LIMITLESS EARTH PLC
Annual Report and Financial Statements for the year ended 31 January 2024
Company No. 08810879 (England and Wales)
LIMITLESS EARTH PLC
Contents
Company information
Reports
Page
1
Chairman's Statement
2
The Board
5
Strategic Report
6
Directors' Report
9
Statement of Directors' Responsibilities in the preparation of the Financial Statements
11
Corporate Governance Statement
12
Report of the Remuneration Committee
18
Independent Auditors' Report
19
Financial Statements
Income Statement and Statement of Comprehensive Income
Statement of Financial Position
Statement of Changes in Shareholders' Equity
Statement of Cash Flows
Notes to the Financial Statements
23
24
25
26
27
LIMITLESS EARTH PLC
Company information
Directors:
Secretary:
Company Number:
Registered Office:
Independent Auditors:
Principal Bankers:
Solicitors to the Company:
Nominated advisor:
Broker:
Registrar:
Company Website:
Guido Contessa (Chief Executive Officer)
Nilesh Jagatia (Finance Director)
Peter Jay (Non- Executive Director)
Daniele Penna (Non- Executive Director)
Nilesh Jagatia
08810879 (England and Wales)
Suite 2, Northside House, Mount Pleasant,
Barnet, Hertfordshire,
England, EN4 9EB
BBK Partnership
Statutory auditors
1 Beauchamp Court
10 Victors Way
Barnet, Herts.
ENS STZ
Barclays Bank Pie
Leicester
LEB7 288
Michelmores LLP,
48 Chancery Lane,
London,
WC2A lJF
Cairn Financial Advisers LLP,
3rd Floor, 80 Cheapside,
London,
EC2V 6EE
Peterhouse Corporate Finance Limited
3rd Floor, 80 Cheapside,
London,
EC2V 6EE
Share Registrars Ltd
3 The Millennium Centre, Farnham
Surrey GU9 7XX
www.limitlessearthplc.com
1
LIMITLESS EARTH PLC
For the year ended 31 January 2024
Chairman's statement
During the reporting period, the Company continued to strategically invest in sectors influenced by demographic trends,
focusing on areas such as cleantech, life sciences, and technology. These areas, including investments in Saxa Gres S.p.A
("Saxa Gres"), V-Nova International Ltd. ("V-Nova"), Chronix Biomedical, inc. ("Chronix"), and Exogenesis Corporation
("Exogenesis"), represent current holdings guided by the Company's investment policy. The board plans to expand these
investments, leveraging new opportunities through a specialized management team and capital raising.
Acknowledging the need for timely and strategic investments, the Board has traditionally opted for follow-on
investments in existing companies. However, it remains open to exploring and potentially investing in new opportunities
that align with the Company's investment criteria. The Company aims to ensure that any new investments are viable
and align with its established policy.
The Company's investment policy focuses on sectors where demographic shifts significantly drive growth, investing in
both quoted and unquoted securities, either directly or indirectly through partnerships, joint ventures, or individual
assets. Investments can occur at any development stage, emphasizing direct investments that may or may not involve
other investors.
Recent global events like Brexit and the COVID-19 pandemic have led to market volatility, prompting the Board to
consider co-investment opportunities through connections in family and asset wealth management. This approach is
anticipated to provide increased liquidity for exits and access to follow-on funding, which could enhance risk
management and divestment strategies.
Investments are predominantly in equity or convertible loans, and all are assessed at fair value. To determine this,
Directors review information from investee companies and publicly available data. Despite positive data, there is
insufficient evidence to adjust the fair value beyond the cost, highlighting a lack of substantial information to support
an increase or decrease in valuation.
The investments during the reporting period are:
Saxa Gres S.p.A, a turn-around circular economy company which specialises in an innovative tile production process.
The company has been successful in expanding its operations by competitor acquisitions which has enabled it to satisfy
the increasing demands for its products while attracting relevant institutional investors such as A2A S.p.A, a €4 billion
listed company which took a holding in this investment of 27.7%
The spike in global gas prices in 2022 significantly impacted operations for companies like Saxa Gres, which rely heavily
on gas for production. Multiple factors contributed to this surge in prices, including geopolitical tensions, supply chain
disruptions, and varying demand dynamics as global economies recovered from the pandemic. Saxa Gres' decision to
reshape the terms of its bonds, likely in response to the 2022 spike in gas prices and the financial strain it caused, has
resulted in a decreased market value for these bonds.
Given the need to simultaneously reduce debt and recapitalise the group, Saxa Gres has advised the market that it is
currently identifying and exploring options for the most suitable solution to achieve this result.
The company has informed the market about its exploration of various options to find a suitable solution.
This includes a potential acquisition, as indicated by a binding letter from a prominent Real Estate Asset Manager
expressing interest.
Once a definitive solution is formulated, it will be presented to bondholders for assessment and approval in accordance
with applicable laws. Given the uncertainty of these plans, Saxa Gres' board has opted for a conservative financial
strategy, marking a significant 60% reduction in investment as a fair value adjustment.
2
LIMITLESS EARTH PLC
For the year ended 31 January 2024
V-Nova International Ltd. is a London-headquartered technology company providing next-generation compression
solutions that address the ever-growing media processing and delivery challenges. As an IP software company, V-Nova
has developed an innovative video and imaging compression technology with valid proof of revenues and concept also
in relevant emerging market countries.
V-Nova's LCEVC (Low Complexity Enhancement Video Coding) is the industry's first highly optimised implementation of
MPEG-5 Part 2 Low Complexity Enhancement Video Coding (LCEVC), the codec-agnostic ISO/IEC enhancement standard
capable of providing higher quality at up to 40% lower bitrates than codecs used natively. Its unique low-complexity
design can allow for immediately accelerated encoding by up to 4 times compared to other commonly used codecs via
a simple software upgrade, producing significant transcoding cost efficiencies.
V-Nova's management has helped ensure that the company's technology is becoming an integrated world standard.
Following a fundraising round in 2021, which raised €33 million in total and included industry-relevant investors,
technical validation of V-Nova's offering continued. In the first quarter of 2022, the V-Nova MPEG-5 LCEVC was selected
for the video enhancement codec layer of Brazil's next-generation broadcast system.
Brazil's Digital Terrestrial Television System Forum (SBTVD Forum) has been working on its next-generation
broadcast/broadband solution for a while and after extensive and rigorous testing followed by agreement by the
Brazilian Ministry of Communication, Brazil's SBTVD announced the selection of technologies that will be adopted as
part of the TV3.0 Project which incorporates V-Nova's MPEG-5 LCEVC codec, the only multilayer enhancement video
codec selected.
Due to exponential video consumption growth, V-Nova's technology can materially increase energy savings, including
direct server electricity consumption. It assists in reducing hardware replacement rates and provides greater reach to
using older technology. It drives indirect savings in areas including manufacturing costs, cooling, content transmission,
storage and caching, and end-user decoding.
V-Nova rapidly expanded its footprint of reference players integrated with its MPEG-5 LCEVC technology with several
new web players.
On Revenue Generation Update the Brazilian government has announced their support to accelerate the adoption of
the new SBTVD specification, with first roll-outs - and consequently a potential revenue generation for V-Nova to start
in Ql 2025. The Board is waiting for V-Nova to sign relevant contracts in order to secure a recurring revenue stream.
From public news, new Customers are moving from support to commitment: Even more conservative parties are actively
evaluating the deployment of LCEVC The Company is then optimistic that V-Nova has reached a stage of development
where it will be able to exploit its years of hard work and, importantly, value the investments in it as it progresses
towards reaching profitability and expanding V-Nova's patented capabilities in as many verticals as possible.
In the last fundraising, V-Nova was able to reach a higher valuation as reflected by LME accounts
Chronlx Biomedical, inc. is a privately-owned biotech company founded in 1997 which specialises in simple blood tests
{liquid biopsies) for real-time monitoring of the effectiveness of cancer drugs, including immunotherapies, and rejection
of transplanted organs. The cancer test is based on a patented technology whereby Chronix can identify gains and losses
in cell free DNA that allow them to determine if a cancer therapy is working. The transplant test allows Chronix to
determine if the organ that is transplanted is being accepted or rejected, and thereby allows the physician to alter the
immunosuppressive drug regimen given to the patient.
In June 2018, Chronix signed its first commercial agreement with a large EU-based lab group. The group already
processes more than 150,000 laboratory samples daily and provides an exclusive licence for Germany, Austria,
Switzerland, and Belgium. The contract is for 15 years, and independent research analysts have estimated the net
present value of the licensing payments to Chronix over the life of the agreement to be approximately $92 million.
In April 2021, Oncocyte, a listed Nasdaq Company specialised in precision diagnostics, with the mission to improve
patient outcomes by providing personalised insights that inform critical decisions throughout the patient care journey,
bought Chronix, allowing them to use their network to distribute Chronix's products. As part of the terms of the
acquisition, Chronix's shareholders received rights to future revenues on Chronix's products sold.
In Q2 2022, Oncocyte announced that it had completed the development of its proprietary TheraSure™ Transplant
Monitoring test for liver transplant patients, marking the successful completion of the Chronix technology transfer.
Oncocyte's readiness to deploy TheraSure following the company's acquisition of Chronix Biomedical and Oncocyte's
announcement marks the first product to be launched clinically from the Chronix acquisition.
3
LIMITLESS EARTH PLC
For the year ended 31 January 2024
Oncocyte-Chronix's impact investment angle: Chronix's tests provide the opportunity for patients and healthcare
providers to avoid billions of pounds of diagnostic surgery costs, for patients to avoid invasive surgery, healthcare
providers to reduce demand on resources. Chronix's products provide for cost-effective, surgery-free treatment
monitoring which could lead to more effective care and treatments, saving money and lives.
