Clean Invest Africa
Plc
(“CIA” or the “Company" or
the “Group”)
Consolidated Financial Statements for the
Year Ended 31 December
2023
REVIEW OF BUSINESS AND FUTURE
DEVELOPMENTS
Review of business and future
developments
Clean Land And Power System"
("CLAPS“)
The Group's
subsidiary in South Africa,
Coaltech Limited (“CoalTech”) announced on 7
August 2023, the commencement of the “Clean Land And Power
System" ("CLAPS“) project in Italy, together with its Italian partner ISS
International S.p.A. CLAPS is aiming to provide an advanced
solution to the recovery and disposal of coal dust by processing
the dust into pellets for subsequent industrial uses as a green
technology.
Applications
for the technology will target opportunities such as the one
offered in the area formerly known as ex-ILVA in Taranto (the
largest steel plant in Europe and
one of the largest in the world) and the ENEL coal thermal power
plant located in Cerano (Brindisi), where large volume of fines
deposits are stockpiled in covered and uncovered area, still
generating significant challenges for the Apulia Region from an
environmental point of view. Similar opportunities to the Company,
although at smaller scale, could also be available in the Sulcis
area in Sardinia.
On
11 July 2023, the Ministry of
Enterprise and Made in Italy,
granted the research and development project, under the Special
Revolving Fund for Technological
Innovation.
CoalTech and
ISS International Spa have entered into a Project Development
Consulting Agreement, which will generate revenue in the range of
1 million euro for CoalTech during
its involvement in the project. The main activity of the project
commenced in early 2024 and the first invoice was issued on
30 April 2024. The project is
expected to continue for another 24
months.
The above
project is part of the Framework Program for Research and
Innovation "Horizon Europe", referred to in Regulation (EU)
2021/695 of the European Parliament and of the Council of
April 28, 2021 and referred to in
Council Decision (EU) 2021/764 of May 10,
2021, which aims to strengthen the world of science and
technology in order to stimulate industrial competitiveness and
implement the objectives of sustainable development and digital and
green transition in the European
Union.
The
above-mentioned facilities have been granted to ISS International
Spa, the CoalTech Italian partner, which submitted the project
funding application on 11th May 2022.
Coaltech has been working alongside ISS International Spa, during
the preparation of the funding application, the subsequent due
diligence phase carried out by the Italian Government Authority in
association with Banca Intesa Sanpaolo, the financial institution
appointed by the Italian Government to manage the financial
disbursement of the project funding, and the submission of the
updated funding application in late April
2023.
ChisaMina Coal
Pellets
The Group's
subsidiary in South Africa, Coal
Agglomeration South Africa (Pty) Ltd (“CASA”), is preparing to
start commercial production activity at the Bulpan plant in quarter
3 of 2024 with the sale of the Chisamina Coal Pellets in the retail
market, directly and through a network of distributors, which will
initially be testing the product and eventually start full
commercial distribution, and this may have a significant positive
impact on the profitability and the cash flow of the
business.
RBM
– Ilmenite Clarifier
Sludge
CASA also
started detailed discussion with RBM (a Rio Tinto subsidiary) for
the construction of a new ilmenite clarifier sludge at RBM Minerals
in Richards Bay. This following a successful 10,000 tonnes trial
project completed in 2022, which led to the submission of a
budgetary estimate proposal in August
2022 and revised budget estimate during the following 12
months, whilst the project team was carrying out technical analysis
and design wok aiming to finalize the project configuration and the
plant layout.
CASA is now
going out to market to different suppliers, vendors and contractors
with formal requisition with the aim to finalise the project
costing and confirm the tariff to
RBM.
This project
will provide also a significant reference for the technology which
will demonstrate the application to minerals other than
coal.
The
financial results of the Group for the year ended 31 December 2023 show a loss after taxation of
£1,161,846 (2022 – restated: £236,077) while the Company's
financial results for the year ended show a loss after taxation of
£299,214 (2022:
£306,133).
