Registered number: 05867160
ORACLE POWER PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
ORACLE POWER PLC
COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023
Oracle Power PLC is registered as a public company under English Law. Its shares are quoted on the AIM market of the London Stock Exchange. Oracle
Power PLC is incorporated and domiciled in England and Wales with registered number 05867160.
DIRECTORS
Mr M W Steed - Chairman
Ms N Memon - CEO
Mr D Hutchins
SECRETARY
Mr N Lee
REGISTERED OFFICE
Tennyson House
Cambridge Business Park
Cambridge CB4 0WZ
REGISTERED NUMBER
05867160 (England and Wales)
AUDITORS
NOMINATED ADVISER AND JOINT
BROKER
Price Bailey LLP
Tennyson House
Cambridge Business Park
Cambridge CB4 0WZ
Pitcher Partners
Level 11/12-14 The Esplanade
Perth WA 6000, Australia
Strand Hanson Limited
26 Mount Row
London W1K 3SQ
JOINT BROKER
Global Investment Strategy UK Limited
REGISTRAR
200 Aldersgate Street
London EC1A 4HD
Neville Registrars Limited
18 Laurel Lane, Halesowen
West Midlands B63 3DA
A. F. Ferguson & Co
Chartered Accountants
State Life Building 1-C
I. I. Chundrigar Road
Karachi Pakistan
SOLICITORS
Charles Russell Speechlys LLP
Makhdoom & Co
5 Fleet Street
London EC4M 7RD
2nd Floor Imperial Building
Mt Khan Road, Karachi, Pakistan
BANKERS
Royal Bank of Scotland plc
Habib Bank AG Zurich
1st Floor, Conqueror House
Moorgate Branch,
PUBLIC RELATIONS
Habib House,
42 Moorgate,
London EC2R 6JJ
Vision Park, Histon
Cambridge CB24 9NL
Habib Metropolitan Bank
Habib Bank Plaza,
I.I.Chundrigar Road,
Karachi-75650, Pakistan
St Brides Partners Limited
Claydon Barns
11 Towcester Road
Whittlebury, Northants NN12 8XU
London EC2V 6DN
Page 1
ORACLE POWER PLC
CONTENTS
Chairman's Statement
Chief Executive's Report
Group Strategic Report
Directors' Report
Remuneration Report
Governance Report
Directors' Responsibilities Statement
Independent Auditors' Report
Consolidated Statement of Profit or Loss
Consolidated Statement of Other Comprehensive Income
Consolidated Statement of Financial Position
Company Statement of Financial Position
Consolidated Statement of Changes in Equity
Company Statement of Changes in Equity
Consolidated Statement of Cash Flows
Company Statement of Cash Flows
Notes to the Consolidated Financial Statements
3
4 - 5
6 - 15
16 – 19
20 – 21
22 – 25
26
27 - 32
33
34
35
36
37 – 38
39 – 40
41 – 42
43 – 44
45 - 80
Page 2
ORACLE POWER PLC
CHAIRMAN'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
I am pleased to present the annual report and financial statements for Oracle Power PLC (“Oracle” or the
“Company”) for the year ended 31 December 2023.
The coal and power generation project in Thar, Pakistan
The development of the proposed mine and power project at Block VI in the Thar desert has continued to
progress, albeit slowly, as it is a CPEC project and hence is impacted by Chinese government policy. The
Government of Pakistan has already established demand for 1,320 MW of Thar coal-based power in 2027,
thereby facilitating the potential development of this project. We have a number of non-binding offtake
memorandums of understanding in place for the planned coal generated power and another agreement with
PowerChina to develop, in parallel, a proposed 1 GW solar farm also at Thar.
The Green Hydrogen project in Thatta, Pakistan
During the year under review, most of our attention was focused on our Green Hydrogen project, which comprises
the planned construction of a 400MW plant producing 55,000 tonnes of green hydrogen per annum backed by
1,300MW of hybrid solar/wind, green hydrogen power plants.
This project is being developed through Oracle Energy Limited (“Oracle Energy”), a private company owned 70%
by His Highness Sheikh Ahmed Dalmook Al Maktoum through his wholly owned company Kaheel Energy FZE
(“Kaheel Energy”), and 30% by Oracle. Oracle is primarily responsible for managing the project whilst Kaheel
Energy will seek to leverage its strategic position and influence to enhance market access and secure potential
financing. In terms of a summary of project milestones we have achieved to date:
• 30-year lease on 7,000 acres required for the renewable energy - wind and solar operations;
• Letter of Intent (“LOI”) in place for the establishment of the renewable energy “farm” and have a US$600,000
performance guarantee bond in place;
• LOI from TUV SUD for the certification of the hydrogen output;
• Thyssenkrupp Uhde has completed the requisite Green Hydrogen and Green Ammonia feasibility study;
• Fugro Pakistan has completed the topography survey study;
• State Grid of China has completed the Renewable Power feasibility study; and
• SGS has completed the ESIA study post the period end.
The Western Australian exploration projects
Our gold prospect in Western Australia, the Northern Zone, is progressing well as part of our farm-in arrangement
with Riversgold Ltd (“Riversgold”). Once the final stage of the drill programme and testing by Riversgold has been
completed, we will be able to retain a minority interest in the project for the potential next phase of its
development. In addition, post the year end, the Company acquired a copper/silver exploration project for all
share consideration in the same region of Australia.
A more comprehensive overview of our Operational highlights for 2023 is set out in the Chief Executive’s Report.
We are most grateful to the Pakistani authorities for their continued support and to the WA mining authorities for
facilitating exploration and development activities in their region.
Above all, I wish to take this opportunity to thank our shareholders for their continued confidence, patience and
support, enabling us to make steady progress on our project portfolio in a challenging macroeconomic
environment.
Mark Steed
Chairman
25 June 2024
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ORACLE POWER PLC
CHIEF EXECUTIVE'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
I am pleased to present details of the Company’s activities and progress for its financial year ended 31 December
2023.
2023 has been a year of notable progress for the Company in both Pakistan and Australia. During the year, we
successfully completed a number of key assessments for the proposed development of the Company’s significant
Green Hydrogen project (the “GH Project”) in Pakistan. We also forged important relationships in Western
Australia for the further exploration of our tenements situated there and entered into strategic understandings for
the development of both our Renewable Power Project and GH Project in Pakistan. I am pleased to report that
we have made encouraging progress across our project portfolio and set out an overview below.
In Pakistan, we maintained an active dialogue with the Power Division, Ministry of Energy, in connection with the
proposed development of the Company’s planned 1,320MW, coal to power project under the China Pakistan
Economic Corridor (“CPEC”). In September 2023, the Government of Pakistan published its annual Indicative
Generation Capacity Expansion Plan (the “IGCEP”), a demand supply policy guidance chart for Pakistan and the
demand for 1,320MW of local Thar coal fired power was forecast to be required in 2027. Such confirmation of
demand should facilitate advancement of the project, subject to securing appropriate financing and offtake
arrangements in due course. In Q2 2023, subsequent to the publication of the IGCEP, we initiated dialogue with
potential offtakers other than the Government of Pakistan. We signed an important Memorandum of
Understanding (“MOU”) for the off-take and planned development of our 1,320MW Thar coal-fired power plant in
the Sindh Province, Pakistan, with a consortium of parties including the Energy Department, Government of
Sindh, K-Electric Limited (“KE”), the largest privately owned vertically integrated power utility in Pakistan, and
PowerChina International Group Limited. Since the 1,320MW project falls within CPEC, we await the go ahead
from the Chinese Government’s financing department, and our strategic partner, Power China, which maintains
a regular dialogue with the relevant authorities.
Furthermore, based on the introduction of the CTBCM (Competitive Trading Bilateral Contracts Market), all
offtakers can bid to fulfil demand recorded in the IGCEP, if financing is available. KE, as a potential offtaker,
could secure the entire 1,320MW output and issue Oracle with a direct power purchase agreement (PPA), with
equity contributions potentially being made by any of the parties to the MOU.
In addition, the parties have agreed to assess the viability of developing the power project at Thar Coal Block VI
or relocating it to KE’s land at Port Qasim, Karachi. The power project is likely to require 7.6 million tonnes of
Thar coal annually, which could be sourced from existing mines at Thar Block I and II or a new mine could be
developed, if commercially viable.
In Western Australia, Oracle has continued to conduct further exploration work on its Northern Zone (“NZ”)
project, 25km from Kalgoorlie, following the promising results from the maiden drill programme in 2022 targeting
felsic intrusives porphyry. The results established a low grade but potentially large mineralisation across the
tenement. The Company carried out further metallurgical tests to confirm gold recovery rates, the results of which,
released in June 2022, showed an excellent recovery rate of up to 94.7%.
In Q2 2023, the Company signed a farm-in agreement with ASX-listed Riversgold Ltd (“Riversgold”), marking a
significant step in the further progression of our NZ project and serving to endorse our partnering strategy as
project developers. Pursuant to this agreement, Riversgold has the right to earn up to an 80% beneficial interest
in the NZ project by paying an upfront cash consideration of A$50,000 (received) and commiting to spend no less
than A$600,000 on exploration over the next two years (which is ongoing).
Subsequently, the Company completed diamond drilling on the entire gold-mineralised central cross-section to a
vertical depth of 450 metres, validating the previous exploration model. This drill programme confirmed a
previously announced exploration target of 2.5Moz - 4.8Moz of gold. In addition, the work programme
demonstrated a high gold recovery rate of 92.9% on average after a 24-hour bottle roll cyanide extraction. A
reverse circulation and air core drilling campaign is currently ongoing to further prove up the resource potential
of the asset and move towards establishing a maiden JORC Mineral Resource Estimate in 2024. Our partnership
Page 4
ORACLE POWER PLC
CHIEF EXECUTIVE'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
aims to advance the development of the NZ project at minimal cost to the Company, leveraging the expertise
and resources of Riversgold to develop a potential future economically viable gold mine.
In 2023, the Company also accelerated the development of its Green Hydrogen project (the “GH Project”) in the
wind corridor in the Thatta district of Pakistan. This project was launched in Q4 2022, and the Company has
achieved a number of significant milestones in 2023. In Q2 2023, the Company signed a non-binding Investment
MOU with the State Grid Corporation of China to potentially develop and finance the proposed hybrid renewable
power and GH Project. In June 2023, Oracle Energy signed a non-binding MOU with PetroChina International
(Middle East) Company Limited (“PCME”) for co-operation and the joint development of commercial avenues for
the project. In particular, PCME has agreed to arrange the potential offtake of the output and carbon credits
stemming from the project.
In July 2023, Oracle Energy completed the topography survey for the project’s site, commissioned from Fugro
Pakistan, part of a world-renowned global consultancy group. In Q3 2023, the Company also completed its
technical and commercial feasibility study for the project, undertaken by Thyssenkrupp Uhde. The findings
provided a very positive outlook, comparable to industry expectations observed in other global green hydrogen
projects, and have potentially derisked the project from both a technical and commercial perspective.
In Q2 2023, Oracle Energy also commissioned a technical and commercial feasibility study for the hybrid
renewable power plant for the project, undertaken by leading international construction and engineering
company, China Electric Power Equipment and Technology, a wholly-owned subsidiary of the State Grid
Corporation of China. Upon completion, this study is expected to affirm the commercial viability of the planned
hybrid renewable facility. The study will analyse the project’s resources, design the hybrid system, evaluate grid
integration, ensure competitive energy prices and potentially attractive returns for investors, whilst providing a
detailed integration roadmap into Pakistan’s power grid.
Post the reporting period end, the Company commissioned an ESIA Study by SGS, a global integrated service
provider and a geotechnical study and electrical resistivity survey by F&M, a leading engineering and testing
service provider. These further studies will seek to optimise site planning and design, setting the stage for the
FEED phase.
The Company’s strategy is to progress and develop its various projects, thereby diversifying risk, and with a view
to timely divestment when appropriate in order to maximising returns and shareholder value. In summary, the
Company has progressed and continues to implement such strategy by identifying and forging relationships with
partners, in order to provide potential financing and resources and expertise for the advancement of its projects
and enhance the attractiveness of its portfolio.
I remain grateful to all the relevant authorities in Pakistan and Western Australia for their ongoing support for our
various initiatives, as well as the dedication and hard work of our teams in the UK, Pakistan and Australia. I am
also cognisant and most appreciative of the continued confidence, patience and support of our shareholders, to
enable us to deliver on our plans. The Company remains committed to increasing shareholder value and to
growing into an enterprise of greater size and scale over the longer term.
Ms Naheed Memon
Chief Executive Officer
25 June 2024
Page 5
ORACLE POWER PLC
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
INTRODUCTION
The Directors present their Strategic Report of the Company and the Group for the year ended 31 December
2023.
PRINCIPAL ACTIVITY AND BUSINESS MODEL
The principal activity of the Group during the year under review was that of a project development company. The
Company is currently involved with four projects: an energy project, based on the potential development of a coal
resource and construction of a mine-mouth power plant in Pakistan; two exploration projects for gold and
copper/silver in Western Australia (WA); and the potential development of a green hydrogen project in Pakistan.
Our development work in Pakistan has primarily focused on acquiring land, commissioning various requisite
studies and obtaining the necessary permissions from the government. Our work in WA has involved exploration
of the tenements concerned and developing plans for further resource estimation. Although our projects are
generally held and operated through SPVs, the Group itself is controlled, financed and administered within the
United Kingdom, which remains the principal place of business. The Group’s business model is to create value
through the establishment of a balanced portfolio of potentially high return projects and advancing them through
commercially attractive joint venture or similar partnering transactions to ultimate future production or sale.
BUSINESS REVIEW
During the year, the Group has used its budgeted funds to advance the Thar power project and green hydrogen
project in Pakistan as well as its gold assets in Western Australia. Expenditures are either capitalised or
expensed, in accordance with IFRS requirements. The capitalised expenditures are shown as intangible fixed
assets in the Statement of Financial Position and the expensed expenditures are shown as administrative
expenses in the Statement of Profit or Loss. The consolidated loss after taxation for the year to 31 December
2023 amounted to £789,795 (2022: £1,289,658).
The Chairman, in his Statement, and the Chief Executive Officer in her Report, have summarised the activities
of the Group during the financial year under review.
Page 6
ORACLE POWER PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
SECTION 172(1) STATEMENT
The directors are well aware of their duty under Section 172(1) of the Companies Act 2006 to act in the way
which 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, and in doing so have regard (amongst other matters) to:
•
•
•
•
•
•
The likely consequences of any decision in the long term;
The interests of the Company’s employees;
The need to foster the Company’s business relationships with suppliers, customers and others;
The impact of the Company’s operations on the community and the environment;
The desirability of the Company maintaining a reputation for high standards of business conduct, and
The need to act fairly as between members of the Company (the “Section 172(1) Matters”).
Induction materials provided on appointment include an explanation of directors’ duties, and the board is regularly
reminded of Section.172(1) Matters, including as a rolling agenda item at every main board meeting.
Further information on how the directors have had regard to the Section.172(1) Matters can be found on pages
8 to 16.
Section 172(1) Companies Act 2006
The board takes decisions with the long term in mind, and collectively and individually aims to uphold the highest
standards of conduct. Similarly, the Board understands that the Company can only prosper over the long term if
it understands and respects the views and needs of its customers, distributors, employees, suppliers and the
wider community in which it operates.