The Company is currently awaiting detailed financial data regarding the distribution agreements and projected sales
revenue for Oncocyte Chronix products in 2025. This information is critical as it will influence the potential recovery of
the company's investment and ultimately impact the future revenue generated from these products.
Due to the delay in this year's expected product distribution, the Board has decided to take a conservative approach
and reduce the value by 38% compared to the previous year.
Exogenesis Corporation, headquartered in Massachusetts, USA, is a private, venture-capital-backed company that has
developed and is commercialising a proprietary technology to modify and control surfaces without applying a coating
or creating sub-surface damage. Exogenesis is commercialising a platform technology, NanoAccel™, using Accelerated
Neutral Atom Beam (ANAB) and Gas Cluster Ion Beam (GCIB) technologies that modify and control surfaces of materials
at a nanoscale level. The company's proprietary technologies are used for surface modification and control in a broad
range of biomedical, optical and semiconductor applications.
On Mid 2021, nanoMesh™ LLC, a subsidiary of Exogenesis Corporation, announced the formation of a Medical Advisory
Board supporting the commercial launch of the nanoMesh™ product line indicated for the repair of abdominal wall
hernias and abdominal wall deficiencies that require the addition of reinforcing material to obtain the desired surgical
result.
nanoMesh™ was commercially available in the US and possesses a unique nanometer-level surface texture, via the
application of Accelerated Neutral Atom Beam (ANAB) technology during manufacturing.
Exogenesis' impact investment angle: its technology can modify materials in order to alter their behaviour or
effectiveness or change their chemical and/or physical properties to replicate other, more expensive materials.
The Board facing Exogenesis financial challenges, has had to make tough decisions regarding its investment.
In 2023, it opted for a 50% reduction in investment values as a fair value adjustment, demonstrating a cautious approach
to Exogenesis's financial health.
By 2024, it became clear that further Exogenesis funding was not forthcoming, leading the board to impair the full
investment while holding out for potential minor revenue from the sale of residual assets.
It is the intention of the Board to seek to exit the current investments when conditions provide for a successful exit, in
order to provide funds for reinvestment. The Board looks forward to updating shareholders with further progress in
due course.
Guido Contesso
Chief Executive Officer
30July 2024
4
LIMITLESS EARTH PLC
The Board of Directors
Guido Contessa, Chief Executive Officer
Guido Contesso has over 25 years of financial experience in Banking and Asset Management having started his career
as a dealer in the Milan Stock Exchange in 1992. He then went on to become a Portfolio manager in Rominvest
Luxembourg Fund, then working as a trader at Capitalia (now Unicredit Bank) Capital Markets. He has spent the last 15
years in London in charge of origination, distribution and product design for investments for UBS AG, Barclays Bank and
Deutsche Bank. Currently Guido is the Founder and Managing Partner of EBW (East Bridge West) Capital UK, an FCA
fully regulated UK advisory company.
Nilesh Jagatia, Finance Director
Nilesh Jagatia currently serves as Finance Director of AIM quoted Inspirit Energy Holdings pie (L.INSP), and financial
services firm Global Investment strategy UK Limited and was Finance Director of a media quoted company for a period
of 5 years until July 2012. Nilesh has over 25 years of experience including senior financial roles in divisions of both
Universal Music Group and Sanctuary Group Pie. He served as a Finance Director for an independent record label that
expanded into the US. Nilesh is a qualified accountant and holds a degree in finance.
Peter Jay, Non-executive Director
Peter Jay brings with him over 40 years of experience as a solicitor specialised in corporate work and, in particular, in
public market matters and his experience also includes mergers and acquisitions and management buyouts. Peter
qualified as a solicitor in 1970 and was a partner in lngledew Brown Bennison & Garrett and then, later, in Stein Swede
Jay & Bibring. From 1998 to 2002, he was the Senior Partner of Finers Stephens Innocent moving to Beachcroft LLP in
2003 as a corporate finance partner until he resigned from the firm in 2007. He was a consultant to Beachcroft LLP for
the following 2 years. Peter Jay continues to advise companies on corporate finance matters, and he has held a number
of directorships with both private and public companies.
Daniele Penna, Non-executive Director
Daniele is a lawyer with over 20 years of experience in the capital market sector. He spent 12 years in major investment
banks (Credit Suisse and Barclays Capital) working on a wide range of structured finance transactions, Debt Capital
Market and listed business solutions across EMEA. Daniele started his career as a lawyer in Italy in 1996 at the Attorney
General Office of Italy before joining Clifford Chance law firm where he assisted for 4 years major financial institutions
on complex structured finance transactions as well as providing regulatory advice on a broad range of listed and OTC
structured products. Currently Daniele is Partner at Laytons LLP. Daniele holds a Law degree sum ma cum laude from
La Sapienza University of Rome and he is an Italian qualified barrister.
5
LIMITLESS EARTH PLC
Strategic Report
For the year ended 31 January 2024
Review of the business
A review of the business is given in the Chairman's statement on page 2. Details of the Company's investments to date
are given in note 12.
Principal risks and uncertainties
Set out below are the principal risks which we believe could materially affect the Company's ability to achieve its
objectives since admission on the AIM Market of the London Stock Exchange (AIM}. The risks are not listed in order of
significance.
Reliance on its Directors
The Company's business, development and prospects are dependent upon the continued services and performance of
its Directors. The experience and commercial relationships of the Directors help provide the Company with a
competitive edge. The Directors believe that the loss of services of any of its directors, for any reason, or failure to
attract and retain necessary personnel in the future, could adversely impact the business, development, financial
condition, results of operations and prospects of the Company.
Investors should note that none of the Directors are in any way limited (other than by their normal duties as company
directors} by way of their involvement with the Company, from acting in the management or conduct of the affairs of
any other company. Should any conflicts of interest be identified, they will be declared and dealt with appropriately.
Market conditions
Market conditions may have a negative impact on the Company's ability to execute investments in suitable entities
which generate acceptable returns. There is no guarantee that the Company will be successful in sourcing suitable
investments. The Company can give no assurance as to how long it will take it to invest any or all of its cash resources,
if at all, and the longer the period the greater the likely impact on the Company's performance and financial condition.
Costs associated with potential investments
The Company expects to incur certain third-party costs associated with the sourcing of suitable investments. The
Company can give no assurance as to the level of such costs and given that there can be no guarantee that negotiations
to acquire any given investment will be successful, the greater the number of deals that do not reach completion, the
greater the likely impact of such costs on the Company's performance, financial condition and business prospects.
Valuation error
The Company may miscalculate the realisable value of an investment in a project. A lack of reliable information, errors
in assumptions or forecasts and/or inability to successfully implement an investment, among other factors, could all
result in the project having a lower realisable value than anticipated. If the Company is not able to realise an investment
at its anticipated levels of profitability, projected investment returns could be adversely affected.
Financing
Implementation of the Investing Policy may require significant capital investment. The Company's sources of financing
currently are limited. The Company's ability to raise further funds will depend on the success of investments made. The
company may liquidate investment to service working capital and reinvestment opportunities that may arise.
The Company may not be successful in procuring the requisite funds on terms which are acceptable to it (or at all} and,
if such funding is unavailable, the Company may be required to reduce the scope of its investments or anticipated
expansion. Further, Shareholders' holdings of new share issues may be materially diluted if debt financing is not
available.
General economic climate
The Company may acquire or make investments in companies and businesses that are susceptible to economic
recessions or downturns. During periods of adverse economic conditions, these companies and businesses may
experience decreased revenues, financial losses, difficulties in obtaining access to, and fulfilling commitments in respect
of, financing and increased funding costs. Any of the foregoing could cause the value of the investment to decline. In
addition, during periods of adverse economic conditions, the Company may have difficulty accessing financial markets,
which could make it more difficult or impossible for the Company to obtain funding for additional investments and
6
LIMITLESS EARTH PLC
Strategic Report (continued)
For the year ended 31 January 2024
negatively affect the Company's net asset value and operating results. Accordingly, adverse economic conditions may
have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.
Factors that may contribute to the general economic climate include industrial disruption, interest rates and the rate of
inflation.
Early stage development
The Company may make investments in entities and assets at a relatively early stage of development. There can be no
assurances that such companies or assets will successfully develop or that the technologies they have will be suitable
for commercialisation. Such entities and assets may require the injection of further capital at a level that the Company,
or any third party, is unable or unwilling to meet. Such an outcome may have a material adverse effect on the business,
financial condition, results of operations and prospects of the Company.
Realisation and value of investments
The Company's investments may be difficult and take time to realise. It can take a period of years for the underlying
value or quality of the businesses of smaller companies, such as those in which the Company invests, to be fully reflected
in their market value and their market values are often also materially affected by general market sentiment, which can
be negative for prolonged periods.
Investments in unquoted companies are subject to a number of risks
The Company may invest in sectors where changing demographic factors are important drivers of growth. The Company
intends to focus initially on projects located in Europe but will also consider investments in other geographical regions
inter alia:
•
be highly leveraged and subject to significant debt service obligations, stringent operational and financial
covenants and risks of default under financing and contractual arrangements, which may adversely affect their
financial condition;
•
have limited operating histories and smaller market shares than larger businesses making them more vulnerable
to changes in market conditions or the activities of competitors;
•
have limited financial resources;
•
be more dependent on a limited number of management and operational personnel, increasing the impact of
the loss of any one or more individuals;
•
prove illiquid in terms of the ability to realise value; and
•
require additional capital.
All or any of these factors may have a material adverse effect on the business, financial condition, results of operations
and prospects of the Company.
Future outlook
The Chairman's Statement on page 2 gives information on the future outlook for the Company's investments.
7
LIMITLESS EARTH PLC
Strategic Report (continued)
For the year ended 31 January 2024
Key Performance Indicators (KPls)
The key performance indicators currently used by the Company are investments made to-date and cash resources. The
Company intends to establish other key performance indicators in due course once the Company has matured
sufficiently. The Company does not use and does not at present intend to use non-financial key performance indicators.
