|
118,110
|
CASH AND CASH EQUIVALENTS IN THE
STATEMENT OF FINANCIAL POSITION
|
192,574
|
137,291
|
|
|
|
CASH AND CASH EQUIVALENTS IN THE
STATEMENT OF CASH FLOWS
|
192,574
|
137,291
|
26. RECONCILIATION OF
CHANGES IN LIABILITIES ARISING FROM FINANCING
ACTIVITIES
Group
|
|
|
|
|
|
|
|
|
|
|
Trade and
|
|
|
|
|
|
other
|
|
|
|
|
|
payables
|
|
|
|
|
|
£
|
Balance at 1 January 2022
|
|
|
|
|
170,321
|
Cash flows
|
|
|
|
|
32,713
|
Non‑cash changes
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2022
|
|
|
|
|
203,034
|
Cash flows
|
|
|
|
|
(31,418)
|
|
|
|
|
|
|
Balance at 31 December 2023
|
|
|
|
|
171,616
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
|
Trade and other
payables
|
|
Amounts owed to Group
undertakings
|
|
Total
|
|
£
|
|
£
|
|
£
|
Balance at 1 January 2022
|
105,147
|
|
804,616
|
|
909,763
|
Cash flows
|
70,814
|
|
|
|
70,814
|
Forgiveness of debt
|
|
|
(804,616)
|
|
(804,616)
|
|
|
|
|
|
|
Balance at 31 December
2022
|
175,961
|
|
|
|
175,961
|
Cash flows
|
(52,964)
|
|
|
|
(52,964)
|
Balance at 31 December
2023
|
|
|
|
|
|
|
122,997
|
|
|
|
122,997
|