A firm understanding of investor needs is also vital to the Company’s success along with a sustainable and
environmentally responsible culture. This is detailed on page 15. The directors are fully aware of their
responsibilities to promote the success of the Company in accordance with Section 172(1) of the Companies Act
2006. The text of Section 172(1) of the Companies Act 2006 has been sent out to each main Board director.
The Board ensures that the requirements are met, and the interests of stakeholders are considered as referred
to elsewhere in this report and through a combination of the following:
•
A rolling agenda of matters to be considered by the Board throughout the year, which includes an annual
strategy review meeting, where the strategic plan for the following year is developed;
Standing agenda points and papers presented at each Board meeting, which report on
customers, employees and other colleagues, health and safety matters and investors;
A review of certain of these topics through the Audit Committee and the Remuneration Committee
agenda items referred to in this report;
Detailed consideration is given to any of these factors where they are relevant to any major decisions
taken by the Board during the year;
At this stage, the directors consider that there are no financial KPIs that are specifically relevant to
assessing the business.
•
•
•
•
Key Board decisions taken during the year, all of which have long term implications for the ultimate success of
the Company, and the Section 172(1) and stakeholder considerations are set out below:
•
•
•
Development of the Company’s northern zone gold project in Western Australia;
Further development of the Company’s coal and power projects in Pakistan; and
Progression of the Company’s green hydrogen project in Pakistan.
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ORACLE POWER PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Relations with Shareholders
The Company’s principal means of communication with shareholders is through its Annual Report and Financial
Statements, the full-year and half-year results announcements and the AGM. The Board recognises that the
AGM is an important opportunity to meet private shareholders. Each substantially separate issue is the subject
of a separate resolution at the AGM and all shareholders have the opportunity to put questions to the Board. All
Board directors endeavour to attend AGMs and answer questions put to them which may be relevant to their
responsibilities. In addition, the directors are available to listen informally to the views of shareholders immediately
following the AGM. For each vote, the number of proxy votes received for, against and withheld is announced at
the meeting. The results of the AGM are published on the Company’s corporate website.
The Board receives regular updates on the views of shareholders through briefings and reports from the executive
directors, the Company’s brokers and PR advisers. The Chief Executive Officer makes presentations to
institutional shareholders and participates in investor road shows both following the announcement of the full-year
and half-year results and, at other times throughout the year as appropriate. Not every officer participates in every
investor presentation. The Chairman will participate in such presentations where appropriate and is always
available to speak with shareholders.
Dialogue with individual institutional shareholders also takes place to better understand their principles and
investment objectives where practicable.
Investor queries may be addressed to the Company Secretary at info@oraclepower.co.uk. A range of corporate
information (including all Company announcements) is also available to shareholders, investors and the public
on the Company’s corporate website at www.oraclepower.co.uk.
Page 8
ORACLE POWER PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
PRINCIPAL RISKS AND UNCERTAINTIES
The Group is engaged in the development of four key projects which include:
• a coal resource in Block VI and associated power project in the Thar Desert in the Sindh province in
Pakistan seeking to establish a power plant and coal to gas facility;
• a gold exploration asset in Western Australia;
• a copper/silver exploration asset in Western Australia (acquired post year end on 11 June 2024);
• and a wind power and green hydrogen production facility in Pakistan.
The principal strategic and operational risks and uncertainties facing the Group are described below, together
with the steps taken for their mitigation. Information on financial risk management is set out in the Financial
Instruments section in this report.
The principal risks and uncertainties for the Company's projects are:
Issue
Likelihood of Issue Arising
Impact if issue Arises
Medium
Financing
Medium
Project Completion
Low
Operating
Low/Medium
Economic
Political, Legal and Regulatory
Low
Environment & Corporate Social Responsibility Low
High
Medium
Low/Medum
Low
Medium
Low
Following the acquisition of the gold project in Western Australia, the Company established resource estimates
via exploratory work on both the tenements acquired. In Pakistan, the Company has continued its efforts to
develop its coal to power plant given it has secured interest via memorandums of understanding with potential
offtake and equity partners including the Government of Sindh. The Company awaits appropriate policy support
to be announced, in order to proceed with the development of a coal to gas (“CTG”) facility in conjunction with
the planned power plant at Block VI. There are some risks related to obtaining viable tariffs for power and gas in
order to maximise returns. Economic risk, however, including cost increases, is protected, through the
Government of Pakistan’s cost plus pricing mechanism.
The Company has increased the potential of its Thar asset by seeking to develop an alternative solar facility on
the land at Block VI Thar where it holds a lease. It has already conducted a preliminary study, obtained provisional
consent and secured a collaborative relationship with a large power company.
The Company has made significant progress on its green hydrogen project and continues to work on studies and
market access. The project faces risks in getting to production, price risk in relation to off take and cost of
production risk on account of supply and transport uncertainty. The Company has engaged experts for technology
and commercial support in order to further mitigate risks.
There remains political risk, on account of political uncertainty in Pakistan which may discourage investment. In
contrast, Western Australia presents very limited political risk compared to Pakistan with exploration and
commercial risk being the primary concern for the potential development of our projects in this jurisdiction.
The principal risks are detailed below, along with the key measures taken for their mitigation.
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ORACLE POWER PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Financial Close Risk
Risk
In relation to the coal to power project, given that the
demand for coal to power has been established by the
government and a non-binding offtake MOU is in
place, the principal risk relates to securing suitable
debt from banks and Chinese Sinosure (China’s
export financing plan). This process can be delayed,
and banks and Chinese lenders may only lend against
export components.
In relation to the GH Project, there may be delays in
financial close on account of the fact that commercial
terms and a marketplace for this commodity is still
under development. Financiers should show interest
when contracts are clearer and long-term prices are
established.
Project Completion Risk
Risk
The Block VI development plan in the first phase
comprises a power plant to be followed by potential
CTG/L facilities in the future. Delay in development
could arise due to the lack of timely provision of
infrastructure by the government.
Secondly, the proposed power plant may fail tests
resulting in encashment of performance guarantees.
to our WA gold and copper/silver
In relation
exploration projects, there are risks associated with
drilling,
and weather
conditions.
topography
conditions
In relation to the GH Project there could be delays in
permitting, supply of electrolysers and delays in
setting up
transport
infrastructure.
required
storage
and
is assessing
Mitigation
The Company
the most viable
development model and is working closely with the
CPEC planning bodies in Pakistan and China. If the
Company receives positive support for financing
through CPEC, it can then proceed to enter into a
binding shareholders or JV agreement with the parties
who have signed a MOU for offtake and development.
Arbitrary withdrawal is considered by Oracle unlikely,
given the high-profile commitments made by China to
CPEC.
With respect to the GH Project, we have initiated
engagement with offtakers for long term contracts and
are also in conversations with multinationals for
potential financing in order to achieve financial close
in a timely fashion.
Mitigation
The Company seeks
engineers and contractors for all of its projects.
to engage well qualified
In the case of the proposed coal power plant,
and
blocks
neighbouring
commissioned power.
constructed
have
The Company is in close contact with the relevant
Government authorities in relation to all infrastructure
requirements and continues
timely
permissions for provision.
to secure
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ORACLE POWER PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Operating Risk
Risk
Technical issues, similar to those described under
Project Completion Risk.
The availability of water, transmission infrastructure,
storage and transport are some issues which will be
faced by the project at Thar as well as the GH Project.
Although the production of hydrogen once the plant
has been constructed and tested is relatively low risk
the storage and transportation of green hydrogen can
present risks associated with new technology.
Economic Risk
Risk
The economic performance of the Company could be
affected by movements in international markets.
Exchange rate volatility and interest rate increases will
impact on costs during
the development and
construction phase. Volatility in international energy
prices will introduce uncertainty in long term prices
and offtake contracts. Changes in the price of gold
and US inflation may also raise lead to increases in
projected capital and operating costs.
The price of renewable energy power components
such as turbines and photovoltaic panels can remain
high on account of shortages. Furthermore, high
transportation costs will likely impact on the selling
price of hydrogen for the end user.
Mitigation
As with Project Completion Risk, the intention is for
projects to be constructed by leading contractors. The
Company will take out a typical suite of insurance
policies and to the extent that operational issues give
rise
these should also be
increases,
recoverable through pricing mechanisms.
to cost
The Company is in the process of securing all
requisite infrastructure provision commitments from
the Pakistan Government before commencement of
the project.
the best
The Company has engaged one of
engineering companies
for green
the world
in
hydrogen and will also engage leading technology
suppliers for storage and transportation of green
hydrogen.
Mitigation
Cost variances resulting from adverse exchange rate
movements and US inflation should generally be
recoverable through pricing mechanisms. The risks
posed by further importation of coal or oil for power
generation is not considered to be high given the large
price differentials and the present lack of power plants
and general scarcity of energy supply in Pakistan. The
savings in foreign exchange to the country of import
substitution through local energy production are clear,
and the development of power plants based on
indigenous coal or use of renewable power for the
production of hydrogen as a fuel in Pakistan increases
the country’s security of energy supply and its balance
of payments
through increases in exports and
reduction in imports.
Furthermore, the Company will engage contractors
which have scale and cost advantages to mitigate
global shortages and transport costs.
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ORACLE POWER PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Mitigation
For the GH Project, partners and joint developers help
diversify exposure and the agreements signed divide
responsibility for the raising of equity and debt as and
when necessary. In the case of the coal to power
plant, the MOU includes the Government of Sindh as
a counterparty, which increases the possibility of
Chinese support for debt.
The Company plans to ultimately secure first tier
lenders to attract finance from the capital markets.
Financing Risk
Risk
The JV company set up for the GH Project with HH
Sheikh Ahmed Dalmook Al Maktoum’s Private Office
has secured a well-financed partner, and
the
subsequent MOU with one of the world’s largest
power generating companies, State Grid, means that
the probability of achieving financial close is ultimately
good, however there are risks of delay based on the
time it will take to secure appropriate offtake contracts
to de-risk the project. Similarly, the farm-in agreement
to develop the Northern Zone gold project in WA, with
another listed entity, has introduced funding for further
exploration but the Company will need to invest
additional sums if it is to maintain its share in the likely
JV going forwards.
The ability to secure financing for the coal to power
project depends on the level of support given by the
Chinese government as coal to power financing is not
as readily available. The Company will need to
coordinate efforts with the planning ministries in China
and in Pakistan to mobilise debt.
for
the proposed coal
Political, Legal, Regulatory and Fiscal Risks
Risk
The Pakistan Government has demonstrated strong
to power plant
support
development. Risks could arise from a reduction in
domestic support and inability to provide the required
infrastructure. In the longer term, adverse changes in
the fiscal regime, lease terms, tax rates, availability of
foreign exchange to meet debt servicing requirements
and dividends, would affect both the coal to power
plant as well as the GH Project.
Overall security conditions present a risk particularly
as operations by Chinese companies can be targeted
if the political conditions worsen.
Mitigation
The Government has previously expressed
its
continued support for the development of indigenous
coal and Thar. The Company believes that the
shortage of base load power is likely to remain a key
issue for the coalition government formed following
the general election in Q1 2024 and that continued
support will therefore be forthcoming.
In relation to the GH Project, there is already strong
ongoing conversations, and
is
working on a national hydrogen strategy to support
the development of green hydrogen production
facilities. Pakistan has bilateral Investment Treaties
with China and the UK in place, and there is protection
in most eventualities.
the Government
The Company will also consider whether political risk
insurance could be a cost effective mitigant. Finally,
Oracle has a strong working relationship with all
relevant levels of Government and will use such
relationships to address any domestic impediments.
The Government has set up a special force with
overall responsibility for security in Thar and the
location of the wind corridor where the GH Project is
situated. Oracle will be putting
in place a
comprehensive security plan which complements
those of the Government agencies at all project sites.
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ORACLE POWER PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Environment and CSR
Risk
Energy and natural resource projects of this nature
can have a major impact on the environment and
impose significant corporate social responsibility. If
environmental risks are not properly addressed and
corporate social responsibility mismanaged either
eventuality can give rise to severe reputational
damage and significant cost exposure.
Mitigation
Oracle operates
international standards of
environmental and social impact management and
complies with the Pakistan Environmental Protection
legislation, which mirrors international standards.
to
However, by way of its green hydrogen project, the
Company plans to offset the possible negative impact
that its coal to power project would have on its local
environment.
At the same time, all exploration activities in WA have
been and will be performed only after due clearance
from the Department of Mines, Industry Regulation
and Safety, is obtained and strict measures are in
place to safeguard the environment, employees and
contractors.
The Environmental and Social Impact Assessment for
the proposed mine has been approved by the Sindh
Environmental Protection Agency and a No Objection
Certificate (“NOC”) was issued in May 2013. For the
power plant, the public hearing was held in August
2017 and the NOC is awaited.
Further, in relation to the GH Project, the Company is
already in conversations with certifiers to obtain a
green certificate upon commencement of project
construction. From the outset, Oracle has understood
the need to act as an exemplary corporate citizen.
Oracle has a long-established Community Liaison
Officer and will continue to foster good relationships
with local communities. The Company will work to
ensure that it collaborates with other developers of
Thar Coal, for example Sindh Engro in Block II by way
of joining the Thar Foundation, set up to coordinate
welfare initiatives.
The Company has also made commitments to the
local
Government of Sindh
communities settled in the wind corridor area, where
the green hydrogen project will be housed, are
provided with livelihoods and appropriate housing.
to ensure
that
Page 13
ORACLE POWER PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Oracle is a responsible corporate entity and is continuing to apply international best practice to all of its projects.
The Company is aware of the key role it has to play in developing its pioneering projects in Pakistan, in minimising
the impact that its operations may have on the natural and social environment and in creating opportunities for
the local community. In Western Australia, it also remains fully compliant with regard to all requisite environmental
and social protocols.
Environmental and Social Impact Assessment (“ESIA”)
In relation to the Thar project, Oracle commissioned Wardell Armstrong International Ltd. (“WAI”) to produce an
ESIA for the Block VI project. WAI worked with Hagler Bailly Pakistan, a local group of environmental consultants,
based in Islamabad, to complete the ESIA to meet both national and international standards. The ESIA was
completed and submitted in April 2013 to the Sindh Environmental Protection Agency, Government of Sindh
(“SEPA”). A public hearing was held on site in June 2013, attended by the local people along with government
representatives, SEPA, various non-governmental organisations (“NGO”) and the Company's consultants as part
of the public consultation process. There was overall support for the project and the Company will continue its
consultation with the local people as the project moves into the implementation phase.
Early in July 2013, SEPA held a Technical Committee Hearing in Karachi to examine the technical aspects of the
ESIA and to take on board concerns raised at the public hearing which was attended by the Company and its
consultants along with Government representatives.
Following these meetings SEPA issued the “No Objection” Certificate giving formal approval for the ESIA in
January 2014 which was another significant step towards potential future mine development.
In 2016, Mott MacDonald were commissioned to prepare an ESIA for a 660MW mine mouth power plant which
was completed in March 2017 and submitted to SEPA for approval. A public hearing was held on the site in July
2017 and was attended by the local communities and other stakeholders and was well received. Also, in March
2017, the above mentioned mine ESIA was updated and brought up to international standards by WAI and
aligned with the power plant ESIA.
In relation to the GH Project in the wind corridor in Sindh, Pakistan, we are in conversations with TUV Rheinland,
which will issue a green certificate for our plans, before the construction commences.
In Australia, before the commencement of any exploration activity, the requisite clearances are secured from the
Department of Mines, Industrial Safety and Regulation, Government of Western Australia.
Community and Consultation
At Thar, in addition to the environmental characterisation of the site, a comprehensive social data gathering
campaign has been completed. Background information on local demography, village structure, local culture,
resources and socio-economics has been collected. In addition, an ongoing public consultation has been
undertaken to gather the views and opinions of local stakeholders (both at a local and national level), and to
disseminate information about the project. A similar exercise is intended at the green hydrogen project site, post
allotment of land. In Western Australia, the Company pays fees towards the protection of the communities, in
accordance with government programmes and policy.
Resettlement
The community response in relation to the Thar project, has generally been positive, recognising the associated
community benefits that it will deliver. As a result of the location of the lignite seams, and the requirement for
associated infrastructure, some relocation of local communities currently residing within Block VI will be required.