The key performance indicators are set out below:
Fair value of investments *
Cash and cash equivalents
31 January 2024
£1.248m
£0.0745m
31 January 2023
£1.150m
£0.0839m
*the valuation movement between 31 January 2024 and 31 January 2023 is attributable foreign currency
exchange movements and fair value adjustments during the reporting period.
Review of strategy and business model
The Company's strategy is to invest in sectors where changing demographic factors are important drivers of growth. The
Company intends to focus initially on projects located in Europe but will also consider investments in other geographical
regions. The Company may become an active investor, acquire controlling stakes or minority positions.
The Board regularly reviews operating and strategic risks and considers in such reviews financial and non-financial
information including:
•
a review of the business at each Board meeting, focusing on any new decisions/risks arising;
•
selection criteria of new investments; and
•
reports prepared by third parties.
Environment
The Directors consider that the nature of the Company's activities is not inherently detrimental to the environment.
Social, community, and human rights
The Board recognises that the Company has a duty to be a good corporate citizen and to respect the laws, and where
appropriate the customs and culture of the territories in which it operates. It contributes as far as is practicable to the
local communities in which it operates and takes a responsible and positive approach to employment practices.
Nilesh Jagatia
Director
30 July 2024
8
LIMITLESS EARTH PLC
Directors' Report
For the year ended 31 January 2024
The Directors present their report and the audited financial statements of Limitless Earth Pie for the year ended 31
January 2024. The Company was admitted on the London Stock Exchange's Alternative Investment Market {AIM) on 12
May 2014.
Corporate details
Limitless Earth Pie is incorporated and registered in England and Wales number 08810879. The registered office: Suite
2, Northside House, Mount Pleasant, Barnet, Hertfordshire, England, EN4 9EB.
Directors
The following Directors have held office since 31 January 2023:
Guido Contesso
Nilesh Jagatia
Peter Jay
Daniele Penna
Chief Executive Officer
Finance Director
Non-Executive Director
Non- Executive Director
In accordance with the Company's Articles of Association, directors are required to retire by rotation.
Principal activities
The principal activity is an investment company involved in seeking, investigation, making of and sale of investments.
Strategic Report
In accordance with section 414c (11) of the Companies Act 2006, the Company chooses to report the review of the
business, the future outlook and the risks and uncertainties faced by the Company in the Strategic Report on page 6.
Results and Dividends
The Company's loss from continuing activities for the period was £102,449 (2023: £475,730). There were no dividends
paid or proposed by the Company during the period (2023: £nil).
Going concern
The Directors have considered the applicability of the going concern basis in the preparation of these financial
statements. This included the review of internal budgets and financial results which show, taking into account
reasonably probable changes in financial performance that the Company should be able to operate within the level of
its current funding arrangements.
After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going
concern basis of preparation for its financial statements.
Financial risk management
The financial risk management is discussed in Note 18 of the financial statements.
Events after the reporting date
The Company announced on 31 July 2024, that it raised £150,000 by placing 10,714,286 ordinary 1 pence shares for the
placing price of 1.4 pence a share.
STATEMENT OF THE DIRECTORS IN PERFORMANCE OF THEIR STATUTORY DUTIES IN ACCORDANCE WITH s172(1)
COMPANIES ACT 2006
The Board of Limitless Earth PLC consider that they have acted in a way they consider, in good faith, would be most
likely to promote the success of the Company for the benefit of its members as a whole (having regard to the
stakeholders and matters set out in s172(1)(a-f) of the Act) in decisions taken during the year ended 31 January 2024.
Please refer to the Corporate Governance Report on pages 12 to 17.
9
LIMITLESS EARTH PLC
Statement of Directors' Responsibilities for the Financial Statements
For the year ended 31 January 2024
Directors' interest in shares
Directors' interests in the shares of the Company, including family interests, were as follows:
Director
Guido Contesso
Nilesh Jagatia
Peter Jay
Daniele Penna
Substantial shareholdings
As at 31 January
2024
Ordinary Shares of
lp each
2,489,217
As at 31 January
2023
Ordinary Shares of
lp each
2,489,217
According to notifications received, the following persons held 3% or more of the Company's Issued Share Capital on 24
July 2024.
Shareholder
Lynchwood Nominees Limited
Aurora Nominees Limited
Edgar Hernandez*
Vidacos Nominees Limited
Guido Contesso
Number of Ordinary Shares of
lp each
26,281,673
24,705,104
6,850,000
6,192,500
2,489,217
Percentage of Issued Share
Capital
38.4%
36.1%
10.0%
9.0%
3.6%
*On 30.7.24, Mr Hernandez entered into a subscription agreement with the Company, raising £150,000 via the
subscription through the issue of 10,714,286 new ordinary shares of 1 pence each in the Company at a price of 1.4p per
ordinary share. At 30.7.24 Mr Hernadez's interest was 17,564,286 shares and held 22.17% of the enlarged capital of the
company after the placing.
Post year end events
Details of events after the reporting date have been disclosed under note 20.
Directors' indemnity
The Company has not provided qualifying third-party indemnities for the benefit of its directors.
Auditors
A resolution to re-appoint BBK Partnership as auditor will be proposed at the Annual General Meeting. BBK Partnership
has indicated its willingness to continue in office.
Annual General Meeting
The resolutions to be proposed at the forthcoming Annual General Meeting are set in the formal notice of the meeting,
will be available on the company's website.
Recommendation
The Board considers that the resolutions to be proposed at the Annual General Meeting are in the best interests of the
Company and it is unanimously recommended that shareholders support these proposals as the Board intends to do in
respect of their own holdings.
Nilesh Jagatia
Director
30July 2024
10
LIMITLESS EARTH PLC
Statement of Directors' Responsibilities for the Financial Statements
For the year ended 31 January 2024
The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare financial statements for each financial period. Under that law the
Directors have elected to prepare the financial statements in accordance with International Financial Reporting
Standards {IFRSs)
in conformity with Companies Act 2006.
The Directors are also required to prepare financial statements in accordance with the AIM rules of the London Stock
Exchange.
Under Company law the Directors must not approve the financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
make judgements and accounting estimates that are reasonable and prudent;
•
state whether applicable international standards in conformity with the requirements of the Companies Act
2006 have been followed, subject to any material departures disclosed and explained in the financial
statements; and
•
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible
for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Disclosure of information to Auditor
In the case of each of the persons who are acting as Directors of the Company at the date when this report was
approved:
•
so far as each of the Directors is aware, there is no relevant audit information (as defined in the Companies Act
2006) of the which the Company's auditor is not aware; and
•
each of the Directors has taken all the steps that he ought to have taken as a Director to make himself aware
of any relevant audit information (as defined) and to establish that the Company's auditor is aware of that
information.
Publication of Accounts on the Company Website
The Directors are also responsible for the maintenance and integrity of the corporate, financial and investor information
contained on the Company's website. Legislation in the UK concerning the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions. The Company is compliant with AIM Rule 26 regarding the
Company's website.
By order of the Board
Nilesh Jagatia
Director
30 July 2024
11
LIMITLESS EARTH PLC
Corporate Governance Statement
For the year ended 31 January 2024
The Company formally adopted the Quoted Companies Alliance Code ("QCA Code") on 28 September 2018 and at
30.7.24, the company's Corporate Governance Statement is as follows:
What is good corporate governance?
"In essence, good corporate governance is about having the right people in the right roles, working together, and doing
the right things to deliver value for shareholders as a whole over the medium to long-term.
Good corporate governance is achieved through a series of decisions made by the Board, which needs to be kept
dynamic and diverse and engender a consistent corporate culture throughout the organisation. Good corporate
governance is about ensuring that the Board is set up to make robust decisions and manage risk. It is also increasingly
about ensuring that a healthy culture is in place which combines a strong focus on performance and a sense shared
throughout the workforce of what is acceptable and what is unacceptable in terms of behaviour." (Extract from the
introduction to the QCA Corporate Governance Code).
The Code provides a framework designed to ensure that companies who adopt and comply with its provisions have
boards that fulfil not only their statutory obligations but also those to their shareholders and other stakeholders.
The London Stock Exchange has determined that each AIM company must confirm that it intends to comply with the
provisions of a recognised corporate governance code and cite any areas in which it intends to deviate from the
provisions of that code.
The Board of the Company has confirmed its intention to comply with the provisions of the QCA Corporate Governance
Code ("the Code") in so far as it is appropriate to an organisation of the size and structure of the Company.
As Chairman of the Company it is my responsibility to ensure that in its methods of management, the manner in which
the Board is structured and operates and in its relationship with its shareholders it is compliant with the Code.
The following explain the way in which the Company complies with the ten key principles of in the Code; the disclosures
were last updated on 30 July 2024.
Principle 1: Establish a strategy and business model which promote long-term value for shareholders.
The Company has from incorporation followed a strategy of creating a portfolio of investments made principally in
sectors where changing demographic factors are important drivers of growth.
When setting out the strategy of the Company the Board decided that in order to maximise shareholder value it would
structure the Company in such a way that as great an amount as is possible of monies held by the Company would be
utilised for investment and that its spend on its structure and overheads would be kept to the minimum required to
ensure that it operated in a professional manner. For this reason, the structure of the Company is extremely simple in
that it does not own or occupy any property nor does it have any employees other than the members of its Board.
When making its investment decisions the Board considers businesses:
involved in sourcing, transforming and marketing finite resources whose scarcity will make them more valuable as a
result of population growth.
whose products and services that will increase in demand as a result of growth in the global middle class.
companies whose success is likely to flow from correctly analysing technological trends.
that offer the potential for capital growth.
Having agreed the areas in which the Board will research for investment opportunities it has then confirmed its
investment parameters and these are:
[- To be a co-investor, usually with a minority holding, in situations that research has demonstrated have potential for
substantial capital growth or, where there is a turn-a-round opportunity, the investment risk is offset by the potential
gain.