Outlook
The
Directors are pleased with the progress made in this period and
look forward to continuing to update shareholders on the progress
of the Group and the potentially exciting prospects ahead, some of
which are developing at speed. Such prospects are of course
conditional upon and dependant upon the Company raising further
funding. We continue to seek new investment funding and we will
advise shareholders as these opportunities
develop.
Extract from audit
report:
“Material uncertainty related to going
concern
We draw attention to note 2 in the financial
statements, which indicates that the group incurred a net loss of
£1,161,846 during the year ended 31 December
2023. The revenue forecasted for the group is not committed
and, in the event of a shortfall in terms of timing and quantum,
the group will be required to raise additional funds by way of
either equity or debt and the receipt of these cannot be
guaranteed. As stated in note 2, these events or conditions, along
with the other matters as set forth in note 2, indicate that a
material uncertainty exists that may cast significant doubt on the
group and parent company’s ability to continue as a going concern.
Our opinion is not modified in respect of this
matter.
In auditing
the financial statements, we have concluded that the director’s use
of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the
directors’ assessment of the group and parent company’s ability to
continue to adopt the going concern basis of accounting included a
review of management’s cashflow forecasts for 12 months from the
approval of the financial statements, including corroboration of
the underlying assumptions. The audit team have assessed the
current cash balances at the date of this report and challenged
management on their assumptions made in the forecasts. Subsequent
events impacting going concern have also been
considered.”
The
Directors of the Company accept responsibility for the content of
this
announcement.
ENQUIRIES :
Clean Invest Africa
plc
Filippo Fantechi – Chief Executive
Officer: +973 3
9696273
Peterhouse Capital
Limited
+44 20 7469
0930
Consolidated Statement of Profit or
Loss
for
the year ended
31 December 2023
Restated
2023
2022
£
£
CONTINUING
OPERATIONS
Revenue
57
29,760
Cost of
sales
(130,486)
(129,444)
GROSS
LOSS
(130,429)
(99,684)
Other
operating
income
-
153,762
|
Impairment
loss |
(7,287) |
(5,564) |
Net foreign
exchange
revaluation
(96,211)
(144,881)
Administration
expenses
(897,999)
(354,456)
|
|
|
|
|
|
|
OPERATING
LOSS |
(1,131,926) |
(450,823) |
|
|
|
|
|
|
|
|
Other
gains
-
238,997
Finance
costs
(29,920)
(24,251)
|
|
|
|
|
|
|
LOSS
BEFORE INCOME TAX |
|
(1,161,846) |
(236,077) |
|
|
|
|
|
|
|
|
|
Income
tax
-
-
|
|
|
|
|
|
|
LOSS
FOR THE YEAR |
(1,161,846) |
(236,077) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
attributable to:
Owners of
the
parent
(1,161,846)
(236,077)
Basic
earnings per share
expressed
in pence per
share:
(0.06)
(0.01)
Consolidated Statement of Other Comprehensive
Income
for
the year ended
31 December 2023
Restated
2023
2022
£
£
LOSS
FOR THE
YEAR
(1,161,846)
(236,077)
OTHER COMPREHENSIVE
INCOME
Item
that will not be reclassified to profit or