The Resettlement Policy Framework of May 2015 sets out the formal mechanism for resettlement in Thar and is
generally in line with international performance standards. Such a Resettlement Framework and Resettlement
Action Plan (“RAP”) was prepared and has been submitted to SEPA in April 2014 as required under the ESIA
approval and has been recorded for action.
Page 14
ORACLE POWER PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
At the GH Project site, a similar resettlement plan will be undertaken in due course in accordance with Pakistan’s
Renewable Power Policy. In Western Australia, the laws governing aboriginal settlement and protection are
enforced, and the Company is fully compliant.
The next stage of the process at both the project sites in Pakistan will be to carry out detailed surveys to identify
landowners in the case of Thar, and settled communities on both sites, taking into account families, livestock,
and agricultural assets prior to commencement of future construction. It is intended to construct replacement
villages, with full electricity, sanitation, and potable water supply together with culturally appropriate places of
worship, with opportunities for a local market area. The exact design of resettlement villages will be decided in
consultation with the affected communities. Oracle has carried out a census at Thar and already undertaken
done surveys in conjunction with local authorities at the green hydrogen site, and is therefore well prepared for
this work stream.
Oracle’s Social Development Initiatives
As part of Oracle’s CSR initiatives, a strategy is being developed to identify, and support community development
projects. A similar initiative will be undertaken for the GH Project and full support will be offered to the local
communities in the affected area.
Benefits and Opportunities
Oracle is working with local groups to ensure that the Block VI project delivers sustainable benefits to
itscommunities, and an overall improvement in local living conditions, whilst also positively responding to the
energy crisis in Pakistan. This project shall give rise to both direct and indirect benefits for local communities.
Direct benefits will include employment at the future mine and power plant, whilst indirect benefits may include
revenues generated by the local supply of goods and services to the operations.
In WA, we have already generated both direct and indirect jobs, and as we continue to develop our two projects,
we anticipate greater contributions being made to the national output.
Benefits and opportunities include:
- Improvements to and extension of the existing Government primary schools on all sites;
- Training of literate male and female community members for teaching;
- Extension of the existing school buildings to support more students;
- Supply of stationery and other provisions;
- Bi-annual hygiene and healthcare awareness campaign in all communities;
- Setting up of water filter systems in all communities;
- Awareness campaign on methods to improve livestock health and productivity in all communities; and
- Construction of a road to connect local villages and communities to highways and other amenities.
This report was approved by the board on 25 June 2024 and signed on its behalf by
Mark Steed
Chairman
Page 15
ORACLE POWER PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
RESULTS AND DIVIDENDS
The loss for the year, after taxation, amounted to £789,795 (2022 - loss £1,289,658).
No dividends will be distributed for the year ended 31 December 2023 (2022: None).
DIRECTORS
The directors who served during the year were:
Mark Wickham Steed, Non-executive Chairman
Naheed Memon, Chief Executive Officer
David James Hutchins, Independent Non-Executive Director
The beneficial interests of the Directors, who held office during the year, in the Ordinary Shares of the Company
on 31 December 2023 were as follows:
Mr M Steed
Ms N Memon
Mr D Hutchins
The Directors held no share options during the year.
31 December 2023
1 January 2023
24,935,520 24,724,939
114,295,788 112,448,589
1,071,056
790,282
Page 16
ORACLE POWER PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
INFORMATION ON DIRECTORS AND SENIOR MANAGEMENT
Mark Steed
Chairman
Mr Steed’s career has been focused on the field of international stock and commodity markets, the management
of offshore hedge funds, corporate finance and trading in securities in emerging economies. He has worked with
and set up various portfolio and fund management companies, in the roles of Chief Executive Officer, Chief
Financial Officer and Compliance Officer. Notably, he has been involved in the setup of Amstel Securities LLP,
City Capital Securities Limited, Shard Capital Partners LLP and the Sion Hall Family Office. Within the Company,
Mr Steed, in addition to his role as Chairman, oversees corporate, financial and audit matters.
Naheed Memon
Chief Executive Officer
Ms Memon’s career has spanned public service and the private sector. Following a first degree in Computing
Science at the University of Karachi, she completed an MSc in Economics, including a Distinction in
Econometrics, at Birkbeck College, London and an MBA at Imperial College London. She has held various roles
in her family conglomerate, the Kings Group of Industries, Pakistan, including Director of Marketing and Director
of Information Systems. She was CEO of Advici Consulting Limited, a consulting practice based in London
advising on marketing and investor facilitation. She has been a Financial Adviser with Merrill Lynch, Private
Banking. She was also formerly CEO of Manzil Pakistan, a public policy think tank based in Karachi. She has
served the Sindh Board of Investment (Government of Sindh), as Vice Chair from 2013 - 2016, subsequently as
Chair until August 2018.
David Hutchins
Independent Non-Executive Director
Mr Hutchins is a highly experienced corporate mining and commodities professional with more than 30 years in
the industry. During his career he has held several executive roles for both listed and private companies. Mr
Hutchins is a member of the FTSE Gold Mines Index Committee and a past Chairman.
Most notably, Mr Hutchins has held a range of senior roles within fund management, including various senior
positions at M&G Group. In addition, he was a Fund Manager of Resources Investment Trust plc which was listed
on the London Stock Exchange. He was also a Director and Founder of www.minesite.com, a mining industry
specific news website which is now part of Master Investor. He currently sits on the Board of Wishbone Gold Plc
(AIM: WSBN), a gold specialist company operating in exploration, mining and bullion trading, which, like Oracle,
has gold exploration projects in Australia.
Page 17
ORACLE POWER PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
FINANCIAL INSTRUMENTS
The Group’s financial instruments comprise cash and cash equivalents, investments and financial assets and
various items such as trade receivables, trade payables, loans, accruals and prepayments that arise directly from
its operations.
The main purpose of these financial instruments is to finance the Group’s operations. The Board regularly reviews
and agrees policies for managing the level of risk arising from the Group’s financial instruments which are
summarised as follows:
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s
policy throughout the year has been to ensure that it has adequate liquidity to meet its liabilities when due by
careful management of its working capital.
Credit Risk
The Group's principal financial assets are its cash and cash equivalents and taxation receivable as recognised
in the statement of financial position, and which represent the Group’s maximum exposure to credit risk in relation
to financial assets.
Capital Management
The Company’s capital consists wholly of ordinary shares. The Board’s policy is to preserve a strong capital base
in order to maintain investor, creditor and market confidence and to safeguard the future development of the
business, whilst balancing these objectives with the efficient use of capital.
Market Risk
Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates, interest
rates and equity prices will affect the Group’s and Company’s income or value of its holdings in financial
instruments.
GOING CONCERN
During the year under review, the Group experienced net cash outflows from operating activities which it financed
from existing cash resources held at the start of the year and cash received from the issue of new equity share
capital. The Directors have considered the cash flow requirements of the Group over the next 12 months and
believe that additional funding will be required to meet the Group’s cash requirements over that period. This
additional cash requirement creates a material uncertainty that may cast significant doubt on the Company’s
ability to continue as a going concern. However, the Directors expect to be able to meet the funding requirements
to enable the Group to continue as a going concern for at least 12 months from the date of the approval of these
financial statements, and consequently, the Directors consider it appropriate to adopt the going concern basis in
the preparation of the financial statements.
SIGNIFICANT SHAREHOLDINGS
The Company has been notified of the following interests, directly or indirectly, in 3% or more of the Company’s
ordinary shares as at 21 June 2024:
Peel Hunt LLP
Mining Equities Pty Limited
His Highness Sheikh Ahmed Bin Dalmook Al Maktoum
Shareholding
% of ISC
1,299,716,007 17.44
700,152,207 9.40
540,000,000
7.25
Page 18
ORACLE POWER PLC
DIRECTORS REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
HEALTH AND SAFETY
There were no reported personal injuries or fatalities amongst the Company's staff or contractors during the year
(2022: none).
SIGNIFICANT AGREEMENTS
The Companies Act 2006 requires the Company to disclose any significant agreements which take effect, alter
or terminate upon a change in control of the Company. The Company is not aware of, or party to, any such
agreement.
ENERGY AND CARBON REPORTING
Streamlined Energy and Carbon Reporting is required by large companies where energy consumption exceeds
40,000kWh. The Company can confirm that its consumption is less than 40,000kWh and therefore there is no
requirement to provide details of the Company’s greenhouse gas emissions, energy consumption and energy
efficiencies in both 2023 and 2022.
ON BEHALF OF THE BOARD:
Mark W Steed - Chairman
25 June 2024
Page 19
ORACLE POWER PLC
REPORT ON REMUNERATION
FOR THE YEAR ENDED 31 DECEMBER 2023
This report has been prepared in accordance with the requirements of Schedule 2 Part 1 of the Companies Act
2006 (Schedule) and describes how the Board has applied the Principles of Good Governance relating to
Directors Remuneration. In accordance with Section 439 of the Companies Act 2006 a resolution to approve the
report will be proposed at the Annual General Meeting of the Company at which the Financial Statements are
submitted for shareholder approval.
Remuneration Policy
The Remuneration Committee is focused on ensuring that the Group’s policies and procedures are effective for
the Group’s business and that executive remuneration packages are designed to attract, drive, motivate and
retain executive directors and senior management of the requisite calibre and expertise, and to reward them
appropriately for creating and enhancing long-term value for shareholders. The performance measurement of
the Chief Executive Officer and key members of the senior management team, and the determination of their
annual remuneration package is undertaken by the Remuneration Committee.
The remuneration of the Non-Executive Directors is determined by the Board within limits set by the Articles of
Association and in accordance with the general guidance principles adopted by the Quoted Companies Alliance
for small and mid-size quoted Companies.
Non-Executive Directors’ Terms of Engagement
The Non-executive directors have specific terms of engagement. Their remuneration is determined by the Board.
In the event that a Non-executive Director undertakes additional assignments for the Company, an appropriate
fee will be agreed by the Board in respect of each assignment.
Aggregate Directors’ Remuneration
The remuneration paid to the Directors, inclusive of Employer National Insurance contributions, in accordance
with their service contracts, during the year ended 31 December 2023 was as follows:
Executive
Ms N Memon
Non- Executive
Mr M W Steed
Mr A Migge*
Mr D Hutchins
2023
Salary and
fees
£
2023
2023
2022
Pensions
£
Total
£
Total
£
150,000
-
150,000
150,000
30,000
1,200
31,200
-
-
-
30,000
900
30,900
31,200
27,500
30,471
210,000
2,100
212,100
239,171
Note
* - Mr A Migge left the Company on 13 December 2022.
Page 20
ORACLE POWER PLC
REPORT ON REMUNERATION (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Directors' Service Contracts
The Directors have contracts with a two-year term, renewable by mutual agreement and on an annual basis
thereafter. Stated termination notice periods are as follows:
Executive
Ms N Memon
Non-Executive
Mr M Steed
Mr D Hutchins
Date of appointment Notice period
7 January 2019
12 months
12 July 2017
3 March 2021
3 months
3 months
Performance Evaluation
The Board undertakes annually a formal evaluation of its performance and of its committees involving individual
Directors and Senior Managers.
Executive Incentives
The Remuneration Committee intends in due course to prepare, recommendations to the Board in respect of
potential performance bonus schemes and long-term incentive packages for directors and managers. Such
proposals will be formulated after consultation with professional remuneration advisers and major shareholders.
This report was approved by the board on 25 June 2024 and signed on its behalf.
Mark Steed
Chairman
Page 21
ORACLE POWER PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
During 2023 the Board continued its commitment to maintaining high standards of corporate governance,
complying with the requirements of the corporate governance guidelines (Guidelines) for smaller quoted
companies issued by the Quoted Companies Alliance. The 10 principles set out in the Guidelines aim to assist
small and growing companies in ensuring good governance practices and communicating such practices with
shareholders and stakeholders. With the exception of Directors’ Remuneration (which is dealt with separately in
the Remuneration Report), this statement sets out how the Board has applied such principles and the Company's
compliance with the specific provisions of the Guidelines.
Board and Board Committees
The Board of Directors
The Board of the Company is responsible for the Group’s system of corporate governance. At 31 December
2023, the Board consisted of three Directors namely the Chief Executive Officer, Ms N Memon, the Non-executive
Chairman, Mr M Steed, and Non-executive Director, Mr D Hutchins. Details of their careers are given in the
Report of the Directors.
The Board has considered the independence of Mr Hutchins and considers him to be fully independent.
Details of Directors’ service contracts are provided in the Remuneration Report. None of the Board have any
conflicts of interest arising from cross-directorships or day-to-day involvement in the running of the business. All
Directors are subject to election by shareholders at the first Annual General Meeting folllowing their appointment.
All Directors are submitted for re-election after three years, subject to continued satisfactory performance. All
Directors had access throughout the year to the advice and services of the Company Secretary Mr N Lee, who
is responsible for ensuring that Board procedures and applicable regulations under the Company’s Articles of
Association or otherwise are complied with. Each Director is entitled, if necessary, to seek independent
professional advice at the Company's expense.
Board Meetings
The Board of Directors seek to meet approximately every three months, however, more regular discussions took
place between directors during the period. Furthermore, where necessary, relevant matters were approved by
the Board electronically. There is a defined schedule of matters reserved for its decision. The matters so reserved
include responsibility for the overall Group strategy, approval of contracts, commitments to capital expenditure
over £10,000, appointment of Directors and staff, approval of Directors’ remuneration on the recommendation of
the Remuneration Committee, issue of shares and warrants, appointment of advisers, approval of regulatory
announcements to the market and a final investment decision to proceed with project implementation.
Board Committees
The Board Committees are comprised of Non-Executive Directors. They operate within defined terms of
reference, details of which are published on the Company’s website, and they report regularly to the Board. At
the Company’s current stage of development the Board Committees are also charged with advising the Boards
and management of subsidiary companies.
Page 22
ORACLE POWER PLC
CORPORATE GOVERNANCE REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The meetings held in 2023 were as follows:
The Board
Nomination Committee
Remuneration Committee
Audit Committee
Tender Committee
Number of
Meetings in
2023
6
Members (and
attendance during
period of
appointment)
All
0
0
2
1
n/a
n/a
All
All
Nomination Committee
The Nomination Committee was established post admission to AIM to review the structure, size and composition
of the Board, including the skills, knowledge and experience required, and to make recommendations to the
Board with regard to any changes. The Committee also identifies and screens candidates for recommendation
to the Board for the Remuneration and Audit Committees. The Nomination Committee also formulates proposals
for succession planning of the Board and management. The Committee currently comprises Mr Steed as
Chairman and Mr Hutchins. The Committee did not meet in 2023. The Committee also monitors the application
of Company policy on discrimination and encouraging diversity amongst the Company’s workforce. No issues
were noted in 2023.
Remuneration Committee
The Committee consists of Mr Steed as Chairman and Mr Hutchins. The Committee did not meet in 2023. It is
responsible for reviewing the remuneration, performance bonuses, incentive schemes and pension provision for
Board members and executives of the Company and any new joiners. It is policy that no individual participates
in discussions or decisions concerning their own remuneration.
Audit Committee
The Audit Committee of the Board met twice in 2023. The Committee is chaired by Mr Steed. Other Directors
and officers are invited to attend where appropriate.
The role of the Audit Committee is to monitor the integrity of the financial statements, and to review any significant
financial reporting issues, especially the consistency of, and changes to, accounting policy. The Committee also
assesses the effectiveness of the Company's internal controls and risk management systems. The Committee
considers and makes recommendations to the Board, to be put to shareholders for approval at the AGM, in
relation to the appointment, re-appointment or replacement of the Company's external auditor. This extends to
monitoring the effectiveness, remuneration and independence of the external auditors.
The auditors of Oracle Power PLC are Price Bailey LLP who have served the Company since it was founded.