12
LIMITLESS EARTH PLC
Corporate Governance Statement
For the year ended 31 January 2024
To seek to hold an investment for a term of not more than 3-5 years and in the case of an investment made prior to or
at the time of an IPO, usually 2-3 years. Investment held after these dates will be reviewed by the Board.
Subject to these principles investment decisions are made on a fluid, pragmatic basis and after careful consideration of
financial analysis, advice from industry experts and background reports, where available.
Another important consideration for the Board when considering whether to make an investment is whether there is a
secondary market for the shares or stock in the target company.
The Board's strategy may be summarised as being the sourcing of potential co-investments from amongst distress
situation opportunities and those servicing defined needs in a more efficient manner, that the investments must satisfy
the Board's stated requirements in terms of net return and period that the investment will be held. Financial risk is
minimised by taking external, independent expert advice ahead of any investment and by ensuring the Company runs
with an extremely low level of operating costs and the minimum level of infrastructure and overhead cost.
The Directors review the Company's investment policy annually and will advise shareholders of any variations or
alterations to it. Were the Company to make an investment that fell outside of the stated investment policy the
Directors would do so in compliance with the AIM Rules and having obtained shareholder consent.
Principle 2: Seek to understand and meet shareholder needs and expectations
The Board has to date kept its shareholders updated about developments in the Company through RNS announcements
and its website from which it is possible to check the progress being made by each of the companies into which it has
invested. In this way it has informed them about investments made and developments by the companies into which
investments have been made.
The Board has decided that in order that information provided to shareholders does not provide a misleading picture
as to the potential of a particular investments it does not provide periodic returns or disclosures or calculations of net
assets value unless there is information that is would be regarded as being disclosable under Rule 11 of the AIM Rules.
The Company has, through its website, also supplied shareholders with a copy of a research note prepared by an
independent research house that examined the Company and the investments it had made.
The Company offers shareholders the opportunity to listen to and interrogate the Board at its Annual General Meeting
that is held at a central London location and in premises able to hold large numbers of shareholders. In addition,
shareholders may ask questions of the Board or to make comment by emailing it at info@limitlessearthplc.com.
Although it is not aware of any information that should have been shared with its shareholders the Board is reviewing
the methods of communication it has used to see if it is able to provide them with a fuller understand of the Company's
business.
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long term
success
The Board's primary statutory responsibility is to promote the success of the Company for the benefit of its
shareholders. The Company has no employees other than the Directors and it recognises and accepts its responsibility
to shareholders and other parties including those who supply services to pursue a socially responsible approach in all
its dealings.
Due to the present size and nature of the Company the social, environmental and economic impacts from carrying out
its business are limited but are not disregarded. As an investment objective the Company seeks out (but is not limited
to) businesses producing "green" products or which are intended to produce a social benefit such as re-cycling of
materials that would otherwise be disposed of.
13
LIMITLESS EARTH PLC
Corporate Governance Statement
For the year ended 31 January 2024
The Board takes a socially responsible approach to all its investments and satisfies itself that each is socially useful and
is operated an ethically and environmentally satisfactory manner.
Any feedback received from shareholders on individual investments or on more general matters of policy received from
shareholders (or any other stakeholders) is referred to the Board to ensure that it is informed. Any action taken in
response is dictated by the nature of the feedback.
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the
organisation.
The Company is not subject to particular pressures from competitors or from suppliers of services or finance. This is due
to the substantial number of potential investments that are available to it.
The major risk that the Board has to face is the need to ensure firstly that a potential investment meets the Company's
stated investment parameters, secondly, that the nature of its business and market fits within the investment policy
selected by the Board and that the potential return for shareholders is sufficient to justify the investment risk.
The Board contains the legal accounting and investment skills required to assess investment opportunities and the
Company has available to it a range of persons who, together, are experts in all the areas in which the Company would
consider investing and who are thereby able to ensure that the Board is adequately informed when it considers whether
it should invest in a particular project.
Each of the investment decisions are made after careful and detailed analysis and consideration; the Board is not under
any pressure to make a particular number or value of investments in any year so that there is no undue pressure on it
to invest in high-risk positions that may damage shareholder value if they are unsuccessful.
The Company's risk when investing is further reduced by it choosing to co-invest in companies who are of a suitable size
and good reputation rather than be the sole investor as the size of the investment is thereby reduced and the Board
knows that another party has also carried out due diligence on the opportunity and has been satisfied.
The level of operational risk is low because of the simplicity of the Company's operating structure and the absence of
managers or other employees below the Board. The Company's transactions are essentially limited to the making of the
investments and of any subsequent disposals or re-investments. For these reasons the members of the Board are able
stay in close contact with all the financial and operational aspects of the Company's business.
Principle 5: Maintain the Board as a well-functioning. balanced team led by the chair
The size and composition of the Board have reflected both the Company's strategy of having an operating structure
that is simple and low cost and the need for it to be able to call on various areas of expertise when making an investment
decision. In this manner the Board contains expertise in investment and in undertaking due diligence exercises and in
financial and legal matters
The Board is composed of Guido Contessa as Executive Chairman, Nilesh Jagatia as Chief Financial Director and the two
independent Non-Executive Directors of the Company, Peter Jay and Daniele Penna. Further details of the Directors
(including their respective time commitments and attendances at board and committee meetings) are included under
principle 6.
The Chairman responsibilities include chairing Board Meetings, making financial investments and managing funds to
source and organise due diligence on possible investments, leading the negotiation and managing the making of any
investment that the Board decides that the Company should make.
The Chairman is satisfied that the composition of the Board and its collective skills enable it to analyse and complete
potential investments and that save for particular trade or scientific expertise that may be required for the analysis of
certain investments it is able to assess and complete investments by the Company.
14
LIMITLESS EARTH PLC
Corporate Governance Statement
For the year ended 31 January 2024
Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
In the last twelve months the Board has met (in person or by phone) four times and all directors have been present.
The audit committee has met once during that period, where all directors were present.
The Directors have the experience and skills required to enable to successfully undertake its business and execute its
strategy.
The Chairman maintains a dialogue with a number of specialists in various new technologies relating to the areas of
green and renewable products and sciences to ensure that the Board and their external experts are aware of new
products, businesses that may be potential investments for the Company. He also attends trade shows and seminars
and link to high level private equity/private debt asset managers for this purpose.
The Directors maintain their further professional education by attending lectures and reading professional journals.
Principle 7: Evaluate Board performance based upon clear and relevant objectives, seeking continuous improvement
The Board has not yet implemented a formal evaluation process primarily because it was not considered to be of use in
measuring the respective contributions of the individual directors, whose principal role is to contribute towards
analysing potential investments, deciding on the merit of making required the same and monitoring the performance
of the companies that are the subject of the investments. However, as the number of investments increases, and it
becomes possible to measure the return and performance of those that have been made a process for evaluation will
be appropriate and required.
For the present however it has been agreed that a formal evaluation would not be a useful tool in my hands as Chairman
or of the Board and that it is primarily the performance of the Company's investments that acts as an indication of its
performance.
The Board does however monitor closely the performance of the Company's investments and the progress of the
companies into which investments have been made. As noted above, it is not the Company's intention to hold
investments for the long-term and therefore continuous appraisal is not only a risk management tool but a necessary
feature for divestment decision making.
Principle 8: Promoting a corporate culture that is based upon ethical values and behaviours
The Company has no employees and the only parties directly involved in it are the four persons who comprise the Board.
The result is that the culture is a collegiate one with decisions being made following open discussion between them.
Emphasis is placed upon the need for integrity and accuracy in all dealings and attention to the interests of the
shareholders.
As a feature of the investment policy, the Company prides itself on considering investments where there is a societal
benefit as well as a financial return. Accordingly, these values are at the heart of its business.
As a minority investor, it is also important for the Company to assess other funding partners as possible sources of
capital.
Principle 9: Maintaining governance structures and processes that are fit for purpose and support good decision
making by the Board
The Company has adopted the Code and abides by its principles except that in certain aspects it has proceeded
differently because the Board believes that the size and structure of the Company make other solutions more
appropriate.
In particular:
The Board does not believe that it is necessary for it to create a nominations committee.
15
LIMITLESS EARTH PLC
Corporate Governance Statement
For the year ended 31 January 2024
Apart from having convened AGMs and EGMs the Board has not organised meetings with its shareholders. The
Board does intend to commence a shareholder engagement programme and convene the first of such meetings
in the near future and to invite all the Company's shareholders to it.
The Board will keep the Code and the manner in which it complies with it under regular review and will amend its
policies and the manner in which it adheres to the Code from time to time in line with developments in the scope and
size of the Company.
The Board is the primary decision-making forum of the Company and it is responsible for matters relating to the
Company's performance (and the review of it), strategy, financing, capital expenditure and administration.
The Board meets approximately once a month either together or by telephone and also meets on an ad hoe basis when
it has an investment proposal to consider.
The Board is comprised of:
An Executive Chairman - Guido Contessa.
A Chief Financial Officer, Nilesh Jagatia.
Two independent Non-Executive Directors, Peter Jay and Daniele Penna.
The Board has set up an Audit Committee. Delegated to it is the oversight of the Company's annual audit, selection of
the auditors and a meeting with the audit partner and his team following conclusion of their work. At that meeting the
audit partner will advise the Committee of his conclusions as to the state of the Company's financial systems and will
highlights any matters that require improvement or correction
The Committee's chairman is Nilesh Jagatia who is assisted by Guido Contesso - CEO and Pater Jay- Non-Executive
Director.
The Remuneration Committee has not yet had reason to meet and will be convened when it is required.
Principle 10: Communicating how the Company is governed and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders.
The Company is managed by the Board of Directors who meet regularly
Review the current and historic performance of the Company;
Review investment proposals;
Receive a report by the Chairman on the performance of the Company's existing investments.
