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