Price Bailey have regularly rotated the audit engagement partner. The Committee’s view is that Price Bailey have
served the Company well. The Committee has therefore concluded that, given the limited size of this audit
engagement, the costs of re-tendering it cannot currently be justified.
A. F. Ferguson & Co. the local affiliate of Price Waterhouse Coopers, is based in Karachi and are the auditors
of Sindh Carbon Energy Limited and Thar Electricity (Private) Ltd. Pitcher Partners are the local affiliate of Baker
Tilly, based in Perth and are the auditors of Oracle Gold Pty Limited. Price Waterhouse Coopers (London) advises
the Group on global tax matters and A. F. Ferguson & Co. and Pitcher Partners advise the Group on local tax
matters.
Page 23
ORACLE POWER PLC
CORPORATE GOVERNANCE REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The going concern assumption was reviewed by the Committee. The carrying values of the various project assets
rely upon the successful raising of sufficient finance to reach an investment decision and the Annual Report and
Accounts reflect that judgement.
In the area of internal controls, the Audit Committee monitors the internal control environment of the Group. The
Committee also oversees the Group’s adherence to Market Abuse Regulations. The Committee considers that
internal controls are sound, both in Oracle Power PLC and in its subsidiary companies. The Committee monitors
the Company’s Internal Control Manual and makes amendments as and when required.
The risk assessment exercise for the Company is undertaken annually under the supervision of the Audit
Committee. The results of the most recent exercise are included in this Report in the section Principal Risks and
Uncertainties.
Management Meetings
The Senior Management of the Company meets regularly to discuss in detail project progress and all other
aspects of the business and where appropriate tables recommendations to the Board for their consideration and
approval.
Tender Committee
The Committee comprises Mr Hutchins as Chairman. One meeting was held in 2023. The purpose of the Tender
Committee is to ensure the fair and objective consideration of bids received for services and goods in respect of
both capital and revenue expenditure. The Tender Committee must be consulted on all contracts or purchases
which could exceed £10,000. The Tender Committee will recommend contract awards to the individuals
authorised to commit the Company. In the case of contracts of £100,000 or more the final decision will be ratified
by the Company’s full Board of Directors.
Matters to be referred to the Tender Committee include:
•
•
•
•
•
•
•
lists of proposed tenderers
lists of proposed vendors
proposals to negotiate rather than tender contracts
opening and recording of sealed bids (which may be delegated to appropriate officers)
proposals to award contracts
variations, claims and over expenditure on contracts when these exceed 7% of the original price
renewal of existing contracts
Accountability and Audit
Financial Reporting
The Board is responsible for presenting a balanced and understandable assessment of the Company’s position
and prospects, extending to interim financial reports and other announcements. All announcements are approved
by the Board and the Company’s Nominated Adviser.
Internal Controls
The Directors have overall responsibility for ensuring that the Group maintains a system of internal controls to
provide them with reasonable assurance that the assets of the Group are safeguarded and that shareholders’
investments are safeguarded. The system includes internal controls covering financial, operational and
compliance areas, and risk management. There are limitations in any system of internal controls, which can
provide reasonable but not absolute assurance with respect to the preparation of financial information, the
safeguarding of assets and the possibility of material misstatement or loss.
The Board has delegated responsibility for the monitoring of internal control to the Audit Committee, and this is
covered in the Audit Committee Report. The Board considers that an internal audit function would not be
appropriate at the current stage of the Group’s development but will keep the matter under regular review.
Page 24
ORACLE POWER PLC
CORPORATE GOVERNANCE REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Relations with Shareholders
The Directors place great importance on maintaining good communications with both institutional and private
investors. The Group reports formally to shareholders twice a year and more regular communication is provided
through regulatory announcements and through the Company’s website. The Chief Executive, supported by the
Group's brokers, makes interim presentations to shareholders as needed.
ON BEHALF OF THE BOARD:
Mark Steed
Chairman
25 June 2024
Page 25
ORACLE POWER PLC
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors are responsible for preparing the Group Strategic Report, Directors’ Report and the consolidated
financial statements, in accordance with applicable law.
Company law requires the directors to prepare consolidated financial statements for each financial year. Under
that law they have elected to prepare the consolidated financial statements in accordance with International
Financial Reporting Standards (IFRS) as adopted by the UK.
Under company law the directors must not approve the consolidated financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of
the Group for that period. In preparing the consolidated financial statements, the directors are required to:
•
•
•
•
•
select suitable accounting policies and then apply them consistently;
make judgments and estimates that are reasonable and prudent;
state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any
material departures disclosed and explained in the financial statements;
assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters
related to going concern; and
use the going concern basis of accounting unless they either intend to liquidate the Group or the Company
or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of
the parent Company and enable them to ensure that the financial statements comply with the Companies Act
2006. They are responsible for such internal control as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to
prevent and detect fraud and other irregularities.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the
Companies Act 2006) of which the Group’s auditors are unaware, and each director has taken all the steps that
he ought to have taken as a director in order to make himself aware of any relevant audit information and to
establish that the Group’s auditors are aware of that information.
The auditors, Price Bailey LLP, have expressed their willingness to continue in office and a resolution to
re-appoint them will be proposed at the Group’s forthcoming Annual General Meeting.
ON BEHALF OF THE BOARD:
Mark Steed
Chairman
Date: 25 June 2024
Page 26
ORACLE POWER PLC
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF ORACLE POWER PLC
Opinion
We have audited the financial statements of Oracle Power plc (the 'parent company') and its subsidiaries (the
'group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Profit or Loss, the
Consolidated Statement of Other Comprehensive Income, the Consolidated Statement of Financial Position, the
Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company
Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Company 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 UK adopted international accounting
standards and, as regards the parent company financial statements, as applied in accordance with the provisions
of the Companies Act 2006.
In our opinion:
− the financial statements give a true and fair view of the state of the group's and of the parent company's
affairs as at 31 December 2023 and of the group's loss for the year then ended;
− the group financial statements have been properly prepared in accordance with UK adopted international
accounting standards;
− the parent company financial statements have been properly prepared in accordance with UK adopted
international accounting standards and as applied in accordance with the provisions of the Companies
Act 2006; and
− the financial statements 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 Auditors' responsibilities for the audit
of the financial statements section of our report. We are independent of the group 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 as applied to listed entities 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.
Page 27
ORACLE POWER PLC
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF ORACLE POWER PLC
(CONTINUED)
Material uncertainty relating to going concern
We draw attention to Notes 2 and 11 in the financial statements, which explain that during the year under review,
the Group experienced net cash outflows from operating activities, which it financed from existing cash resources
held at the start of the year and cash received from the issue of new equity share capital. The directors have
considered the cash flow requirements of the Group over the next 12 months and believe that additional funding
will be required to meet the Group’s cash requirements over that period. As stated in Notes 2 and 11, this
condition, along with other matters as set forth in Notes 2 and 11, indicate that a material uncertainty exists that
may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified
in respect of this matter.
Given the uncertainties noted above we considered going concern to be a Key Audit Matter. We have assessed
management’s forecasts and underlying assumptions. In doing so we considered factors such as historical
operating expenditure and the group’s ability to raise funding in the near future.
We found our results from the above and the disclosures in the financial statements in respect of the above to
be appropriate.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the entity’s ability to continue to adopt the going concern basis of
accounting included review of forecasts covering at least 12 months after signing of the accounts, review of
management accounts after the year end, and consideration of available funding.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Our approach to the audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment. We determined
materiality and assessed the risk of material misstatement in the financial statements. In particular we looked at
where the directors had made subjective judgements within accounting estimates. We addressed the risk of
management override of internal controls including whether there was evidence of bias by the directors that
represented a risk of material misstatements due to fraud.
The group has operating entities based in Pakistan and Australia. We assessed there to be four significant
components being the Oracle Power Plc with operations in the UK, Sindh Carbon Energy Ltd and Thar Electricity
(Private) Ltd with operations in Pakistan, and Oracle Gold Pty Limited with operations in Australia.
The parent entity was subject to a full scope audit by the group auditor.
A full scope audit was performed on the significant components Sindh Carbon Energy Ltd and Thar Electricity
(Private) Ltd by component auditors in Pakistan, and Oracle Gold Pty Limited by component auditors in Australia.
Detailed group reporting instructions for the testing of the significant areas were sent to the component auditors
and we discussed their findings with the component audit partners. The group audit team also performed the
audit procedures over the significant risk areas and consolidation.
Page 28
ORACLE POWER PLC
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF ORACLE POWER PLC
(CONTINUED)
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial statements of the current period and include the most significant addressed 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, we do not provide a separate opinion on these matters.
In addition to the matter described in the Material uncertainty related to going concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter
How our scope addressed this matter
Review of management’s impairment review for
Pakistan under IAS36, including the feasibility
report prepared by an expert, and the company’s
plans for financing and progressing the project.
It also includes the progress of the project in the
year and details key milestones achieved
Review of management’s assessment of
indicators of impairment under IFRS6 in respect
of the Australia project, including progress of the
project in the year and details key milestones
achieved.
Review of
exploration licences.
the status and validity of
the
Challenge of the management’s assessment
and consideration of evidence provided including
a review of key partner contracts and plans to
take the project to financial close.
evaluated
We
and
the
appropriateness of the disclosures provided
within the financial statements in Notes 2, 11 and
14.
adequacy
feasibility and
Project
impact on carrying value of
intangibles, the valuation of the investments and recoverability
of intercompany loans
its
The group has substantial exploration assets on which the
success of the group is underpinned.
As explained in Notes 2 and 11 to the financial statements the
assessment of whether there are indicators of impairment in
relation to exploration assets requires the exercise of significant
judgement by management.
Given the significant value of the exploration assets the
assessment of whether there are indicators of impairment and
the results of the impairment reviews represent a key audit
matter for our audit.
For the primary project in Pakistan, the Directors have
performed an impairment review based on the financial
feasibility of the project, comparing the carrying value to the
recoverable amount, and have determined that no impairment
is required.
For the Australia project, the Directors have assessed whether
there is an indicator of impairment of the project. No impairment
indicators have been identified for the Northern
Additionally, the company has intercompany loans due from
Sindh Carbon Energy Limited, Thar Electricity (Private) Limited,
Oracle Gold Pty Limited, and Oracle Energy Limited. These are
repayable on demand however are unlikely to be repaid until
the respective projects become successful and the subsidiaries
start to generate revenues, as explained in Note 14.
Further, the carrying value of the investments are reliant on the
projects becoming successful and generating revenues for the
group.
The recoverability of the intercompany loans and carrying value
of investments are therefore also reliant on the feasibility of the
projects of which detailed assessments have been made which
conclude no impairments are required.
Page 29
ORACLE POWER PLC
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF ORACLE POWER PLC
(CONTINUED)
Our application of materiality
We consider materiality to be the magnitude by which misstatements, including omissions, could influence the
economic decisions of reasonably knowledgeable users that are taken on the basis of Financial Statements.
Materiality provides a basis for determining the nature and extent of our audit procedures.
We based materiality on net assets of the group and concluded materiality to be £315,000, with performance
materially of £157,000. We consider that net assets provides us with the most relevant performance measure to
stakeholders of the entity given the stage of the Group’s activity and growth.
We apply the concept of materiality both in the planning and performance of the audit, and in evaluating the
effects of misstatements.
During the course of the audit we reassessed materiality from planning to reflect the final reported performance
of the group. There was no change made to our planning materiality.
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.
Opinion 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 Group Strategic Report and the Report of the Directors for the financial
year for which the financial statements are prepared is consistent with the financial statements;
and
the Group Strategic Report and the Report of the Directors 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 group and the parent company and its environment
obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report
or the Report of the Directors.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report
to you if, in our opinion:
•
•
•
•
adequate accounting records have not been kept by the parent company, or returns adequate for
our audit have not been received from branches not visited by us; or
the parent company 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.
Page 30
ORACLE POWER PLC
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF ORACLE POWER PLC
(CONTINUED)
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 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 group's and the parent
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 group or the parent
company or to cease operations, or have no realistic alternative but to do so.
Auditors’ 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:
We obtained an understanding of the legal and regulatory framework applicable to the group and the parent
company and the industry in which it operates and considered the risk of non-compliance with the applicable
laws and regulations including fraud, in particular those that could have a material impact on the financial
statements.
This included those regulations directly related to the financial statements, including financial reporting, tax
legislation and distributable profits. In relation to the industry this included licensing requirements, employment
laws and health and safety.
The risks were discussed with the audit team and we remained alert to any indications of non-compliance
throughout the audit. We carried out specific procedures to address the risks identified. These included the
following:
Reviewing minutes of Board meetings and Audit Committee meetings, correspondence with their regulators,
agreeing the financial statement disclosures to underlying supporting documentation, enquiries of management
including those responsible for the key regulations for any instances of actual, suspected or alleged fraud or
non-compliance.
To address the risk of management override of controls, we carried out testing of journal entries and other
adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the
normal course of business. We also assessed management bias in relation to the accounting policies adopted
and in determining significant accounting estimates.
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.
Page 31
ORACLE POWER PLC
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF ORACLE POWER PLC
(CONTINUED)
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report
of the Auditors.
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 a Report of the Auditors 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.
Adam Norman FCCA (Senior Statutory Auditor)
for and on behalf of
Price Bailey LLP
Chartered Accountants and Statutory Auditors
Tennyson House
Cambridge Business Park
Cambridge
CB4 0WZ
25 June 2024
Page 32
ORACLE POWER PLC
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 31 DECEMBER 2023
CONTINUING OPERATIONS
Administrative expenses
LOSS FROM OPERATIONS
Finance income
Other income
Amounts written off and p/l on disposals
Associate (loss)
LOSS BEFORE TAX
LOSS FOR THE YEAR
Note
2023
£
2022
£
(848,058) (1,311,012)
(848,058)
(1,311,012)
36,688 14,592
26,697
-
-
6,762
(5,122)
-
(789,795)
(1,289,658)
(789,795)
(1,289,658)
2023
Pence
2022
Pence
Earnings per share attributable to the ordinary equity holders of the parent
PROFIT OR LOSS
Basic
Diluted
The notes on pages 45 to 80 form part of these financial statements.
9
9
(0.02)
(0.04)
(0.02)
(0.04)
Page 33
ORACLE POWER PLC
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
Loss for the year
2023
£
2022
£
(789,795) (1,289,658)
ITEMS THAT WILL OR MAY BE RECLASSIFIED TO PROFIT OR
LOSS:
Exchange (loss)/gains arising on translation on foreign operations
(317,429)
(178,459)
OTHER COMPREHENSIVE LOSS FOR THE YEAR, NET OF TAX
(317,429)
(178,459)
TOTAL COMPREHENSIVE LOSS
(1,107,224)
(1,468,117)
The notes on pages 45 to 80 form part of these financial statements.
Page 34
ORACLE POWER PLC
REGISTERED NUMBER: 05867160
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
Assets
NON-CURRENT ASSETS
Property, plant and equipment
Intangible assets
Investments in equity-accounted associates
Loans and other financial assets
CURRENT ASSETS
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
Liabilities
CURRENT LIABILITIES
Trade and other payables
TOTAL LIABILITIES
NET ASSETS
ISSUED CAPITAL AND RESERVES ATTRIBUTABLE TO
OWNERS OF THE PARENT
Share capital
Share premium reserve
Foreign exchange reserve
Share scheme reserve
Retained earnings
TOTAL EQUITY
Note
2023
£
2022
£
10
11
13
14
15
25
2,202
4,759,055
732,106
719,024
3,885
5,023,296
668,782
580,079
6,212,387
6,276,042
46,909
203,526
250,435
45,069
150,905
195,974
6,462,822
6,472,016
18
146,565
146,565
203,034
203,034
146,565
203,034
6,316,257
6,268,982
16
3,745,415
19,109,662
(1,312,554)
9,759
(15,236,025)
3,078,297
18,632,040
(995,125)
58,179
(14,504,409)
6,316,257
6,268,982
The financial statements were approved and authorised for issue by the board of directors on 25 June 2024 and
were signed on its behalf by:
Mark Steed
Chairman
The notes on pages 45 to 80 form part of these financial statements.