Receive reports (if any) from the Company's audit or remuneration committees;
Review the Company's cash flow and consider it in the context of funds it holds at the time;
Discuss matters relating to its AIM listing and relationships with its professional advisers;
As an irregular item, a discussion on any aspects of the Company's strategy that arises from the above including
consideration of new opportunities that may be available to it.
The Company's strategy is to assess and make investments in line with its stated investment policy and where the
businesses fit within the areas covered by the Company's stated strategy. When investments are made or the Company
exits from them entirely upon the winning of construction contracts of various sizes these events are announced to
shareholders by way of an RNS which will provide as much information as other parties to the investment allow the
Company to disclose.
The Board regularly reviews the format and content of the trading statements in order to make them more informative
for the shareholders. It is the Board's intention to periodically commission independent research into the Company's
investments so as to provide shareholders with as transparent a view as possible of the Company.
The Board's principal point of direct contact with its shareholders is at annual general meetings (it has not had reason
to convene any extraordinary general meetings) and copies of the various resolutions that have been proposed are
16
LIMITLESS EARTH PLC
Corporate Governance Statement
For the year ended 31 January 2024
included in the various notices of annual general meeting that are listed on the Company's website. All of the resolutions
have been passed without any significant opposition.
(J¥4
Guido Contesso
Chief Executive Officer
30July 2024
17
LIMITLESS EARTH PLC
Report of the Remuneration Committee
for the year ended 31 January 2024
Statement of compliance
This report does not constitute a Directors' Remuneration Report in accordance with the Directors' Remuneration
Regulations 2007, which do not apply to the Company, as it is not listed on the Main Market of the London Stock
Exchange. This report sets out the Company policy on Directors' remuneration, including emoluments, benefits and
other share-based awards made to each Director.
Policy on Directors' remuneration
Remuneration packages are designed to motivate and retain the Directors to ensure the continued development of the
Company and to reward them for enhancing value to shareholders. The main elements of the remuneration package
for Executive Directors are basic salary or fees, performance-related bonuses, benefits and share option incentives.
Directors' remuneration
The remuneration of the Directors, all of which is short term in nature, for the period ended 31 January 2024 is shown
below:
Guido Contessa*
Nilesh Jagatia**
Peter Jay***
Daniele Penna
Salary and
consultancy
fees
Bonus
Total
Total
2024
2024
2024
2023
£
£
£
£
70,000
70,000
70,000
24,000
24,000
24,000
10,800
10,800
10,800
4,320
4,320
4,320
109,120
109,120
109,120
* Consultancy services of £48,000 (2023): £48,000) were provided by Supply Your life limited. Guido Contessa, who is
a director and majority shareholder of Supply Your Life Limited and is also a Director and shareholder of the Company.
** Consultancy services of £24,000 (2023: £24,000) were provided by NKJ Associates Limited, of which Director, Nilesh
Jagatia, is a Director and major shareholder.
*** Consultancy services of £10,800 (2023: £10,800) were provided by Jalac Limited, of which Peter Jay is a Director.
Directors' share options
There were no share options held by any directors at 31 January 2024 (2023: £nil).
Nilesh Jagatia
Director
30July 2024
18
LIMITLESS EARTH PLC
Independent Auditors' Report
to the members of Limitless Earth pie
Opinion
We have audited the financial statements of Limitless Earth Pie (the 'company') for the year ended 31 January 2024
which comprise the Income Statement and Statement of Comprehensive Income, the Statement of Financial Position,
the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including
significant accounting policies. The financial reporting framework that has been applied in their preparation is
applicable law and International accounting standards in conformity with the requirements of the Companies Act 2006.
In our opinion the financial statements:
•
give a true and fair view of the state of the company's affairs as at 31 January 2024, and of its loss for the year
then ended;
•
have been properly prepared in accordance with International accounting standards in conformity with the
requirements of the Companies Act 2006; and
•
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial
statements section of our report. We are independent of the company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty relating to going concern
We draw attention to the going concern accounting policy within the financial statements, which indicates that the
company made loss in the current period as well as having a cash position of £74,520 as at 31 January 2024. The
company needs to raise funds in the near future for working capital purposes. As a result this cast a material uncertainty
as to the future performance of the company for 12 months following the audit report signature date. The chairman's
statement outlines the future plans of the company which require a number of conditional events that are required to
occur in order for the company to commence profitable trading and working capital coverage. Our opinion is not
modified in respect of this matter.
Emphasis of Matter
In forming our opinion on the financial statements, we have considered the adequacy of the disclosures made in note
2 on page 28-29 of the significant accounting policies referring to the valuation of unquoted equity investments and
corresponding note 12 on page 33-35 which are mainly in development stage companies. In view of the significance of
these investments we consider this note should be drawn to your attention, but our opinion is not qualified in this
respect.
Our application of materiality
The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for
materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. We also
determine a level of performance materiality which we use to assess the extent of testing needed to reduce to an
appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds
materiality for the financial statements as a whole. In determining our overall audit strategy, we assessed the level of
uncorrected misstatements that would be material for the financial statements as a whole.
Materiality for the company was set as £22,000 (2023: £20,000) based upon net assets. Net assets was considered to
be an appropriate basis due to the fact that the company is non-revenue earning and holds significant material balances
through investments and cash held. Performance materiality and the triviality threshold for the Company was set at
£18,000 and £500 respectively.
We also agreed to report any other differences below that threshold that we believe warranted reporting on qualitative
grounds.
19
LIMITLESS EARTH PLC
Independent Auditors' Report
to the members of Limitless Earth pie
Our approach to the audit
In designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular we looked at areas involving significant accounting estimates and judgements by the directors
and considered future events that are inherently uncertain, such as the recoverable value of the capitalised
development costs. We also addressed the risk of management override of internal controls, including among other
matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to
fraud.
A full scope audit was performed on the complete financial information of both components of the group.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
Key audit matter
Valuation of Financial Asset Investments
As shown in note 12 of the financial statements, the
company holds £1,248,290 of financial asset
investments as at 31 January 2024.
These financial asset investments are held in
unquoted companies which are valued under level 3
of the fair value hierarchy. The valuation basis is
subjective and involves several measurement factors
which require the exercise of judgement by
management such as recent transactions, valuation
benchmarks of comparable entities and net assets of
the investee. As such, there is a risk that the
methodology used and judgement applied when
determining the fair value of the financial asset
investments could result in a material misstatement.
How we addressed it
We performed the following procedures to
address the identified risk:
•
•
•
•
Obtained a schedule of the investments
held and agreed the ownership of the
investments through to supporting
document. This exercise included any
movements in the year in respect of the
investments;
Reviewed and challenged the key
estimates, judgements and assumptions
used by management for determining
the valuation of the investments held;
Assessed, challenged and tested for
mathematical accuracy where applicable
the
valuation
basis
applied
by
management. This included but was not
limited to
reviewing the latest
information
regarding
business
performance, milestones in product
development and fundraising activities;
and
For the investments in foreign currencies,
we performed the year end translation to
confirm that the translation exercise had
been performed correctly and any
movements thereon were appropriately
recognised
within
the
financial
statements.
20
LIMITLESS EARTH PLC
Independent Auditors' Report
to the members of Limitless Earth pie
Other information
The other information comprises the information included in the annual report, other than the financial statements and
our auditor's report thereon. The directors are responsible for the other information contained within the annual
report. Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility
is to read the other information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the strategic report and the directors' report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
•
the strategic report and the directors' report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the
audit, we have not identified material misstatements in the strategic report and the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us
to report to you if, in our opinion:
•
adequate accounting records have not been kept, or returns adequate for our audit have not been received
from branches not visited by us; or
•
the financial statements are not in agreement with the accounting records and returns; or
•
certain disclosures of directors' remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the
directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic
alternative but to do so.
Auditor responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
•
the engagement partner ensured that the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
21
LIMITLESS EARTH PLC
Independent Auditors' Report
to the members of Limitless Earth pie
•
we identified the laws and regulations applicable to the company through discussions with directors and other
management, and from our commercial knowledge and experience of the company's operating sector;
•
we focused on specific laws and regulations which we considered may have a direct material effect on the
financial statements or the operations of the company, including the Companies Act 2006, taxation legislation
and data protection, anti-bribery, employment, environmental and health and safety legislation;
•
we assessed the extent of compliance with the laws and regulations identified above through making enquiries
of management and inspecting legal correspondence; and
•
identified laws and regulations were communicated within the audit team regularly and the team remained
alert to instances of non-compliance throughout the audit.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which
included, but were not limited to:
•
agreeing financial statement disclosures to underlying supporting documentation;
•
reading the minutes of meetings of those charged with governance;
•
enquiring of management as to actual and potential litigation and claims; and
•
reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the
company's legal advisers.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those
leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases
the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding
irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion,
omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council's website at:
https :/ /www.frc.org. u k/ audit ors/ au d it-assu ranee/ au d itor-s-responsi bi I iti es-for-the-a u dit-of-th e-fi/ d escri ptio n-of-the
auditor%E2%80%99s-responsi bilities-for. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those
matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Alan Kaye FCA (Senior Statutory Auditor)
for and on behalf of BBK Partnership
Chartered Accountants & Statutory Auditors
1 Beauchamp Court
10 Victors Way
Barnet
Hertfordshire
ENS STZ
Date: 30 July 2024
22
LIMITLESS EARTH PLC
Income Statement and Statement of Comprehensive Income
for the year ended 31 January 2024
Notes
Continuing operations
Investment income
5
Interest Income
Total income
Administrative expenses
Operating loss and loss before taxation
6
Taxation
9
Loss for the year
Total comprehensive loss for the year
Earnings per share:
Basic and diluted earnings per share
10
There are no items of other comprehensive income.
The notes on pages 27 to 39 are an integral part of these financial statements.