loss:
Currency
translation
differences
286,423
(215,903)
|
|
|
|
|
|
|
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR |
(875,423) |
(451,980) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income attributable
to:
Owners of
the
parent
(875,423)
(451,980)
Consolidated Statement of Financial
Position
31 December 2023
Restated
Restated
2023
2022
2021
£
£
£
ASSETS
NON-CURRENT
ASSETS
Right-of-use
assets
91,997
122,552
25,230
Property, plant and
equipment
317,664
394,113
409,498
Investments
-
11,653
11,653
409,661
528,318
446,381
CURRENT
ASSETS
Inventories
2,209
-
7,120
Trade and other
receivables
3,946,397 3,983,439
3,575,497
Cash and cash
equivalents
5,508
80,222
31,253
3,954,114 4,063,661
3,613,870
TOTAL
ASSETS
4,363,775 4,591,979
4,060,251
EQUITY
SHAREHOLDERS'
EQUITY
Called up share
capital
4,838,497
4,534,658
3,000,526
Share
premium
28,732,843 28,579,597
24,990,187
Shares to be
issued
332,294
332,294
332,294
Convertible
loans
531,658
531,658
-
Share based payment
reserves
3,243,556
3,243,556
3,243,556
Currency translation
reserves
309,467
23,044
238,947
Reserve
takeover
(23,050,570) (23,050,570)
(23,050,570)
Accumulated
losses
(13,967,775) (12,805,929)
(12,569,852)
TOTAL
EQUITY
969,970 1,388,308
(3,814,912)
LIABILITIES
NON-CURRENT
LIABILITIES
|
Non-current
portion of lease liability |
|
97,574 |
122,292
12,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
Trade and other
payables
2,895,814
2,857,531
7,630,790
Convertible loan
notes
389,990
215,000
215,000
|
Current
portion of lease liability |
|
10,427 |
8,848
16,608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,296,231
3,081,379
7,862,398
TOTAL
LIABILITIES
3,393,805
3,203,671
7,875,163
TOTAL EQUITY AND
LIABILITIES
4,363,775
4,591,979
4,060,251
The
financial statements were approved by the Board of Directors and
authorised for issue on 30 June 2024
and were signed on its behalf
by:
.........................................................
F Fantechi -
Director
Company Statement of Financial
Position
31 December 2023
Restated
Restated
2023
2022
2021
£
£
£
ASSETS
NON-CURRENT
ASSETS
Investments
4,744,225
4,744,225
4,744,225
4,744,225
4,744,225
4,744,225
CURRENT
ASSETS
Trade and other
receivables
5,915,275
5,417,776
246,292
Cash and cash
equivalents
3,027
76,227
14,068
5,918,302
5,494,003
260,360
TOTAL
ASSETS
10,662,527 10,238,228
5,004,585
EQUITY
SHAREHOLDERS'
EQUITY
Called up share
capital
4,838,498
4,534,658
3,000,526
Share
premium
28,732,843 28,579,597
24,990,187
Shares to be
issued
332,294
332,294
332,294
Convertible
loans
531,658
531,658
-
Share based payment
reserves
3,243,556
3,243,556
3,243,556
Accumulated
losses
(27,796,875) (27,497,661)
(27,191,528)
TOTAL
EQUITY
9,881,974
9,724,102
4,375,035
LIABILITIES
CURRENT
LIABILITIES
Trade and other
payables
390,563
299,126
414,550
Convertible
loans
notes
389,990
215,000
215,000
TOTAL
LIABILITIES
780,553 514,126
629,550
TOTAL EQUITY AND
LIABILITIES
10,662,527 10,238,228
5,004,585
The
financial statements were approved by the Board of Directors and
authorised for issue on 30 June 2024
and were signed on its behalf
by:
.........................................................