Page 35
ORACLE POWER PLC
REGISTERED NUMBER: 05867160
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
Note
2023
£
2022
£
Assets
NON-CURRENT ASSETS
Property, plant and equipment
Intangible assets
Investments in equity-accounted associates
Investments
Loans and other financial assets
CURRENT ASSETS
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
Liabilities
CURRENT LIABILITIES
Trade and other payables
TOTAL LIABILITIES
Net assets
ISSUED CAPITAL AND RESERVES ATTRIBUTABLE TO OWNERS
OF THE PARENT
Share capital
Share premium reserve
Share scheme reserve
Retained earnings
TOTAL EQUITY
10
11
13
13
14
15
25
69
3,665,622
732,106
2,898,531
2,926,786
274
3,665,622
668,782
2,898,531
2,605,218
10,223,114
9,838,427
43,849
192,574
40,731
137,291
236,423
178,022
10,459,537
10,016,449
18
122,998
175,961
122,998
175,961
122,998
175,961
10,336,539
9,840,488
16
3,745,415
19,109,662
9,759
(12,528,297)
3,078,297
18,632,040
58,179
(11,928,028)
10,336,539
9,840,488
The Company's loss for the year was £658,448 (2022 - £1,205,625).
The financial statements were approved and authorised for issue by the board of directors on 25 June 2024 and
were signed on its behalf by:
Mark Steed
Chairman
The notes on pages 45 to 80 form part of these financial statements.
Page 36
ORACLE POWER PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Share
capital
Share
premium
Share
scheme
reserve
Foreign
exchange
reserve
Retained
earnings
Total
attributable
to equity
holders of
parent Total equity
£
£
£
£
£
£
£
At 1 January 2023
3,078,297 18,632,040
58,179
(995,125) (14,504,409)
6,268,982
6,268,982
Comprehensive income for the year
Loss for the year
Other comprehensive income
Total comprehensive income for the year
Contributions by and distributions to owners
-
-
-
-
-
-
-
-
-
-
(789,795)
(789,795)
(789,795)
(317,429)
-
(317,429)
(317,429)
(317,429)
(789,795) (1,107,224) (1,107,224)
Issue of share capital
667,118
477,622
9,759
Transfer to/from retained earnings
-
-
(58,179)
Total contributions by and distributions to owners
667,118
477,622
(48,420)
-
-
-
-
1,154,499
1,154,499
58,179
-
-
58,179
1,154,499
1,154,499
At 31 December 2023
3,745,415
19,109,662
9,759
(1,312,554)
(15,236,025)
6,316,257
6,316,257
The notes on pages 45 to 80 form part of these financial statements.
Page 37
ORACLE POWER PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
PRIOR FINANCIAL YEAR
Share
capital
Share
premium
Share
scheme
reserve
Foreign
exchange
reserve
Retained
earnings
Total
attributable
to equity
holders of
parent Total equity
£
£
£
£
£
£
£
At 1 January 2022
2,650,325 17,853,012
66,733
(816,666) (13,223,305)
6,530,099
6,530,099
Comprehensive income for the year
Loss for the year
Other comprehensive income
Total comprehensive income for the year
Contributions by and distributions to owners
-
-
-
-
-
-
Issue of share capital
427,972
779,028
-
-
-
-
Transfer to/from retained earnings
-
-
(8,554)
Total contributions by and distributions to owners
427,972
779,028
(8,554)
-
(1,289,658) (1,289,658) (1,289,658)
(178,459)
-
(178,459)
(178,459)
(178,459) (1,289,658) (1,468,117) (1,468,117)
-
-
-
-
1,207,000
1,207,000
8,554
-
-
8,554
1,207,000
1,207,000
At 31 December 2022
3,078,297
18,632,040
58,179
(995,125)
(14,504,409)
6,268,982
6,268,982
The notes on pages 45 to 80 form part of these financial statements.
Page 38
ORACLE POWER PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Share
capital
Share
premium
Share
scheme
reserve
Retained
earnings Total equity
£
£
£
£
£
At 1 January 2023
3,078,297 18,632,040
58,179 (11,928,028)
9,840,488
Comprehensive income for the year
Loss for the year
Total comprehensive income for
the year
Contributions by and distributions
to owners
-
-
-
-
-
-
(658,448)
(658,448)
(658,448)
(658,448)
Issue of share capital
667,118
477,622
9,759
-
1,154,499
Share warrants exercised
-
-
(58,179)
58,179
-
Total contributions by and
distributions to owners
667,118
477,622
(48,420)
58,179
1,154,499
At 31 December 2023
3,745,415
19,109,662
9,759
(12,528,297)
10,336,539
The notes on pages 45 to 80 form part of these financial statements.
Page 39
ORACLE POWER PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
PRIOR FINANCIAL YEAR
Share
capital
Share
premium
Share
scheme
reserve
Retained
earnings Total equity
£
£
£
£
£
At 1 January 2022
2,650,325 17,853,012
66,733 (10,730,957)
9,839,113
Comprehensive income for the year
Loss for the year
Total comprehensive income for
the year
Contributions by and distributions
to owners
-
-
-
-
-
(1,205,625) (1,205,625)
-
(1,205,625) (1,205,625)
Issue of share capital
427,972
779,028
-
-
1,207,000
Share warrants exercised
-
-
(8,554)
8,554
-
Total contributions by and
distributions to owners
427,972
779,028
(8,554)
8,554
1,207,000
At 31 December 2022
3,078,297
18,632,040
58,179
(11,928,028)
9,840,488
The notes on pages 45 to 80 form part of these financial statements.
Page 40
ORACLE POWER PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year
ADJUSTMENTS FOR
Depreciation of property, plant and equipment
Impairment losses on intangible assets
Impairment losses recognised on loans to associates
Loss from investments in associates
Finance income
Gain on disposal of subsidiary undertaking
Net foreign exchange loss
MOVEMENTS IN WORKING CAPITAL:
(Decrease) in trade and other receivables
(Increase)/decrease in trade and other payables
CASH GENERATED FROM OPERATIONS
NET CASH USED IN OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Australia exploration fixed assets
Purchase of Pakistan project fixed assets
Payments for investments in associates
Issue of loans
Interest received
Note
2023
£
2022
£
(789,795)
(1,289,658)
10
11
205
18,516
205
579,728
28,415
25,785
5,122
-
(36,688)
(14,592)
-
(6,762)
67,135
10,300
(707,090)
(694,994)
(1,840)
(38,025)
(56,468)
25,305
(765,398)
(707,714)
(765,398)
(707,714)
11
11
13
(37,754)
(238,245)
(61,806)
(140,718)
(68,446)
(668,782)
(167,483)
(184,929)
2,242
14,592
NET CASH USED IN INVESTING ACTIVITIES
(333,247)
(1,218,082)
CASH FLOWS FROM FINANCING ACTIVITIES
Page 41
ORACLE POWER PLC
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Issue of ordinary shares
Share issue costs
1,213,000
(58,500)
1,207,000
-
NET CASH FROM FINANCING ACTIVITIES
1,154,500
1,207,000
NET DECREASE IN CASH AND CASH EQUIVALENTS
55,855
(718,796)
Cash and cash equivalents at the beginning of year
150,905
872,000
Exchange loss on cash and cash equivalents
(3,234)
(2,299)
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
25
203,526
150,905
The notes on pages 45 to 80 form part of these financial statements.
Page 42
ORACLE POWER PLC
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year
ADJUSTMENTS FOR
Note
2023
£
2022
£
(658,448)
(1,205,625)
Depreciation of property, plant and equipment
10
205
205
Amortisation of intangible fixed assets
Impairment loss recognised on other receivables
Associate loss
Forgiveness of other loan
Finance income
Loss on sale of discontinued operations, net of tax
Net foreign exchange loss
MOVEMENTS IN WORKING CAPITAL:
Increase/(decrease) in trade and other receivables
(Increase) in trade and other payables
(Decrease)/increase in loans to subsidiaries
CASH GENERATED FROM OPERATIONS
NET CASH USED IN OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for investments in associates
Interest received
11
-
313,229
57,742
301,462
5,122
-
-
(804,516)
(164,949)
(66,938)
-
804,516
63,734
47,944
(696,594)
(609,723)
144,645
(665)
(52,964)
(733,801)
(428,100)
78,228
(1,033,013)
(1,265,961)
(1,033,013)
(1,265,961)
(68,446)
(668,782)
2,242
14,592
NET CASH USED IN INVESTING ACTIVITIES
(66,204)
(654,190)
Page 43
ORACLE POWER PLC
COMPANY STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
CASH FLOWS FROM FINANCING ACTIVITIES
Issue of ordinary shares
Share issue costs
1,213,000
(58,500)
1,207,000
-
NET CASH FROM FINANCING ACTIVITIES
1,154,500
1,207,000
NET INCREASE/ (DECREASE) IN CASH AND CASH
EQUIVALENTS
55,283
(713,151)
Cash and cash equivalents at the beginning of year
137,291
850,442
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
25
192,574
137,291
The notes on pages 45 to 80 form part of these financial statement
Page 44
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1. STATUTORY INFORMATION
Oracle Power PLC is a public company, limited by shares and registered and domiciled in England and
Wales. It is the ultimate holding company of the Oracle Power PLC Group. The Group is primarily involved
in an energy project, based on the exploration and development of coal and construction of a mine-mouth
power plant in Pakistan. The Group also has two exploration projects in Western Australia and a green
hydrogen project in Pakistan. The presentation currency of the financial statements is Pounds Sterling
(£). The Company’s registered number and registered office address can be found in the General
Information section of this report.
2. ACCOUNTING POLICIES
2.1
Going concern
During the year under review, the Group experienced net cash outflows from its operating activities which
it financed from existing cash resources held at the start of the year and cash received from the issue of
new equity share capital. The Directors have considered the cash flow requirements of the Group over the
next 12 months and believe that additional funding will be required to meet the Group’s cash requirements
over that period. This additional cash requirement creates a material uncertainty that may cast significant
doubt on the Company’s ability to continue as a going concern. However, the Directors expect to be able
to meet the funding requirements for the Group to continue as a going concern for at least 12 months from
the date of the approval of these financial statements and, consequently, the Directors consider it
appropriate to adopt the going concern basis in the preparation of the financial statements.
2.2
Compliance with accounting standards
These financial statements have been prepared in accordance with UK adopted International Financial
Reporting Standards and IFRIC interpretations and with those parts of the Companies Act 2006 applicable
to reporting groups under IFRS.
The financial statements have been prepared under the historical cost convention.
2.3
Significant accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the amounts reported for revenues and expenses during the year and the amounts
reported for assets and liabilities at the statement of financial position date. However, the nature of
estimation means that the actual outcomes could differ from those estimates.
The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the
carrying amounts of assets and liabilities within the next financial year are the measurement of any
impairment on intangible assets and the estimation of share-based payment costs.
The principal risk and uncertainty in respect of the intangible assets (exploration assets) is that the Group
may not reach financial close. The Board has tested the intangible assets for impairment. For this test, the
Board considered market values of the assets (where applicable); results from technical and feasibility
studies and reports; and the possibility of future project options available. Based on this, the Board have
concluded that no impairment provision is required.
Page 45
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.
ACCOUNTING POLICIES (CONTINUED)
The Group determines whether there is any impairment of intangible assets on an annual basis.
At the balance sheet date, the intangible assets are carried forward at their cost of £5,357,888 (2022:
£5,603,630) less impairment of £598,833 (2022: £579,728).
2.4
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved
where the Company has the power to govern the financial and operating policies of an investee entity so
as to obtain benefits from its activities.
Business acquisitions have been accounted for in accordance with IFRS 3, 'Business Combinations'. Fair
values are attributed to the Group's share of net assets. Where the cost of acquisition exceeds the fair
values attributed to such assets, the difference is treated as purchased goodwill and is capitalised.
2.5
Intangible assets
(i) Intangible fixed assets - Australia exploration costs
Expenditure on the acquisition costs, exploration and evaluation of interests in licences, including related
finance and administration costs, are capitalised. Such costs are carried forward in the statement of
financial position under intangible assets and amortised over the minimum period of the expected future
commercial production of gold in respect of each area of interest where:
such costs are expected to be recouped through successful development and exploration of the
a)
area of interest or alternatively by its sale;
b)
exploration activities have not yet reached a stage that permits a reasonable assessment of the
existence or otherwise of economically recoverable reserves and active operations in relation to the areas
are continuing.
An annual impairment review is carried out by the Directors when specific facts and circumstances indicate
that an impairment test is required, such as:
(1) the period for which the entity has the right to explore in the specific area has expired during the period
or will expire in the near future, and is not expected to be renewed.
(2) substantive expenditure on further exploration for and evaluation of mineral resources in the specific
area is neither budgeted nor planned.
(3) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of
commercially viable quantities of mineral resources and the entity has decided to discontinue such
activities in the specific area.
(4) sufficient data exists to indicate that, although a development in the specific area is likely to proceed,
the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from
successful future development or by sale.
In any such case, or similar cases, the entity shall perform an impairment test in accordance with IAS 36.
Any impairment loss is recognised as an expense in accordance with IAS 36
Australia exploration costs are carried at cost less any provision for impairment.
Page 46
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.
ACCOUNTING POLICIES (CONTINUED)
2.5
Intangible assets (continued)
ii) Intangible fixed assets - Pakistan project costs
Expenditure on the Pakistan project to achieve final project approval prior to the start of mining operations
including related finance and administration costs are capitalised. Such costs are carried forward in the
statement of financial position under intangible assets and amortised over the minimum period of the
expected future commercial production of coal in respect of each area of interest
The Pakistan project costs are tested annually for impairment by comparing the carrying amount to the
recoverable amount. Pakistan project costs are carried at cost less any provision for impairment.
2.6
Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation. Depreciation is
provided at the following annual rates in order to write off each asset over its estimated useful life.
Fixtures and fittings
Motor vehicles
Computer equipment
-
-
-
15% on reducing balance
20% on reducing balance
30% on reducing balance
2.7
Investments in subsidiaries
Investments in subsidiaries are stated at cost. The investments are reviewed annually and any
impairment is taken directly to the statement of profit or loss. Investments in subsidiaries are fully
consolidated within the Group financial statements.
2.8
Investments in associates
An associate is an entity over which the Group has significant influence. Significant influence is the power to
participate in the financial and operating policy decisions of the investee but is not control or joint control over
those policies.
The results and assets and liabilities of associates are incorporated in these consolidated financial
statements using the equity method of accounting, except when the investment, or a portion thereof, is
classified as held for sale, in which case it is accounted for in accordance with IFRS 5. Under the equity
method, an investment in an associate or a joint venture is initially recognised in the consolidated statement
of financial position at cost and adjusted thereafter to recognise the Group's share of the profit or loss and
other comprehensive income of the associate or joint venture. When the Group's share of losses of an
associate exceeds the Group's interest in that associate or joint venture (which includes any long-term
interests that, in substance, form part of the Group's net investment in the associate, the Group discontinues
recognising its share of further losses. Additional losses are recognised only to the extent that the Group has
incurred legal or constructive obligations or made payments on behalf of the associate.
An investment in an associate is accounted for using the equity method from the date on which the investee
becomes an associate or a joint venture. On acquisition of the investment in an associate, any excess of the
cost of the investment over the Group's share of the net fair value of the identifiable assets and liabilities of
the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any
excess of the Group's share of the net fair value of the identifiable assets and liabilities over the cost of the
investment, after reassessment, is recognised immediately in profit or loss in the period in which the
investment is acquired.