Year ended
Year ended
31 January
31 January
2024
2023
£
£
397
397
(102,846)
(475,730)
(102,449)
(475,730)
(102,449)
(475,730)
(102,449)
(475,730)
(0.149)
(0.730)
23
LIMITLESS EARTH PLC
Statement of Financial Position
As at 31 January 2024
Non-current assets
Financial asset investments at fair value through profit
and loss
Non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Current assets
Current liabilities
Trade and other payables
Current liabilities
Net Assets
Equity
Issued Share Capital
Share Premium
Retained Earnings
Total Equity
Notes
12
13
14
15
16
16
17
The notes on pages 27 to 339 are an integral part of these financial statements.
2024
£
1,248,290
1,248,290
5,751
74,520
80,271
(187,475)
(187,475)
1,141,086
685,000
2,471,530
(2,015,444)
1,141,086
The financial statements were approved and authorised for issue by the Board on 30 July 2024.
Nilesh Jagatia
Director
Limitless Earth pie Registered No. 08810879
2023
£
1,150,774
1,150,774
16,250
83,894
100,144
{159,284}
{159,284}
1,091,634
654,000
2,350,630
(1,912,996}
1,091,634
24
LIMITLESS EARTH PLC
Statement of Changes in Equity
for the year ended 31 January 2024
Share
Share
Share
Retained
capital
premium
warrant
earnings
Total
reserve
£
£
£
£
£
At 31 January 2022
654,000
2,350,630
-
(1,437,266)
1,567,364
Total comprehensive loss for the year
(475,730)
(475,730)
At 31 January 2023
654,000
2,350,630
-
(1,912,996)
1,091,634
Total comprehensive loss for the year
(102,449)
(102,449)
Ordinary Shares issued during the year
31,000
124,000
155,000
Share issue costs
(3,100)
(3,100)
At 31 January 2024
685,000
2,471,530
-
(2,015,444)
1,141,086
The notes on pages 27 to 39 are an integral part of these financial statements.
25
LIMITLESS EARTH PLC
Statement of Cash Flows
for the year ended 31 January 2024
Cash flows from operating activities
Loss for the year before tax
Investment income
Foreign currency exchange gain/loss
(lncrease)/decrease in receivables
Increase in payables
Other items
Net cash outflow from operating
activities
Cash flows from investing activities
Investment income received net
Fair value revaluation of Investment
Sale or (Purchase) of investments
Net cash outflow from investing activities
Cash flows from financing activities
Share Issue
Share premium issue
Net Cash outflow from financing activities
Notes
5
12
Net decrease in cash and cash equivalents during the
year
Cash at the beginning of year
Cash and cash equivalents at the end of the year
The notes on pages 27 to 39 are an integral part of these financial statements.
Year ended
Year ended
31-Jan
31-Jan
2024
2023
£
£
(102,449}
(475,730}
15,961
77,406
10,500
32,940
28,190
(90,621}
(7,030}
(47,798}
(463,035}
(113,476}
310,546
140,646
(113,476)
451,192
31,000
120,900
151,900
(9,374)
(11,843}
83,894
95,737
74,520
83,894
26
LIMITLESS EARTH PLC
Notes to the financial statements
For the year ended 31 January 2024
1.
GENERAL INFORMATION
Limitless Earth Pie is a company incorporated and domiciled in the United Kingdom. The Company is a public limited
company, which is listed on the AIM market of the London Stock Exchange. The address of the registered office is Suite
2, Northside House, Mount Pleasant, Barnet, Hertfordshire, England, EN4 9EB.
The Investing Policy is to invest principally, but not exclusively, in sectors where changing demographic factors are
important drivers of growth. The Company intends to focus initially on projects located in Europe but will also consider
investments in other geographical regions. The Company may become an active investor, acquire controlling stakes or
minority positions, in each case, as the Board considers appropriate and commercial.
The financial statements are presented in Pounds Sterling, which is the Company's functional and presentational
currency.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these financial statements are set out below. The policies
have been consistently applied throughout the period, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs)
and IFRIC interpretations and with Companies Act 2006
applicable to companies reporting under IFRSs. The financial
statements have also been prepared under the historical cost convention, as modified by the revaluation of financial
assets at fair value through profit or loss.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting
policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates
are significant to the financial statements are disclosed later in these accounting policies.
Going Concern
At the reporting date the Company had cash resources of £74,520 and the Directors have prepared cash forecasts that
show that, at the time of approving the financial statements, the Company has adequate resources to continue in
existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing
the financial statements.
Changes in accounting policies and disclosures
New standards, amendments and interpretations adopted by the Company
No new standards, amendments or interpretations to existing standards that have been published and are mandatory
for the Company's accounting periods beginning on or after 1 February 2024, or later periods, have been adopted early.
27
LIMITLESS EARTH PLC
Notes to the financial statements
For the year ended 31 January 2024
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
New standards, amendments and interpretations not yet adopted
None of the standards, interpretations and amendments which are effective for periods beginning after 1 February
2023, and which have not been adopted early, are expected to have a material effect on the financial statements.
Revenue recognition
Investment income
Interest on debt securities is recognised on receipt of funds during the period.
Foreign currency translation
In preparing the financial statements of the Company transactions in currencies other than the Company's functional
currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each
reporting date, monetary assets and liabilities that are 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
translated at the rates prevailing at the date when the fair value was determined.
Exchange differences are recognised in profit or loss in the period in which they arise.
Taxation
Current taxation is the taxation currently payable on taxable profit for the year.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets
and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and
is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will
be available against which deductible temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset
is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when
they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax
assets and liabilities on a net basis.
Financial assets
The Company's financial assets comprise of mainly investments but also includes cash and cash equivalents and loans
and receivables. These are recognised in the Company's statement of financial position when the Company becomes a
party to the contractual provisions of the instrument.
Unquoted investments classified as at fair value through profit or loss are valued by the Directors using primary
valuation techniques such as recent transactions, last price and net asset value. Changes in the fair value of investments
held at fair value through profit or loss and gains and losses on disposal are recognised in the Statement of
Comprehensive Income as "Net change in fair value of investments".
28
LIMITLESS EARTH PLC
Notes to the financial statements
For the year ended 31 January 2024
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial asset investments
Classification of financial assets
The Company holds financial assets including equities and debt securities. The classification and measurement of
financial assets at 31 January 2024 is in accordance with IFRS 9.
On the initial recognition, the Company classifies financial assets as measured at amortised cost or fair value through
profit or loss ("FVTPL"). A financial asset is measured at amortised cost if it meets both of the following conditions and
is not designated as at FVTPL:
•
It is held within a business model whose objective is to hold assets to collect contractual cash flows; and
•
its contractual terms give rise on specific dates to cash flows that are Solely Payments of Principal and Interest
(SPPI).
All other financial assets of the Company are measured at FVTPL.
Business model assessment
In making an assessment of the objective of the business model in which a financial asset is held, the Company considers
all of the relevant information on how the business is managed, including:
•
the documented investment strategy and the execution of this strategy in practice. This includes whether the
investment strategy focuses on earning contractual interest income, maintaining a particular interest rate profile,
matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or
realised cash flows through the sale of the assets;
•
how the performance of the portfolio is evaluated and reported to the Company's management;
•
the risks that affect the performance of the business model (and the financial assets held within that business
model) and how those risks are managed; and
•
how the investment advisor is compensated e.g. whether compensation is based on the fair value of the assets
managed or the contractual cashflows collected.
IFRS 9 subsection B4.1.l-B4.1.2 stipulates that the objective of the entity's business model is not based on
management's intentions with respect to an individual instrument, but rather determined at a higher level of
aggregation. The assessment needs to reflect the way that an entity manages its business.
The Company has determined that it has two business models.
•
Held-to-collect business model: this includes cash and cash equivalents, balances due from brokers and other
receivables. These financial assets are held to collect contractual cash flows.
•
Other Business model: this includes structured finance products, equity investments, investments in unlisted
private equities and derivatives. These financial assets are managed and their performance is evaluated, on a fair
value basis with frequent sales taking place in respect to equity holdings.
Valuation of financial asset investments
Investment transactions are accounted for on a trade date basis. Assets are de-recognised at the trade date of the
disposal. Assets are sold at their fair value, which comprises the proceeds of sale less any transaction cost. The
valuations in respect of unquoted investments (Level 3 financial assets) are explained in note 12. Changes in the fair
value of investments held at fair value through profit or loss and gains and losses on disposal are recognised in the
consolidated statement of comprehensive income as "Net gains/ (losses) on investments". These investments are
valued in these accounts at fair value. To determine the fair value of each investment, the Directors have reviewed all
the information received from each investee company and also from publicly available information on the internet and
whilst all of the information available is all positive there is insufficient information to demonstrate that the fair value
is anything other than cost as a result of a lack of other inputs or evidence to suggest an uplift or impairment of the
value.
29
LIMITLESS EARTH PLC
Notes to the financial statements
For the year ended 31 January 2024
Cash and cash equivalents
Cash and cash equivalents comprise cash at hand and current and deposit balances at banks, together with other short
term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an
insignificant risk of changes in value.
Other receivables
Other receivables from third parties are initially recognised at fair value and subsequently carried at amortised cost
using the effective interest rate method.
Impairment of financial assets
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each balance sheet date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred
after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.
A provision for impairment is made when there is objective evidence that, as a result of one or more events that
occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. Impaired
debts are derecognised when they are assessed as uncollectible.
Financial liabilities
The Company's financial liabilities comprise trade payables. Financial liabilities are obligations to pay cash or other
financial assets and are recognised when the Company becomes a party to the contractual provisions of the instruments.
Trade payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective
interest rate method.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all
of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue
costs.
Share Capital - Share capital account represents the nominal value of the shares issued.
Share premium - The share premium account represents premiums received on the initial issuing of the share capital.
Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income
tax benefits.
Share Warrant reserve - The Warrant reserve represents the cumulative cost of share-based payments in relation to
warrants issued.