F Fantechi -
Director
Consolidated Statement of Changes in
Equity
For
the year ended
31 December 2023
|
GBP |
Sharecapital |
Share
premium |
Shares to be
issued |
Convertible
loans |
Share-basedpayment
reserve |
Reverse takeover
reserve |
Currency
Translation
reserve |
Accumulatedlosses |
Totalequity |
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2023 (as previously
presented) |
4,534,658 |
28,579,597 |
332,294 |
746,658 |
3,243,556 |
(23,050,570) |
24,656 |
(12,733,170) |
1,677,679 |
|
Prior year adjustments
(note26) |
- |
- |
- |
(215,000) |
- |
- |
(1,612) |
(72,759) |
(289,731) |
|
1 January
2023 |
4,534,658 |
28,579,597 |
332,294 |
531,658 |
3,243,556 |
(23,050,570) |
23,044 |
(12,805,929) |
1,388,308 |
|
|
|
|
|
|
|
|
|
|
|
Loss for the
year |
- |
- |
- |
- |
- |
- |
- |
(1,161,846) |
(1,161,846) |
|
Other comprehensive
income |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
Currency translation
reserve |
- |
- |
- |
- |
- |
- |
286,423 |
- |
286,423 |
|
Total
comprehensive
income |
- |
- |
- |
- |
- |
- |
286,423 |
(1,161,846) |
(875,423) |
|
Interest bearing
loans and borrowings
during the
year |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
Shares issued
during the
year |
303,839 |
153,246 |
- |
- |
- |
- |
- |
- |
457,085 |
|
Total transactions with owners recognised in
equity |
303,839 |
153,246 |
- |
- |
- |
- |
- |
- |
457,085 |
|
Balance as
at 31 December
2023 |
4,838,497 |
28,732,843 |
332,294 |
531,658 |
3,243,556 |
(23,050,570) |
309,467 |
(13,967,775) |
969,970 |
Consolidated Statement of Changes in
Equity
For
the year ended
31 December 2023
|
GBP |
Sharecapital |
Share
premium |
Shares to be
issued |
Convertible
loans |
Share-basedpayment
reserve |
Reverse takeover
reserve |
Currency
Translation
reserve |
Accumulatedlosses |
Totalequity |
|
|
Balance at 1 January 2022 (as previously
presented) |
3,000,526 |
24,990,187 |
332,294 |
215,000 |
3,243,556 |
(23,050,570) |
238,947 |
(12,569,852) |
(3,599,912) |
|
Prior year adjustments
(note26) |
- |
- |
- |
(215,000) |
- |
- |
- |
- |
(215,000) |
|
1 January
2022 |
3,000,526 |
24,990,187 |
332,294 |
- |
3,243,556 |
(23,050,570) |
238,947 |
(12,569,852) |
(3,814,912) |
|
|
|
|
|
|
|
|
|
|
|
Loss for the
year |
- |
- |
- |
- |
- |
- |
- |
(236,077) |
(236,077) |
|
Other comprehensive
income |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
Currency translation
reserve |
- |
- |
- |
- |
- |
- |
(215,903) |
- |
(215,903) |
|
Total
comprehensive
income |
- |
- |
- |
- |
- |
- |
(215,903) |
(236,077) |
(451,980) |
|
Interest bearing
loans and borrowings
during the
year |
- |
- |
- |
531,658 |
- |
- |
- |
- |
531,658 |
|
Shares issued
during the
year |
1,534,132 |
3,589,410 |
- |
- |
- |
- |
- |
- |
5,123,542 |
|
Total transactions with owners recognised in
equity |
1,534,132 |
3,589,410 |
- |
531,658 |
- |
- |
- |
- |
5,655,200 |
|
Balance as
at 31 December
2022 |
4,534,658 |
28,579,597 |
332,294 |
531,658 |
3,243,556 |
(23,050,570) |
23,044 |
(12,805,929) |
1,388,308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Statement of Changes in
Equity
for
the year ended
31 December 2023
|
GBP |
Sharecapital |
Share
premium |
Shares to be
issued |
Convertible
loans |
Share-basedpayment
reserve |
Accumulatedlosses |
Totalequity |
|
Balance at 1
January 2023 (as previously
presented) |
4,534,658 |
28,579,597 |
332,294 |
746,658 |
3,243,556 |
(27,497,661) |
9,939,102 |
|
Prior year