Page 47
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.
ACCOUNTING POLICIES (CONTINUED)
2.8
Investments in associates (continued)
The requirements of IAS 36 are applied to determine whether it is necessary to recognise any impairment
loss with respect to the Group's investment in an associate or joint venture. When necessary, the entire
carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36
Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair
value less costs of disposal) with its carrying amount. Any impairment loss recognised forms part of the
carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with
IAS 36 to the extent that the recoverable amount of the investment subsequently increases.
The Group discontinues the use of the equity method from the date when the investment ceases to be an
associate or joint venture, or when the investment is classified as held for sale. When the Group retains an
interest in the former associate or joint venture and the retained interest is a financial asset, the Group
measures the retained interest at fair value at that date and the fair value is regarded as its fair value on
initial recognition in accordance with IFRS 9. The difference between the carrying amount of the associate
or joint venture at the date the equity method was discontinued, and the fair value of any retained interest
and any proceeds from disposing of a part interest in the associate or joint venture is included in the
determination of the gain or loss on disposal of the associate or joint venture. In addition, the Group accounts
for all amounts previously recognised in other comprehensive income in relation to that associate or joint
venture on the same basis as would be required if that associate or joint venture had directly disposed of the
related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income
by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets
or liabilities, the Group reclassified the gain or loss from equity to profit or loss (as a reclassification
adjustment) when the equity method is discontinued. The Group continues to use the equity method when
an investment in an associate becomes an investment in a joint venture or an investment in a joint venture
becomes an associate. There is no remeasurement to fair value upon such changes in ownership interests.
When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to
use the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had
previously been recognised in the other comprehensive income relating to that reduction in ownership
interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or
liabilities.
When a Group entity transacts with an associate or a joint venture of the Group, profits and losses resulting
from the transactions with the associate or joint ventures are recognised in the Group's consolidated financial
statements only to the extent of interests in the associate or joint venture that are not related to the Group.
2.9
Leasing
All leases held are either short-term leases or are for low value assets. The rentals paid are charged to
the statement of profit or loss on a straight line basis over the period of the lease.
Page 48
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.10
Foreign currency
In preparing the financial statements of each individual Group entity, transactions in currencies other than
the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at
the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign
currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value
that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair
value was determined. Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.
Exchange differences on monetary items are recognised in profit or loss in the period in which they arise
except for exchange differences on foreign currency borrowings relating to assets under construction for
future productive use, which are included in the cost of those assets when they are regarded as an
adjustment to interest costs on those foreign currency borrowings;
For the purposes of presenting these consolidated financial statements, the assets and liabilities of the
Group's foreign operations are translated into pounds using exchange rates prevailing at the end of each
reporting period. Income and expense items are translated at the average exchange rates for the period,
unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the
dates of the transactions are used. Exchange differences arising, if any, are recognised in other
comprehensive income and accumulated in equity (and attributed to non-controlling interests as
appropriate).
On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation,
a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal
of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained
interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of
that operation attributable to the owners of the Company are reclassified to profit or loss.
In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation that does not
result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange
differences are re-attributed to non-controlling interests and are not recognised in profit or loss. For all
other partial disposals (i.e. partial disposals of associates or joint arrangements that do not result in the
Group losing significant influence or joint control), the proportionate share of the accumulated exchange
differences is reclassified to profit or loss.
Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through
acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated
at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are
recognised in other comprehensive income.
2.11
Employee benefits
Retirement benefit costs and termination benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension
scheme are charged to the income statement in the period to which they relate.
Page 49
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.12
Share-based payments
Share-based payment transactions of the Company
Where equity settled share warrants are awarded to employees, the fair value of the warrants at the date
of grant is charged to the statement of profit or loss over the vesting period. Non-market vesting conditions
are taken into account by adjusting the number of equity instruments expected to vest at each statement
of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is
based on the number of warrants that eventually vest. Market vesting conditions are factored into the fair
value of all warrants granted. As long as all other vesting conditions are satisfied, a charge is made
irrespective of whether market vesting conditions are satisfied. The cumulative expense is not adjusted for
failure to achieve a market vesting condition.
Where terms and conditions of warrants are modified before they vest, the increase in the fair value of the
warrants, measured immediately before and after the modification, is also charged to the statement of
profit or loss over the remaining vesting period. Where equity instruments are granted to persons other
than employees, the statement of profit or loss is charged with the fair value of goods and services
received.
2.13
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s statement of financial position
when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value, except for trade receivables
that do not have a significant financing component which are measured at transaction price. Transaction
costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities
(other than financial assets and financial liabilities at fair value through profit or loss) are added to or
deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial
recognition. Transaction costs directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Financial Assets:
The Group classifies its financial assets other than investments in subsidiaries and associates as financial
assets at amortised cost, at fair value through other comprehensive income (FVOCI) or at fair value
through profit or loss (FVTPL). The classification depends on the purpose for which the financial assets
were acquired. Management determines the classification of its financial assets at initial recognition.
A financial asset is measured at amortised cost if it is held within a business model whose objective is to
collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.
A financial asset is measured at FVOCI if it is held within a business model whose objective is achieved
by collecting contractual cash flows and selling financial assets and its contractual terms give rise on
specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
A financial asset is measured at FVTPL if it is not measured at amortised cost or at FVOCI.
Page 50
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.13
Financial instruments (continued)
Financial assets (continued)
All of the Group financial assets are currently classified at amortised cost.
Financial assets at amortised cost are subsequently measured at amortised cost using the effective
interest method. The amortised cost is reduced by impairment losses. They are included in current assets,
except for maturities greater than 12 months after the balance sheet date. These are classified as
non-current assets.
Trade receivables, with standard payment terms of between 30 to 65 days, are recognised and carried at
the lower of their original invoiced and recoverable amount.
A loss allowance is recognised on initial recognition of financial assets held at amortised cost, based on
expected credit losses, and is re-measured annually with changes appearing in profit or loss. Where there
has been a significant increase in credit risk of the financial instrument since initial recognition, the loss
allowance is measured based on lifetime expected losses. In all other cases, the loss allowance is
measured based on 12-month expected losses. For assets with a maturity of 12 months or less, including
trade receivables, the 12-month expected loss allowance is equal to the lifetime expected loss allowance.
The Group’s financial assets are disclosed in notes 14 and 15.
Financial Liabilities:
The Group classifies its financial liabilities at amortised cost or at FVTPL. A financial liability is measured
at FVTPL if it is classified as held for trading, it is a derivative or it is designated as such on initial
recognition, otherwise it is classified at amortised cost.
All of the Group’s financial liabilities are currently classified at amortised cost.
Financial liabilities at amortised cost are subsequently measured at amortised cost using the effective
interest method. They are classified as non-current when the payment falls due more than 12 months after
the year end date.
2.14
Cash and cash equivalents
Cash and cash equivalents for the purpose of the cash flow statement comprise cash and bank
balances.
2.15 New Standards and Interpretations applied
There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year
beginning 1 January 2023 that would be expected to have a material impact on the Group.
New and revised standards not yet effective
Certain new accounting standards and interpretations have been issued but have not been applied by
the Group in preparing these financial statements as they are not as yet effective. These standards are
not expected to have a material impact on the Group in the current or future periods and on foreseeable
future transactions.
Page 51
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3. SEGMENT INFORMATION
Based on risks and returns, the Directors consider that the primary business reporting format is by business
segment which are currently:
1) the principal activity of the Group which is an energy project developer, based on the exploration and
proposed development of a coal mine and construction of a mine-mouth power plant in Pakistan (the
“Pakistan Energy Project”);
2) an investment in certain tenements in Western Australia for the exploration and future extraction of gold
(the “Australia Gold Project”); and
3) a green hydrogen project in Pakistan (the “Pakistan Green Hydrogen Project”).
These segments are not yet revenue generating and the primary financial reporting metrics are the value
of intangible assets relating to the projects and total spend to date. The Pakistan Green Hydrogen Project
is carried out through the Company's investment in associates which is not included in the analysis below.
To-date the Group has raised a total of £22.74m and spent £18.0m on Thar Block VI and £0.9m on the
Australia Gold Project net of impairment of £0.6m.
The following is an analysis of the Group's results by reportable segment in the year under review:
Pakistan Energy Project
Australia Gold Project
Sindh Carbon Energy Project
Total
Central administration costs
Finance income
Other gains and losses
Associate (loss)
2023
£
2022
£
(31,727)
(88,831)
(69,829)
(190,387)
(657,671)
36,688
26,697
(5,122)
(9,318)
(630,945)
(640,263)
(670,749)
14,592
6,762
-
Profit before tax
(789,795)
(1,289,658)
The accounting policies of the reportable segments are the same as the Group’s accounting policies
described in note 2. Segment profit represents the profit earned by each segment without allocation of
the share of profits of associates and joint ventures, central administration costs including directors’
salaries, finance income, non-operating gains and losses in respect of financial instruments and finance
costs, and income tax expense. This is the measure reported to the Group’s Chief Executive for the
purpose of resource allocation and assessment of segment performance
Page 52
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3. SEGMENT INFORMATION (CONTINUED)
Segment assets
For the purposes of monitoring segment performance and allocating resources between segments the
Group’s Chief Executive monitors the tangible, intangible and financial assets attributable to each
segment. All assets are allocated to reportable segments with the exception of investments in associates,
and other financial assets as shown below:
Pakistan Energy Project
Australia Gold Project
Total segment assets
Unallocated assets
Consolidated total assets
Segment liabilities
Pakistan Energy Project
Australia Gold Project
Sindh Carbon Energy Project
Consolidated total liabilities
2023
£
2022
£
4,255,005
4,529,390
504,050
4,759,055
493,906
5,023,296
2,202
3,885
4,761,257
5,027,181
2023
£
647,055
642,252
1,347,919
2022
£
546,069
591,358
1,290,408
2,637,226
2,427,835
Depreciation & Amortisation Additions to non-current*
assets*
2022
£
2022
£
2023
£
2023
£
Pakistan Energy Project
Australia Gold Project
637
1,133
64,775
140,718
-
-
19,238
238,225
637
1,133
84,013
378,943
*These amounts exclude additions to financial instruments.
In addition to the depreciation and amortisation reported above, impairment losses of £18,516 (2022:
£579,727) were recognised in respect of non-current assets. These impairment losses were all
attributable to the Australia Gold Project.
Page 53
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
4. EMPLOYEE BENEFITS EXPENSES
Group
EMPLOYEE BENEFIT EXPENSES (INCLUDING DIRECTORS)
COMPRISE:
Wages and salaries
National insurance
Defined contribution pension cost
2023
2022
265,000
300,500
2,494
6,858
3,750
3,738
271,244
311,096
All employee benefit expenses relate to key management personnel Key management personnel are those
persons having authority and responsibility for planning, directing and controlling the activities of the Group,
including the directors of the Company listed on page 21, and the Financial Controller of the Company.
The monthly average number of persons, including the directors, employed by the Group during the year
was as follows:
Directors
Administration and production
Company
EMPLOYEE BENEFIT EXPENSES (INCLUDING DIRECTORS)
COMPRISE:
Wages and salaries
National insurance
Defined contribution pension cost
2023
No.
2022
No.
3
1
4
4
3
7
2023
£
2022
£
265,000
300,500
2,494
6,858
3,750
3,738
271,244
311,096
Page 54
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
4. EMPLOYEE BENEFITS EXPENSES (CONTINUED)
All employee benefit expenses relate to key management personnel. Key management personnel are
those persons having authority and responsibility for planning, directing and controlling the activities of
the Group, including the directors of the Company listed on page 21, and the financial Controller of the
Company.
The monthly average number of persons, including the directors, employed by the Company during the
year was as follows:
Directors
Administration and production
5. DIRECTORS’S REMUNERATION
Directors' emoluments
Group contributions to pension schemes
2023
No.
2022
No.
3
1
4
4
1
5
2023
£
2022
£
210,000
237,083
2,100
2,088
212,100
239,171
During the year, no directors (2022 - no directors) exercised share options.
No directors (2022 – 0 directors) had retirement benefits accruing under money purchase schemes.
The highest paid director's emoluments were as follows:
Total emoluments and amounts receivable under long-term incentive
schemes (excluding shares)
2023
£
2022
£
150,000
150,000
150,000
150,000
The highest paid director exercised no share options during the year (2022: none).
Page 55
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
6. FINANCE INCOME AND EXPENSE
Recognised in profit or loss
Finance income
Interest on:
- Bank deposits
TOTAL INTEREST INCOME ARISING FROM FINANCIAL ASSETS
MEASURED AT AMORTISED COST
Share of associates' interest receivable
TOTAL FINANCE INCOME
2023
£
2022
£
17,186
12,467
17,186
12,467
19,502
2,125
36,688
14,592
NET FINANCE INCOME RECOGNISED IN PROFIT OR LOSS
36,688
14,592
7. LOSS BEFORE INCOME TAX
The loss before income tax is stated after charging / (crediting):
Depreciation - owned assets
Impairment of debtors
Auditors' remuneration
Foreign exchange differences
2023
£
205
46,931
37,203
63,734
2022
£
205
605,513
37,046
(55,551)
In addition to the depreciation charges shown above, the Group incurred charges of £637 (2022: £1,133)
which have been capitalised as exploration costs by the subsidiary company in accordance with the
Group’s accounting policy.
Page 56
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
8.
INCOME TAX
Analysis of tax expense
No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the year ended 31
December 2022.
Factors affecting the tax expense
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The
difference is explained below:
Loss before income tax
Loss multiplied by the standard rate of corporation tax in the UK of 25%
(2022 - 19%)
Effects of:
Foreign losses of subsidiaries
Inter-company items eliminated
Disallowed expenses
Potential deferred taxation on losses for year
2023
£
2022
£
(789,795) (1,289,658)
(197,449)
(245,035)
31,101
(573)
8,956
62,136
7,493
115,087
157,965
60,319
-
-
The Group and Company has estimated UK excess management charges of £11,597,714 (2022:
£11,082,658) to carry forward against future income. The overseas subsidiaries have losses of £722,849
(2022: £248,369) which will be carried forward to offset future profits. There is no charge for foreign taxation
for the year (2022: nil).
Page 57
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
9. EARNINGS PER SHARE
(i) Basic earnings per share
From continuing operations attributable to the ordinary equity holders of
the Company
2023
Pence
2022
Pence
(0.02)
(0.04)
TOTAL BASIC EARNINGS PER SHARE ATTRIBUTABLE TO THE
ORDINARY EQUITY HOLDERS OF THE COMPANY
(0.02)
(0.04)
(ii) Diluted earnings per share
From continuing operations attributable to the ordinary equity holders of
the Company
(0.02)
(0.04)
TOTAL DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO THE
ORDINARY EQUITY HOLDERS OF THE COMPANY
(0.02)
(0.04)
(iii) Reconciliation of earnings used in calculating earnings per
share
LOSS ATTRIBUTABLE TO THE ORDINARY EQUITY HOLDERS OF
THE COMPANY USED IN CALCULATING BASIC EARNINGS PER SHARE:
From continuing operations
2023
£
2022
£
(789,795)
(1,289,658)
(789,795)
(1,289,658)
LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO THE
ORDINARY EQUITY HOLDERS OF THE COMPANY:
Used in calculating basic earnings per share
(789,795)
(1,289,658)
USED IN CALCULATING DILUTED EARNINGS PER SHARE
(789,795)
(1,289,658)
LOSS ATTRIBUTABLE TO THE ORDINARY EQUITY HOLDERS OF
THE COMPANY USED IN CALCULATING DILUTED EARNINGS PER
SHARE
(789,795)
(1,289,658)
Page 58
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
9.