Retained earnings - Retained earnings include all current and prior period results as disclosed in the Income Statement
and Statement of Comprehensive Income.
3.
CRITICAL ACCOUNTING JUDGMENTS AND ESTIMATIONS
The preparation of the financial statements in conformity with IFRS requires the use of estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Although these estimates are based on management's best
knowledge of the amounts, events or actions, actual results ultimately may differ from these estimates.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
In certain circumstances, where fair value cannot be readily established, the Company is required to make judgements
over carrying value impairment and evaluate the size of any impairment required.
Fair value of financial assets - level 3
The Company reviews the fair value of its unquoted equity instruments at each Statement of Financial Position date.
This requires management to make an estimate of the value of the unquoted securities in the absence of an active
market. See note 2 for detail on the Level 3 valuation process. At year end, management's best judgement, based on
30
LIMITLESS EARTH PLC
Notes to the financial statements
For the year ended 31 January 2024
the information provided to them by the investee companies and also from their own research from other information
publicly available on the internet, is that the fair value of the investments is their cost, as a result of a lack of other
inputs or evidence to suggest an uplift or impairment of the value.
4.
BUSINESS AND GEOGRAPHICAL REPORTING
An operating segment is a component of the Company that engages in business from which it may earn revenues and
incur expenses. The Company has only one operating segment, being the investment in companies or assets in the
natural resources, agribusiness sectors and information technology and blockchain sector. Therefore, the financial
information of the single segment is the same as that set out in the statement of comprehensive income, the statement
of financial position, the statement of changes in equity and the statement of cash flows.
5.
INVESTMENT INCOME
6.
7.
8.
Interest on investments
Interest Income
OPERATING LOSS INCLUDES THE FOLLOWING
Directors remuneration expense (note 8)
Other operating expenses
Fair Value revaluation of investment
Foreign currency exchange gain/loss
Total administrative expenses
AUDITOR REMUNERATION
During the year the Company obtained the following services from the auditor:
Fees payable to the auditor for the audit of the Company
Fees payable to the auditor for other services:
Tax services
Total auditor's remuneration
DIRECTORS REMUNERATION EXPENSE
Directors' remuneration
Total directors' remuneration expense
2024
£
397
2024
£
109,120
91,114
15,691
215,925
2024
£
24,000
24,000
2024
£
109,120
109,120
2023
£
2023
£
109,120
133,470
310,546
(77,406)
475,730
2023
£
20,000
20,000
2023
£
109,120
109,120
All the wages and salaries were paid to the Directors. There were no employees in the continuing operations except for
the Directors who are the key management. Further disclosures in respect to directors' remuneration are in the Report
of the Remuneration Committee on page 18.
31
LIMITLESS EARTH PLC
Notes to the financial statements
For the year ended 31 January 2024
9.
INCOMETAX
Current tax
Loss on ordinary activities before taxation
Tax calculated at domestic rate applicable to UK standard rate for small
companies of 25% (2023:19%)
Effects of:
Expenses not allowed for tax purposes
Deferred tax asset not utilised
Income tax credit
2024
£
2024
£
(102,449)
(25,612)
14,228
11,384
2023
£
2023
£
(475,730)
(90,389)
60,636
29,753
Tax losses totalling approximately £1,599,928 (2023: £1,497,479) have been carried forward for use against future
taxable profits. No deferred tax asset has been recognised in respect of the losses as recoverability is uncertain.
10. EARNINGS PER SHARE
(a) Basic
Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period.
2024
2023
£
£
Loss from continuing operations attributable to equity holders of the company
(102,449)
(475,730)
Weighted average number of ordinary shares in issue
68,500,000
65,400,000
Pence
Pence
Basic earnings per share from continuing operations
(0.149)
(0.730)
(b) Diluted
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to
assume conversion of all dilutive potential ordinary shares. There were no potentially dilutive instruments outstanding
at 31 January 2024.
11. DIVIDENDS
There were no dividends paid or proposed by the C0mpany during the year (2023: £ nil).
32
12.
LIMITLESS EARTH PLC
Notes to the financial statements
For the year ended 31 January 2024
FINANCIAL ASSET INVESTMENTS
2024
2023
£
£
On 1 February
1,150,774
1,524,560
Cost of investment purchases
Sale proceeds from investments
(140,646)
Foreign currency exchange gain/(loss)
{15,961)
77,406
Fair value revaluation
113,476
(310,546)
31 January- Investments at fair value
1,248,290
1,150,774
Categorised as:
Level 3 - Unquoted investments
1,248,290
1,150,774
1,248,290
1,150,774
The valuation model adopted by management is explained in Note 3, in the notes to the financial statements, Critical
accounting judgments and estimations and is applicable to each of the investments listed below:
Chronlx Biomedical Inc ("Chronix'')
On 8 October 2015 the Company made an investment in Chronix of US $500,000 (approximately £329,511) in the series
I round of convertible preference stock ("Series I Stock") at a price of US $0.40 per share. On a fully diluted basis,
considering all classes of common and preference stock in issue, at the date of investment, Limitless' investment
represented 0.72% of Chronix's issued share capital and values Chronix at approximately US $69 million.
On 20 September 2019, the Company announced that it made a further investment of $100,000 (£81,526) in form of a
promissory note.
On 19th March 2021, the Company announced that Chronix had entered into an agreement with Oncocyte
Corporation Inc. ("Oncocyte"), a listed US based molecular diagnostics company, for its acquisition for cash, equity
and a future revenue share consideration on Chronix products from now on using the Oncocyte distribution
channels.
On 20th April 2021 and after the financial year, Chronix repaid $109,460.09 which comprises of the $100,000
promissory note interest.
On 29th June 2022 the Chronix Equity Representative receiving Chronix products sales updates from Oncocyte,
estimated the possibility of receiving a first cash flow within one year (potentially up to the 50% on the investment)
if the current sales track was maintained
Future cash flows will be received yearly over a period of 7 to 10 years, depending on each type of Oncocyte Chronix
product and the countries in which Oncocyte distribution channels sell them.
Due to the delay in this year's expected product distribution, the Board has decided to take a conservative approach
and reduce the value by 50% compared to the previous year.
V Nova International Ltd ("V-Nova")
On 18 December 2015, the Company made a cash investment of £500,000 in V-Nova, a company that specialises in
Advanced Signal & Data Compression Solutions. The investment was through the acquisition of £500,000 worth of
Convertible loan notes. On 4 April 2017, these notes were converted into 7,284,382 Series 81 Participating shares at
a 20% discount to the preferential valuation of V-Nova at the time, of £100 million.
On 30 October 2020, V-Nova raised £16,810,410 on a series Cl funding round and the company settled unconverted
loan not holders with £8,556,144 cash. V Nova raised a further £5,661,027 in December 2020.
On 16 June 2022, V-NOVA finalized fundraising of £27,014,336 at £0.09 with Limitless Earth holding 7,284,382 Shares.
On the current VNova round of fundraising the shares in V-Nova are priced at £0.136 each. This values the Limitless
portfolio at £990,675.95
33
LIMITLESS EARTH PLC
Notes to the financial statements
For the year ended 31 January 2024
Saxa Gres S.A {"Saxa Gres"I
On 23 December 2015, the Company invested €350,000 (approximately £258,830) in Saxa Gres. As a first-round
subscriber, Limitless has also been granted an option to acquire 1.1655 per cent of the equity in Saxa Gres at nominal
value with the intention that, once the bonds have been repaid, Limitless will be able to maintain an interest in Saxa
Gres of approximate value to the bond investment.
On 21 March 2017, Limitless announced that it had increased its investment in Saxa Gres by acquiring a further 267
Notes for a value of €267,000. These Notes were also accompanied by options to acquire shares in Saxa Gres, in this
case, to acquire another 1.333% of its equity share capital with each option having an exercise price of €1. In total,
Limitless has options to acquire approximately 2.5% of the equity share capital of Saxa Gres at an exercise price of €1
per share.
On 16 November 2017, the Company announced that it had made a further investment in Saxa Gres. of approximately
EUR €75,000 in form of a loan. Saxa Gres was raising funds, via an increase in its share capital, in order to invest in a
new production line, it required to meet a significant increase in orders. Limitless participated alongside two sizable
credit funds in order to maintain its interest in Saxa Gres.
On 19th January 2021, the Company announced that a recent investor in Saxa Gres, was A2A S.p.A., a €4 billion listed
company, as a Saxa Gres shareholder (27.7%) and as a relevant industrial partner which could help to expand and solidify
Saxa Gres' successful business model.
At the request of Saxa Gres in order for it to gain better access to bank financing to further its investment plans, the
Board of LME, together with 96% of the existing 2023 bondholders, agreed to exchange its 617 Saxa Gres bond notes
with maturity in 2023 into a similar amount of Saxa Gres notes of 7 per cent with maturity in 2026.
On 29th July 2021, the Company entered into an agreement with an FCA regulated broker to dispose of 30 Saxa Bonds
ISIN: IT0005418436 (for a nominal value of €29,131.73 net of a 3.5% commission).
On 19th July 2022, the Company entered into an agreement with an FCA regulated broker to dispose EUR 275,000 Saxa
Bonds ISIN: IT0005418436 (for a nominal value of €165,000 net of commission). The Board have provided a fair value
reduction of EUR 227,820 on the carrying value in Saxa Gres investment at 31.1.2022.
On 27th July 2023, the Board agreed to impair the investment in Saxa Gres and provided a fair value reduction of EUR
211,781 (£178,653}.
On 25th 2024 of July, the company received a Bid from an institutional counterpart at 95% of the notional value of the
holding bonds, while impairing the value of the warrants
Exogenesis Corporation {"Exogenesis)
On 6 May 2016, the Company made an investment in Exogenesis, a nanotechnology company that has developed
nanoscale surface modification technology to, inter alia, improve the safety and efficacy of implantable medical devices
and is being used to develop next-generation microscopy tools for DNA analysis.