adjustments
(note26) |
- |
- |
- |
(215,000) |
- |
- |
(215,000) |
|
1 January
2023 |
4,534,658 |
28,579,597 |
332,294 |
531,658 |
3,243,556 |
(27,497,661) |
9,724,102 |
|
|
|
|
|
|
|
|
|
Loss for the
year |
- |
- |
- |
- |
- |
(299,214) |
(299,214) |
|
Other comprehensive
income |
- |
- |
- |
- |
- |
- |
- |
|
Total
comprehensive
income |
- |
- |
- |
- |
- |
(299,214) |
(299,214) |
|
Shares issued
during the
year |
303,840 |
153,246 |
- |
- |
- |
- |
457,086 |
|
Total transactions with owners recognised in
equity |
303,840 |
153,246 |
- |
- |
- |
- |
457,086 |
|
Balance as
at 31 December
2023 |
4,838,498 |
28,732,843 |
332,294 |
531,658 |
3,243,556 |
(27,796,875) |
9,881,974 |
Company Statement of Changes in
Equity
for
the year ended
31 December 2023
|
GBP |
Sharecapital |
Share
premium |
Shares to be
issued |
Convertible
loans |
Share-basedpayment
reserve |
Accumulatedlosses |
Totalequity |
|
|
Balance at 1
January 2022 (as previously
presented) |
3,000,526 |
24,990,187 |
332,294 |
215,000 |
3,243,556 |
(27,191,528) |
4,590,035 |
|
Prior year
adjustments
(note26) |
- |
- |
- |
(215,000) |
- |
- |
(215,000) |
|
1 January
2022 |
3,000,526 |
24,990,187 |
332,294 |
- |
3,243,556 |
(27,191,528) |
4,375,035 |
|
|
|
|
|
|
|
|
|
Loss for the
year |
- |
- |
- |
- |
- |
(306,133) |
(306,133) |
|
Other comprehensive
income |
- |
- |
- |
- |
- |
- |
- |
|
Total
comprehensive
income |
- |
- |
- |
- |
- |
(306,133) |
(306,133) |
|
Interest bearing loans and
borrowings |
- |
- |
- |
531,658 |
- |
- |
531,658 |
|
Shares issued
during the
year |
1,534,132 |
3,589,410 |
- |
- |
- |
- |
5,123,542 |
|
Total transactions with owners recognised in
equity |
1,534,132 |
3,589,410 |
- |
531,658 |
- |
- |
5,655,200 |
|
Balance as
at 31 December
2022 |
4,534,658 |
28,579,597 |
332,294 |
531,658 |
3,243,556 |
(27,497,661) |
9,724,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Cash
Flows
for
the year ended
31 December 2023
Restated
2023
2022
£
£
Cash
flows from operating
activities
Cash used in
operations
(770,995)
(281,347)
Interest
paid
(29,920)
(24,251)
Exchange
gains
325,894
12,457
Net cash
from operating
activities
(475,021)
(293,141)
Cash
flows from financing
activities
Payment of
lease
liabilities
(18,244)
(12,890)
Share
issue
90,000
355,000
Funding
received from related
parties
206,018
-
Payment of
related party
borrowings
14,609
-
Proceeds
from convertible loan
notes
107,924
-
Net cash
from financing
activities
400,307
342,110
|
|
|
|
|
|
|
(Decrease)/increase in cash and cash
equivalents |
(74,714) |
48,969 |
|
Cash
and cash equivalents at beginning of
year |
|
80,222 |
31,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of
year |
|
5,508 |
80,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Statement of Cash
Flows
for
the year ended
31 December 2023
2023
2022
£
£
Cash
flows from operating
activities
Cash used in
operations
(252,629)
(275,641)
Interest
paid
(18,495)
(17,200)
Net cash
from operating
activities
(271,124)
(292,841)
Cash
flows from financing
activities
Share
issue
90,000
355,000
Proceeds
from convertible loan
notes
107,924
-
Net cash
from financing
activities
197,924
355,000
|
|
|
|
|
|
|
(Decrease)/increase in cash and cash
equivalents |
(73,200) |
62,159 |
|
Cash
and cash equivalents at beginning of
year |
|
76,227 |
14,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of
year |
|
3,027 |
76,227 |
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