EARNINGS PER SHARE (CONTINUED)
(iv) Weighted average number of shares used as the denominator
2023
Number
2022
Number
Weighted average number of ordinary shares used as the
denominator in calculating basic earnings per share
3,696,910,701
2,902,488,933
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES AND
POTENTIAL ORDINARY SHARES USED AS THE
DENOMINATOR IN CALCULATING DILUTED EARNINGS PER
GROUP
3,696,910,701
2,902,488,933
At the year end, there were 113,544,706 warrants outstanding (2022: nil) that could potentially dilute basic
earnings per share in the future, but were not included in the calculation of diluted earnings per share because
they are antidilutive for the period(s) presented.
Post the reporting period end, the Company entered into transactions to issue 1,803,652,968 ordinary shares
with associated options, which if exercised would involve the issue of a further 913,442,009 ordinary shares which
will be assessed in the earnings per share calculation in the next accounting year.
10. PROPERTY, PLANT AND EQUIPMENT
Motor
vehicles
Computer
equipment
£
£
£
Total
Cost or valuation
At 1 January 2022
Foreign exchange movements
At 31 December 2022
Foreign exchange movements
At 31 December 2023
14,877
4,505
19,382
(1,924)
12,953
(3,067)
9,886
(385)
4,120
(614)
3,506
(2,309)
17,073
(3,681)
13,392
Page 59
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
10. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Motor
vehicles
£
Computer
equipment
£
Total
£
ACCUMULATED DEPRECIATION AND IMPAIRMENT
At 1 January 2022
Charge for the year
11,042
2,484
13,526
729
609
1,338
Foreign exchange movements
(1,489)
(187)
(1,676)
At 31 December 2022
Charge owned for the year
10,282
2,906
13,188
421
421
842
Foreign exchange movements
(2,448)
(394)
(2,842)
At 31 December 2023
8,255
2,933
11,188
Net book value
At 31 December 2022
At 31 December 2023
Company
Cost or valuation
At 1 January 2022
At 31 December 2022
At 31 December 2023
2,671
1,214
3,885
1,631
571
2,202
Computer
equipment
£
1,524
1,524
1,524
Page 60
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
10. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
ACCUMULATED DEPRECIATION AND IMPAIRMENT
Computer
equipment
£
1,045
205
1,250
205
1,455
274
69
Total
£
At 1 January 2022
Charge for the year
At 31 December 2022
Charge for the year
At 31 December 2023
Net book value
At 31 December 2022
At 31 December 2023
11. INTANGIBLE ASSETS
Group
COST
At 1 January 2022
Additions - external
Australia
Exploration
Costs
£
Pakistan
Project
Costs
£
809,697
4,593,369
5,403,066
238,225
140,718
378,943
Foreign exchange movement
26,318
(204,697)
(178,379)
At 31 December 2022
Additions - external
1,074,240
4,529,390
5,603,630
37,754
61,806
99,560
Foreign exchange movement
(9,111)
(336,191)
(345,302)
At 31 December 2023
1,102,883
4,255,005
5,357,888
Page 61
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
11.
INTANGIBLE ASSETS (CONTINUED)
ACCUMULATED AMORTISATION AND IMPAIRMENT
At 1 January 2022
Impairment charge
Foreign exchange movement
At 31 December 2022
Impairment charge
Foreign exchange movement
At 31 December 2023
Net book value
At 1 January 2022
At 31 December 2022
At 31 December 2023
Australia
Exploration
Costs
£
Pakistan
Project
Costs
£
-
579,727
607
580,334
18,516
(17)
598,833
-
-
-
-
-
-
Total
£
-
579,727
607
580,334
18,516
(17)
598,833
809,697
4,593,369
5,403,066
493,906
4,529,390
5,023,296
504,050
4,255,005
4,759,055
The Group’s Australia Exploration costs of £504,050 (2022: £493,906) and Pakistan Project Costs of
£4,255,005 (2022: £4,529,390) are currently being carried forward at net book value in the financial
statements. The Group will need to raise funds to reach financial close on both projects. Financial close
involves the raising of finance, potentially both debt and equity for the construction and start-up of a future
mine and the proposed construction of a power plant. If the Group is ultimately unable to raise such finance,
some of the assets may require impairment.
Page 62
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
11.
INTANGIBLE ASSETS (CONTINUED)
Company
COST
At 1 January 2022
At 31 December 2022
At 31 December 2023
Australia
Exploration
Costs
£
Pakistan
Project
Costs
£
Total
£
626,458
3,352,393
3,978,851
626,458
3,352,393
3,978,851
626,458
3,352,393
3,978,851
Australia
Exploration
Costs
£
Pakistan
Project
Costs
£
Total
£
ACCUMULATED AMORTISATION AND IMPAIRMENT
At 1 January 2022
Impairment charge
-
313,229
-
-
-
313,229
At 31 December 2022 and 2023
313,229
-
313,229
Net book value
At 1 January 2022
At 31 December 2022
At 31 December 2023
626,458
3,352,393
3,978,851
313,229
3,352,393
3,665,622
313,229
3,352,393
3,665,622
An impairment charge of £nil (2022: £313,229) was recognised in the year by the Company. During the 2022
financial year, the Directors reviewed the Australia Exploration costs asset and following the receipt of geology
reports commissioned by the Company which indicated insufficient potential gold levels in the Jundee East
tenement, the Company determined the recoverable amount of the exploration costs on this project to be zero
based on the expectation of no cash inflows.
The Company’s remaining Australia Exploration costs of £313,229 (2022: £313,229) and Pakistan Project Costs
of £3,352,393 (2022: £3,352,393) are currently being carried forward at net book value in the financial statements.
The Group will need to raise funds to reach financial close on both projects. Financial close involves the raising of
finance, potentially both debt and equity for the construction and start-up of a future mine and the proposed
construction of a power plant. If the Group is ultimately unable to raise such finance, some of the assets may
require impairment.
Page 63
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
12. INVESTMENTS
Company
Cost and Net Book Value
At 1 January 2022
Disposals
At 31 December 2022 and 2023
Shares in
group
undertakings
3,703,047
(804,516)
2,898,531
The Company's investments at the Statement of Financial Position date in the share capital of
companies include the following:
Subsidiaries
Sindh Carbon Energy Limited
Registered office: 44/2, Street B-6, Phase V, Off Khyaban e Shaheen, Defense Housing Authority,
Karachi, Pakistan.
Nature of business: Coal exploration and mining.
Class of shares
Ordinary shares of Rs 10 each
Aggregate capital and reserves
Loss for the year
% holding
100
(2022:100)
2023
£
2022
£
547,450
69,829
617,279
-
The subsidiary company was incorporated in Pakistan on 23 January 2007 for the exploration and future
extraction of coal in Pakistan. Oracle Power PLC agreed to acquire 80% of the ordinary share capital of
the company at par, fully paid in cash.
On 14 March 2016 Oracle Power PLC took up a rights issue to acquire a further 9,000,000 ordinary
shares of the company at par for consideration of £603,141. The acquisition was settled through a
reduction of the inter-company loan and increased the holding in the subsidiary to 98%.
On 12 March 2018 Oracle Power PLC acquired the remaining 2% of Sindh Carbon Energy Limited. This
was acquired via a share for share exchange whereby Oracle Power PLC issued 95,652,174 shares in
exchange for the remaining 199,999 ordinary shares of Sindh Carbon Energy Limited.
The investment in share capital for the 100% holding amounts to £2,867,256 (2022: £2,867,256).
Page 64
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
12. INVESTMENTS (CONTINUED)
Thar Electricity (Private) Limited
Registered office: PIA Building, 3rd Floor, 49, Blue Area, Fazlul Haq Road, Islamabad, Pakistan
Nature of business: Energy production
Class of shares
Ordinary shares of Rs 10 each
Aggregate capital and reserves
Loss for the year
% holding
100 (2022:
100)
2023
£
2022
£
(248,292)
(150,639)
(31,727)
(9,318)
The subsidiary company was incorporated in Pakistan on 17 June 2015 for the future generation of
electricity in Pakistan. Oracle agreed to acquire 100% of the ordinary share capital of the company at
par, fully paid in cash.
The investment in share capital for the 100% holding amounted to £31,075 (2022: £31,075).
Oracle Gold Limited
Registered office: Tennyson House, Cambridge Business Park, Cambridge, England, CB4 0WZ
Nature of business: Administration and financial support
Class of shares
Ordinary shares of £1 each
Aggregate capital and reserves
% holding
100 (2022:
100)
2023
£
2022
£
100
100
The subsidiary company was incorporated on 29 October 2020 but has not yet commenced trading and
had no profit or loss for the year (2022: Nil).
The investment in share capital for the 100% holding amounted to £100 (2022 £100).
The Company has guaranteed all outstanding liabilities of the subsidiary company as at 31 December
2023. The subsidiary company has taken an exemption from preparing and filing accounts as per the
provisions of Section 394a-c and Section 448a-c of the Companies Act 2006.
Page 65
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
12. INVESTMENTS (CONTINUED)
Oracle Gold Resources Limited
Registered office: Tennyson House, Cambridge Business Park, Cambridge, England, CB4 0WZ
Nature of business: Administration and financial support
Class of shares
Ordinary shares of £1 each
Aggregate capital and reserves
% holding
100 (2022:
100)
2023
£
2022
£
100
100
The subsidiary company was incorporated on 29 October 2020 but has not yet commenced trading and
had no profit or loss for the year (2022: Nil).
The investment in share capital for the 100% holding amounted to £100 (2022 £100).
The Company has guaranteed all outstanding liabilities of the subsidiary company as at 31 December
2023.The subsidiary company has taken an exemption from preparing and filling accounts as per the
provision of Section 394a- and Section 448a-c of the Companies Act 2006.
Oracle Gold Pty Limited
Registered office: Suite 23, 513 Hay Street, Subiaco, WA 6008
Nature of business: Gold exploration and mining
Class of shares
Ordinary shares of AUD $1 each
Aggregate capital and reserves
Loss for the year
% holding
100 (2022:
100)
2023
£
2022
£
(476,843)
(408,685)
(88,831)
(317,715)
The subsidiary company was incorporated in Australia on 16 November 2020 for the exploration and
potential future extraction of gold. On the same date, Oracle acquired licences to operate two gold projects
in Western Australia. These projects are managed and operated by the company. The acquisition of the
projects was satisfied by way of a cash payment of £90,000 by the parent company, Oracle, and the issue
of 42,857,143 new ordinary shares of 0.1 pence and warrants to potentially subscribe for a further
42,857,143 Ordinary Shares in Oracle exercisable at a price of 1.1p each.
The investment in share capital for the 100% holding amounted to £0.56 (2022: £0.56).
Page 66
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
13. INVESTMENTS IN ASSOCIATES
Company
Cost
At 1 January 2022
Additions
At 31 December 2022
Additions
At 31 December 2023
Shares in
associate
undertakings
£
-
668,782
668,782
63,324
732,106
The Company's investments at the Statement of Financial Position date in the share capital of associate
companies include the following:
Associates
Oracle Energy Limited
Registered office: House No 91, Shahrah-E-Iran, Block 5 Clifton, Karachi, Saddar Town, Karachi South,
Sindh
Nature of business: Energy production
Class of shares
Ordinary shares of Rs 10 each
Aggregate capital and reserves
Loss for year
% holding
30 (2022:30)
2023
£
2022
£
1,819,876
2,130,313
(7,820)
(3,945)
The associate company was incorporated in Pakistan on 19 November 2022 for the future generation of
power.
The investment in share capital for the 30% holding amounted to £726,848 (2022: 30% £662,007).
Page 67
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
13.
INVESTMENTS IN ASSOCIATES (CONTINUED)
Oracle Energy FZCO Limited
Registered office: FD-172.0, Floor No. 18, Sheikh Rashid Tower, Dubai World Trade Centre, Dubai,
United Arab Emirates
Nature of business: Energy production
Class of shares
Ordinary shares of AED 1,000 each
Aggregate capital and reserves
Loss for year
% holding
30 (2022: 30%)
2023
£
2022
£
16,491 22,626
(5,057) (42)
The associate company was incorporated on 5 October 2022.
The investment in share capital for the 30% holding amounted to £6,788 (2022: £6,788).
Summarised financial information in respect of each of the Group’s material associates is set out below.
The summarised financial information below represents amounts in associates’ financial statements
prepared in accordance with IFRS Accounting Standards.
Oracle
Energy
Ltd
2023
£
301,488
2,097,536
(18,897)
(560,252)
1,819,875
Oracle
Energy
Ltd
2022
£
1,996,832
133,482
(17,078)
-
2,113,236
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity attributable to owners of the
associate
Non-controlling interest
1,273,913
1,451,229
545,962
662,007
(Loss)/profit for the year
1,819,875
(8,071)
2,113,236
(3,945)
Oracle
Energy
FZCO
Ltd
2023
£
Oracle
Energy
FZCO
Ltd
2022
£
3,377
655,171
(642,057)
3,316
369,693
(350,383)
16,491
11,544
4,947
16,491
5,057
22,626
15,838
6,788
22,626
40
The non-controlling interest shown in the table above comprises the Group's interest in the associated
undertaking.
There is no significant restriction on the ability of associates to transfer funds to the Group in form of
cash dividends, or to repay loans or advances made by the Group.
Page 68
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
14. LOANS AND OTHER FINANCIAL ASSETS
Group
Financial assets
Loans to associate undertakings
2023
£
2022
£
407,291
425,070
311,733 155,009
719,024
580,079
The financial asset of £407,291 (2022: £425,070) represents the cash used to collateralise a performance
guarantee for US$500,000 issued in favour of the Director General, Coal Mines Development Department
to cover company obligations under its mining lease. The guarantee was originally valid up to the earliest
of the date commercial operations begin, three years from the date of issue, or 2 February 2018. This was
last extended to 31 January 2024. Post year end, the Company has decided not to renew the bank
guarantee and this cash balance has been returned to the Company.
Group
At 1 January 2023
New in year
Impairment
At 31 December 2023
Company
Loans to group undertakings
Loans to associate undertakings
Financial assets
Loans to associate
undertakings
2023
£
2022
£
155,009
-
210,924
180,794
(54,200)
(25,785)
311,733
155,009
2023
£
2022
£
2,238,299
2,035,196
281,196 144,952
407,291
425,070
2,926,786 2,605,218
Page 69
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
14. LOANS AND OTHER FINANCIAL ASSETS (CONTINUED)
Company
At 1 January 2022
New in year
Impairment
Exchange differences
31 December 2022
New in year
Impairment
Exchange differences
Loans to
Group
undertakings
£
1,616,597
681,928
(275,677)
12,348
Loans to
associate
undertakings
£
-
170,737
(25,785)
2,035,196 144,952
630,840
(396,726)
190,444
(54,200)
(31,011)
-
31 December 2023
2,238,299
281,196
Company
Financial assets
2023
£
2022
£
407,291
425,070
Included in the loans to Group undertakings shown above, during the period Oracle Power PLC made
loans to its subsidiaries totalling £nil (2022: £157,094) to Sindh Carbon Energy Limited, £67,636 (2022:
£203,677) to Thar Electricity (Private) Limited and £14,907 (2022: £321,156) to Oracle Gold Pty Limited.
Included in the loans made was a reclassification of interest from current assets of £nil (2022: £240,225).
The amounts outstanding at the statement of financial position date were £1,078,588 (2022: £1,282,266)
due from Sindh Carbon Energy Limited, £585,633 (2022: £535,675) due from Thar Electricity (Private)
Limited, of which £31,753 is denoted in USD of $42,980 and £585,262 (2022: £584,654) due from Oracle
Gold Pty Limited. Interest accrues on a daily basis at a rate of 1% over the Bank of England base rate.
The loans are unsecured and although they are repayable on demand, they are unlikely to be repaid until
the project becomes successful and the subsidiaries start to generate revenues. The loans were
reviewed for impairment and an impairment charge of £396,792 (2022: £275,677) was recognised in the
year.