The Company invested US $300,000 (approximately £200,000) in the Exogenesis senior convertible notes which accrued
an 8 % annual interest ("Notes"). The Notes, together with accrued interest, are convertible into Exogenesis series B
preferred stock at a price of US $0.382 per share or, at the option of Limitless, into Exogenesis series C preferred stock
at a 20 % discount to the issue price at the time of the next financing.
On 9 June 2017, the Company extended the maturity date of the loan notes to 31 December 2017 from 30 June 2017
and lowered the conversion threshold amount to $2,500,000. Upon achieving cash financing and reaching the maturity
date, the notes were then converted into series B preferred stock at the agreed price.
On 27th July 2023, the Board agreed to impair the investment in Exogenesis and provided a fair value reduction of USO
150,000 (£ 131,893).
Today, it became clear that further funding was not forthcoming, leading the board to impair the full investment while
holding out for potential minor revenue from the sale of residual assets.
34
LIMITLESS EARTH PLC
Notes to the financial statements
For the year ended 31 January 2024
12
FINANCIAL ASSET INVESTMENTS (CONTINUED)
The table of investments sets out the fair value measurements using the IFRS 7 fair value hierarchy. Categorisation
within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value
measurement of the relevant asset as follows:
Level 1- valued using quoted prices in active markets for identical assets.
Level 2 -valued by reference to valuation techniques using observable inputs other than quoted prices included within
Level 1.
Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.
The valuation techniques used by the Company are explained in the accounting policy note, "Financial asset
investments".
LEVEL 3 FINANCIAL ASSETS
Reconciliation of Level 3 fair value measurement of financial assets:
Brought forward
Purchases
Sale proceeds from investments
Foreign currency exchange gain /(loss)
Fair value revaluation
Carried forward
13. TRADE AND OTHER RECEIVABLES
Other receivables
Prepayments
2024
£
1,150,774
(15,961)
113,476
1,248,290
2024
£
5,750
5,750
2023
£
1,524,560
(140,646)
77,406
(310,546)
1,150,774
2023
£
16,250
16.250
As trade receivables are generally of short-term maturity, the Directors consider the carrying amounts to approximate
their fair value. All receivables are non-interest bearing and unsecured.
14. CASH AND CASH EQUIVALENTS
Cash at bank and on hand
2024
£
74,520
74,520
2023
£
83,893
83,893
All the Company's cash and cash equivalents are held in accounts which bear interest at floating rates. The Directors
consider that the carrying amount of cash and cash equivalents approximates to their fair value.
35
LIMITLESS EARTH PLC
Notes to the financial statements
For the year ended 31 January 2024
15. TRADE AND OTHER PAYABLES
Trade Creditors
Accrued expenses
2024
£
15,185
172,289
187,475
2023
£
33,227
126,057
159,284
Due to the short-term maturity of trade payables, the Directors consider the carrying amounts to approximate their
fair value. Trade payables are non-interest bearing and are normally settled on 30-day terms.
16. SHARE CAPITAL AND SHARE PREMIUM
Ordinary shares of lp
At 31 January 2024
Ordinary shares of 1 p
At 31 January 2022 and 2023
17. RETAINED EARNINGS
At the beginning of the period
Loss for the period
At the end of the period
18. FINANCIAL INSTRUMENTS
Number of shares
68,500,000
Number of shares
65,400,000
Share capital
£
685,000
Share capital
£
654,000
Share premium
£
2,471,530
Share premium
£
2,350,630
Year to
31 January
2024
£
(1,912,996)
(102,449)
(2,015,445)
Total
£
3,156,530
Total
$
3,004,630
Year to
31 January
2023
£
(1,437,266)
{475,730)
(1,912,996)
The Company's financial assets comprise investments, trade and other receivables and cash and cash equivalents whilst
the Company's financial liabilities comprise of trade payables which arise directly from its operations.
An equity instrument is any contract that gives a residual interest in the assets of the Company after deducting all of its
liabilities. Instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Management objectives and policies
The Company's policy is to maximise the after-tax return on cash deposits, to take all discounts available from the
settlement of financial liabilities and to offer settlement discounts that result in the early payment of financial assets,
thus minimising credit risk.
36
LIMITLESS EARTH PLC
Notes to the financial statements
For the year ended 31 January 2024
Information relating to financial assets and liabilities
Details of the carrying value of the financial assets and liabilities are given in the Statement of Financial Position and the
related notes and are carried at cost.
The main risks arising from the Company's instruments with the continuing operations are capital risk management,
interest rate risk, credit risk and market price risk. The policies which are applied for managing these risks are
summarised below.
Capital risk management
The Company's objectives when managing capital are to safeguard the ability to continue as a going concern in order to
provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to
reduce the cost of capital.
The Company monitors capital on the basis of the value of its investments and the cash reserve. The Company is
currently largely un-geared, having net cash at 31 January 2024. It is the stated strategy of the Company to invest in
companies funded through an equity fundraising.
Interest rate risk
Cash deposits are denominated in sterling and held in interest bearing bank accounts which currently require no notice
and are with recognised clearing banks. The accounts have been selected to achieve the maximum possible interest
rate whilst meeting the Company's daily working capital requirements and are regularly reviewed. The interest rates
vary with the bank's base rate.
Credit risk
The Company's financial instruments that are subject to credit risk are cash and cash equivalents and loans and
receivables. The credit risk for cash and cash equivalents is considered negligible since the counterparties are reputable
financial institutions. The credit risk for loans and receivables is in respect of other receivables which are monitored
regularly by the Board.
Market price risk
The Company's exposure to market price risk mainly arises from potential movements in the fair value of its
investments. The Company manages this price risk within its long-term investment strategy to manage a diversified
exposure to the market.
The Company's strategy for the management of market risk is driven by the Company's investment objective, which is
focused on deploying its capital in investments that provide both growth and downside protection. It is expected that
the Company will deliver returns to shareholders through capital growth.
The Company's market risk is managed on a continuous basis by the Board in accordance with the policies and
procedures in place.
37
LIMITLESS EARTH PLC
Notes to the financial statements
For the year ended 31 January 2024
18. FINANCIAL INSTRUMENTS (CONTINUED)
Foreign currency risk
The Company invests in financial instruments and enters into transactions that are denominated in currencies other
than its functional currency, primarily in US dollars (USD) and Euros (EUR). Consequently, the Company is exposed to
the risk that the exchange rate of its currency relative to other foreign currencies may change in manner that has an
adverse effect on the fair value of the future cashflows of the Company's financial assets denominated in currencies
other than the GBP.
The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities at the
reporting date are as follows:
US Dollars
Euro
Liabilities
31 Jan 2024
31 Jan 2024
£
£
31 Jan 2024
£
244,104
13,510
257,614
Assets
31 Jan 2023
£
527,496
20,735
548,231
The following table details the Company's sensitivity to a 10 per cent increase and decrease in GBP against the US Dollar
and the Euro. 10 per cent is the sensitivity rate used when reporting foreign currency risk internally to key management
personnel and represents management's assessment of the reasonably possible change in the GBP/USD rate. The
sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their
translation at the year-end for a 10 per cent change in the GBP/USD and GBP/Euro rates. A positive number below
indicates an increase in profit and other equity where GBP weakens 10 per cent against the relevant currency. For a 10
per cent strengthening of GBP against the relevant currency, there would be a comparable impact on the profit and
other equity, and the balances below would be negative.
US Dollars
Euro
Financial assets and liabilities
CATEGORIES OF FINANCIAL INSTRUMENTS
Profit and Loss
31 Jan 2024
31 Jan 2023
£
£
24,410
1,351
25,761
52,750
2,074
54,823
The IFRS 9 categories of financial asset included in the statement of financial position and the headings in which they
are included are as follows:
FINANCIAL ASSETS:
Cash and cash equivalents
Financial assets at amortised cost
Financial asset investments at fair value through profit or loss
FINANCIAL LIABILITIES AT AMORTISED COST:
2024
£
74,520
1,248,290
2023
£
83,894
1,150,774
The IFRS 9 categories of financial liabilities included in the statement of financial position and the headings in which
they are included are as follows:
38
LIMITLESS EARTH PLC
Notes to the financial statements
For the year ended 31 January 2024
Trade and other payables
19. RELATED PARTY TRANSACTIONS
2024
£
187,475
2023
£
159,284
During the period payments were made to personal service companies in respect of fees due to the Directors.
During the period, Supply Your Life Limited, a company in which Guido Contesso is a Director and majority shareholder,
charged consultancy fees of £48,000 (2023: £48,000} and directors fees were paid to Guido Contesso of £22,000 (2023:
£22,000} for the year ended 31 January 2024. The amount owed to Supply Your Life Limited at the year-end is £128,000.
During the period, NKJ Associates Limited, a company in which Nilesh Jagatia is a Director and major shareholder,
charged consultancy fees of £24,000 (2023: 24,000).
During the period, Jalac Limited, company in which Peter Jay is a Director, charged consultancy fees of £10,800 (2023:
10,800). The amount owed to Jalac Limited at year end is £2,880.
During the period, Angelamaria Limited, a company in which Daniele Penna is a Director, charged fees of £4,320.
20. POST YEAR END EVENTS
On 3l51 July 2024, the Company plans to announce the appointment of Mr Edgar Hernandez as President and Chief
Executive Officer of the Company. In addition to the appointment, Mr Hernandez entered into a subscription agreement
with the Company, raising £150,000 via the subscription through the issue of 10,714,286 new ordinary shares of 1 pence
each in the Company at a price of 1.4p per ordinary share.
21. ULTIMATE CONTROLLING PARTY
The Directors do not consider there to be a single ultimate controlling party.
22. CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS
There were no contingent liabilities or capital commitments as of 31 January 2024 (2023: £nil).
39