Page 70
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
15. TRADE AND OTHER RECEIVABLES
Current:
Other receivables
VAT
Prepayments and accrued income
16. CALLED UP SHARE CAPITAL
Allotted, issued and fully paid
4,735,415,387 (2022: 3,078,297,740)
The shares issued during the year were as follows:
Group
2023
£
Group
2022
£
Company
2023
£
Company
2022
£
7,751
20,707
18,451
127
17,156
27,786
7,751
19,415
16,683
-
15,233
25,498
46,909
45,069
43,849
40,731
2023
£
2022
£
3,745,415
3,078,297
Date issued
Class of
shares
allotted
Number of
shares
allotted
Nominal
value of
each share
Amount paid
(including
share premium)
on each share
10 February 2023 Ordinary
27 June 2023 Ordinary
30 October 2023 Ordinary
294,117,647
363,000,000
1,000,000,000
0.1p
0.1p
0.001p
0.170p
0.100p
0.035p
On 4 October 2023, the Company completed a share reorganisation and each ordinary share of 0.1p
was replaced with a new ordinary share of 0.001p and a deferred share of 0.099 pence.
The number of shares in issue is summarised as follows:
At 1 January
Issued during the year
At 31 December
2023
No.
2022
No.
3,078,297,740 2,650,325,712
1,657,117,647 427,972,028
4,735,415,387 3,078,297,740
At 31 December 2023, the total warrants in issue were 113,544,706 (2022: 250,000,000) comprising
warrants issued to brokers (see note 23).
Page 71
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
17. RESERVES
The following is a description of each of the reserve accounts that comprise equity shareholders' funds:
Share premium
The share premium comprises the excess value recognised from the issue of ordinary shares at par.
Share scheme reserve
Cumulative fair value of warrants charged to the statement of comprehensive income net of transfers to
the profit and loss reserve on exercised and cancelled/lapsed warrants.
Foreign exchange reserve
Cumulative gains and losses on translating the net assets of overseas operations to the presentation
currency.
Retained earnings
Retained earnings comprise the Group's cumulative accounting profits and losses since inception.
18. TRADE AND OTHER PAYABLES
Current
Trade payables
Other payables
Accruals and deferred income
GROUP
2023
£
GROUP COMPANY COMPANY
2022
£
2023
£
2022
£
71,282
118,808
56,732
113,560
9,015
66,268
12,329
71,897
8,855
57,411
12,091
50,310
146,565
203,034
122,998
175,961
Page 72
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
19. LEASING AGREEMENTS
Expense and net cash outflow incurred under leasing agreements
Group
Short term leases
Company
Short term leases
2023
£
2022
£
9,008
35,584
9,008
35,584
-
8,663
-
35,584
8,663
35,584
20. FINANCIAL RISK MANAGEMENT
The carrying value of the Group's financial assets and liabilities at the balance sheet date of the year
under review are categorised as follows:
Financial assets - at amortised cost
Cash and bank balances
Receivables denominated in foreign currency
Financial liabilities - at amortised cost
Trade and other payables
2023
£
2022
£
203,526
407,291
150,905
425,070
80,297
125,913
The main purpose of these financial instruments is to finance the Group's operations. The Board
regularly reviews and agrees policies for managing the level of risk arising from the Group's financial
instruments as summarised below.
a) Market Risk
Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates,
interest rates and equity prices will affect the Group's income or value of its holdings in financial
instruments.
i) Foreign Exchange Risk
The Group operates internationally and is exposed to foreign exchange risk arising from currency
exposures. The Group is exposed to currency risk on cash and cash equivalents, loans, receivables and
payables that are denominated in currencies other than sterling which is the functional currency of the
Group.
The Group's net exposure to foreign currency risk at the reporting date is as follows:
Page 73
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
20. FINANCIAL RISK MANAGEMENT (CONTINUED)
Pakistan Rupees
US Dollars
Australian Dollars
2023
£
2022
£
(4,489)
(6,756)
392,696
413,169
(1,952)
(4,751)
386,255
401,662
The Directors have reviewed historical exchange rates and consider that a 10 percent weakening of
sterling against the US Dollar or Australian Dollar would be a reasonable basis for sensitivity analysis.
By the same method the Directors consider that a 50% weakening of sterling against the Pakistan Rupee
would be a reasonable basis for sensitivity analysis. A 10% weakening of sterling against the US Dollar
or Australian Dollar at 31 December 2023 and a 50% weakening against the Pakistan Rupee would
increase net profit before tax by approximately £35,000 (2022: £40,000).
Differences that arise from the translation of these foreign currency cash equivalents and loans to
sterling at the year-end rates are recognised in other comprehensive income in the year and the
cumulative effect as a separate component in equity. The Group does not hedge this translation
exposure in profits and equity.
ii) Interest Rate Risk
The Group has interest bearing accounts and has earned interest income of £17,186 (2022: £12,467) in
the year. Given the level of interest income earned in the year, interest rate risk is not considered to be
material to the Group.
b) Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group's policy throughout the year has been to ensure that it has adequate liquidity to meet its
liabilities when due by careful management of its working capital.
The following tables illustrate the contractual maturity profiles of its financial liabilities, all of which are
repayable within one year, as at 31 December:
Maturity up to one year:
Trade and other payables
2023
£
2022
£
80,297
131,137
c) Fair Values of Financial Assets and Liabilities
The carrying value of all financial assets and liabilities in the financial statements approximate their fair
values.
Page 74
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
20. FINANCIAL RISK MANAGEMENT (CONTINUED)
Loss allowance
d) Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial
loss to the Group. The maximum exposure to credit risk at the reporting date to recognised financial assets
is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement
of financial position and notes to the financial statements. The Group does not hold any collateral. Credit
risk in relation to cash held with financial institutions is considered low, given the credit rating of these
institutions.
The Group's principal financial assets are the cash and cash equivalents and taxation receivable as
recognised in the statement of financial position, and which represent the Group's maximum exposure to
credit risk in relation to financial assets. At the year end the Group held £203,526 (2022: £150,905) cash
and cash equivalents; £407,291 (2022: £425,070) other financial assets held with financial institutions; and
£20,805 (2022: £17,284) taxation receivable. The Group’s financial assets are considered to be of a high
credit rating.
At the year end, the Company held £192,574 (2022: £137,291) cash and cash equivalents; £407,291
(2022: £425,070) other financial assets held with financial institutions; and £19,415 (2022: £15,233)
taxation receivable. These financial assets are considered to be of a high credit rating.
The Company has made unsecured loans to its subsidiaries of £1,078,588 (2022: £1,282,266) to Sindh
Carbon Energy Limited, £585,633 (2022: £535,675) to Thar Electricity (Private) Limited and £585,262
(2022: £584,654) to Oracle Gold Pty Limited. During the 2023 financial year, interest previously reported
in current assets was reclassified against the loans and shown in the balances above, total £240,225
(2022: £240,225). Although they are repayable on demand, they are unlikely to be repaid until the projects
are successful and the subsidiaries start to generate revenue. The Company considers the loans are of a
lower credit rating. The loans were assessed for impairment and an impairment charge of £396,792 (2022:
£275,677) was recognised in the year.
The Company has made unsecured loans to its associates of £335,396 (2022: £168,613) to Oracle Energy
FZCO Limited. Although the loan is repayable on demand, it is unlikely to be repaid until the projects are
successful and the associate starts to generate revenue. The Company considers that the loan is of a
lower credit rating. The loan was assessed for impairment and an impairment charge of £54,200 (2022:
£25,785) was recognised in the year.
The Company assessed impairment by considering a range of future interest rates between 1% and
5.25%, and potential periods until the loans are able to be repaid between 1 and 10 years. The Directors
considered the most likely scenario was an interest rate of 3.38% and a 5-year repayment period (2022:
3.13% and 5 years). The movement in the loss allowance in the year was an increase of £57,742 from
£393,184 in 2022 to £450,926 in 2023. The reason for the increase in the provision was due to the increase
in the size of the loans and an increase in the Bank of England Base Rate.
Page 75
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
20. FINANCIAL RISK MANAGEMENT (CONTINUED)
Gross carrying value
Opening loss allowance
Movement in allowance for period
Closing loss allowance
Assessed interest rate risk
Years until cash realised
2023
£
2022
£
2,970,321
393,184
2,573,333
91,722
57,742
301,462
450,926
3.38%
393,184
3.38%
5
5
Capital Management
The Company's capital consists wholly of ordinary shares, together with their associated share premium.
The Board's policy is to preserve a strong capital base in order to maintain investor, creditor and market
confidence and to safeguard the future development of the business, whilst balancing these objectives
with the efficient use of capital.
21. CONTINGENT LIABILITIES
On 3 February 2015, a performance guarantee for US$500,000, secured by a deposit from the Company,
was issued by a third-party bank in favour of the Director General of the Coal Mines Development
Department to cover potential obligations under the mining lease. This bank guarantee has been extended
annually and, during 2023, was extended to 31 January 2024. Post year end, the Company has decided
not to renew the bank guarantee which means that any potential obligations under the mining lease are
now all directly with the Company.
22. RELATED PARTY DISCLOSURES
During the year, Oracle Power PLC accrued interest of £61,258 (2022: £27,414) in respect of loans totalling
£1,078,588 (2022: £1,078,588) made to Sindh Carbon Energy Limited, £31,740 (2022: £11,930) in respect
of loans totalling £585,633 (2022: £513,427) made to Thar Electricity (Private) Limited and £35,263 (2022:
£13,001) in respect of loans totalling £585,262 (2022: £570,355) made to Oracle Gold Pty Limited, and
£19,502 (2022: £2,125) in respect of loans totalling £335,396 (2022: £178,669) to its associated
undertaking Oracle Energy FZCO Limited.
At the Statement of Financial Position date, the total interest outstanding amounted to £264,935 (2022:
£196,089) for Sindh Carbon Energy Limited, £53,988 (2022: £22,248) for Thar Electricity (Private) Limited
and £49,562 (2022: £14,299) for Oracle Gold Pty Limited, and £21,627 (2022: £2,125) for Oracle Energy
FZCO Limited. The loans due from Sindh Carbon Energy Limited, Thar Electricity (Private) Limited, Oracle
Gold Pty Limited, and Oracle Energy FZCO Limited were reviewed for impairment and an impairment
charge of £29,327 (2022: £301,462) was recognised in the year. Total impairment charge to date amounts
to £396,792 (2022: £393,184).
Oracle Power PLC owes £nil (2022: £nil) to its subsidiary Revive Financial Limited in respect of a loan.
The loan is interest free and is repayable within 30 days of receiving a written notice demanding repayment.
Revive Financial Limited forgave its loan to Oracle and was voluntarily dissolved on 26 April 2023.
During the year the Company shared an office with Sion Hall Family Office Ltd, an entity of which Mark
Steed was also a director, and paid ad-hoc charges of £8,663 (2022: £34,500).
Page 76
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
22. RELATED PARTY DISCLOSURES (CONTINUED)
Key management personnel compensation
The Directors and key management personnel of the Group during the year were follows:
Mr M W Steed (Non-Executive Director and Chairman)
Ms N Memon (Chief Executive Officer)
Mr D Hutchins (Non-Executive Director)
Mr N Lee (Company Secretary)
Details of directors’ compensation are disclosed in the Remuneration Report included in the Directors
Report. In addition, the Company Secretary, Nicholas Lee, received a salary of £55,000 (2022: £55,000).
Key management personnel equity holdings
Details of key management personnel beneficial interests in the fully paid ordinary shares of the Company
are disclosed in the Directors Report.
23. SHARE BASED PAYMENT TRANSACTIONS
The Company has a share warrant programme that entitles the holders to purchase shares in the Company
with the warrants exercisable at the price determined at the date of granting the warrant. The terms and
conditions of the grants active in the year are that there are no vesting conditions to be met and all warrants
are to be settled by the issue of shares.
The number and weighted average exercise prices of share warrants are as follows:
Weighted
average
exercise
price
2023
Number of
warrants
2023
Weighted
average
exercise
price
2022
Number of
warrants
2022
-
-
-
-
0.43p
5,882,352
0.43p (5,882,352)
0.35p
0.35p
0.35p
113,544,706
113,544,706
113,544,706
-
-
-
Outstanding at 1 January
Expired during the period
Granted during the period
Outstanding at 31 December
Exercisable at 31 December
The weighted average contractual life remaining at the year end was 1.5 years (2022: nil years).
During the year 113,544,706 (2022: nil) were granted, no relevant share warrants were exercised (2022:
nil) and no share warrants expired during the year (2022: 5,882,352).
There is no expense for the year (2022: nil) for services received in respect of equity settled share-based
payment transactions.
24. EVENTS AFTER THE REPORTING PERIOD
Since the reporting date, the Company has entered into the following reportable transactions.
Page 77
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
On 9 April 2024, the Company secured an exclusive option to potentially acquire 100% of a copper and
silver project in Australia - the Blue Rock Valley Copper and Silver Project (the “Project”), located in the
Ashburton Basin in the northwest region of Western Australia (the “Transaction”). The option comprised
an initial £30,000 fee payable by the issue of 136,986,301 new ordinary shares of 0.001p each in the
Company, and if the Company exercised the option, a further £200,000 payable, through the issue of a
further 913,242,009 new Ordinary Shares (the “Consideration Shares”), determined using the Five-Day
VWAP prior to the signing of the option and sale and purchase agreement.
On 14 May 2024, the Company announced that it had raised £300,000 by way of a subscription for
1,666,666,667 new ordinary shares of 0.001 pence each in the capital of the Company (“Ordinary
Shares”) (the “Subscription Shares”) at a price of 0.018 pence per share (the “Subscription Price”) (the
“Subscription”). Pursuant to the terms of the Subscription, the subscriber received one warrant for each
Subscription Share, exercisable at a price of 0.032 pence per Ordinary Share and expiring on 17 May
2025. The Subscription was taken up by a single new institutional investor.
On 11 June 2024, the Company exercised the option to acquire 100% of the Blue Rock Valley Copper and
Silver Project by paying £200,000, settled by the issue of 913,242,009 new Ordinary Shares determined
using the Five-Day VWAP prior to the signing of the option and sale and purchase agreement described
above.
Page 78
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
25. NOTES SUPPORTING STATEMENT OF CASH FLOW
Group
Cash at bank available on demand
Short-term deposits
2023
£
2022
£
28,431
32,795
175,095
118,110
CASH AND CASH EQUIVALENTS IN THE STATEMENT OF FINANCIAL
POSITION
203,526
150,905
CASH AND CASH EQUIVALENTS IN THE STATEMENT OF CASH FLOWS
203,526
150,905
Company
Cash at bank available on demand
Short-term deposits
2023
£
2022
£
17,479
19,181
175,095
118,110
CASH AND CASH EQUIVALENTS IN THE STATEMENT OF FINANCIAL
POSITION
192,574
137,291
CASH AND CASH EQUIVALENTS IN THE STATEMENT OF CASH
FLOWS
192,574
137,291
Page 79
ORACLE POWER PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
26. RECONCILIATION OF CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
Group
Balance at 1 January 2022
Cash flows
Non-cash changes
Balance at 31 December 2022
Cash flows
Balance at 31 December 2023
Company
Trade
and
other
payables
£
170,321
32,713
203,034
(31,418)
171,616
Trade
and
other
payable
s
£
Amounts
owed to
Group
undertaking
s
£
Total
£
Balance at 1 January 2022
105,147
804,616
909,763
Cash flows
Forgiveness of debt
Balance at 31 December 2022
Cash flows
Balance at 31 December 2023
70,814
-
70,814
(804,616)
(804,616)
175,961
(52,964)
-
175,961
-
(52,964)
122,997
-
122,997
Page 80