Company Registration Number 03740688
PRIMORUS INVESTMENTS PLC
REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2024
Contents
Company information 3
Chairman's statement incorporating the strategic report 4
Directors' report 9
Governance report 13
Independent auditor's report to the members of Primorus Investments plc 19
Statement of Profit or Loss and Other Comprehensive Income 24
Statement of Financial Position 25
Statement of Changes in Equity 26
Statement of Cash Flows 27
Notes to the Financial Statements 28
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Accounting Policies 28
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Functional and presentation currency 35
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Income 35
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Administrative expenses 35
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Auditor's remuneration 35
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Information regarding directors and employees 36
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Finance income 37
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Finance costs 37
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Tax Expense 37
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Financial investments 38
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Earnings per share 40
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Trade and other receivables 41
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Trade and other payables 41
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Dividends 41
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Risk management objectives and policies 41
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Share Capital 43
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Share Schemes 43
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Capital Commitments 44
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Notes Supporting Statement of Cash Flow 44
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Related Party Transactions 44
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Events after the reporting date 44
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Ultimate Controlling Party 44
Directors Matthew Paul Beardmore Hedley Stuart Clark Rupert Labrum
Company secretary Simon William Holden
Registered number 03740688
Registered office 48 Chancery Lane C/O Keystone Law
(Attn: S Holden) London WC2A 1JF
Independent auditor PKF Littlejohn LLP Statutory Auditor 15 Westferry Circus Canary Wharf London
E14 4HD
Bankers Barclays Bank plc
One Churchill Place London
E14 5HP
Solicitors Keystone Law Limited 48 Chancery Lane London
WC2A 1JF
Registrars Share Registrars Limited The Courtyard
17 West Street Farnham
GU9 7DR
Nominated Adviser & Broker Cairn Financial Advisers LLP
9th Floor
107 Cheapside London
EC2V 6DN
Overview
I am pleased to present the Chairman's Statement and Strategic Report for the financial results of Primorus Investments plc ("Primorus" or the "Company") for the year ended 31 December 2024.
Introduction
2024 proved to be another year of strategic progress and financial resilience for Primorus Investments. Despite a challenging economic landscape in the UK, marked by inflationary pressures and geopolitical uncertainties, the Company has demonstrated strong performance, prudent risk management, and a commitment to delivering longterm value for our shareholders.
These events have provided both challenges and opportunities for Primorus' investee companies, with certain
investee companies using the current environment as an opportunity and are outperforming expectations.
We continue to look for opportunities to divest from our non-core holdings. This year it included disposing of Engage Technology Partners Limited.
Concurrent with reviewing the Company's existing investments, the management team was also presented with many new proposals and opportunities during the period. The management team carefully reviewed each opportunity in accordance with the strategy highlighted previously.
The Directors continue to align themselves with shareholders as demonstrated by numerous share purchases by Directors on the market culminating in a current combined director holding of approximately 27% of the shares in issue.
In March 2024, Primorus was also pleased to pay a special dividend of 1.5p per ordinary share.
Investment highlights
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Fresho Pty Ltd ("Fresho") had another successful year and continued to progress throughout 2024. Primorus increased its investment in Fresho by acquiring 1,254,469 preference shares, resulting in Primorus owning approximately 5% of Fresho's issued share capital on a fully diluted basis. This investment was part of an AUD$17m Series B funding round in order to expand into new markets and increase its investment into new technology. Geoff Tarrant (former Executive Chairman of Payapps) joined the Board of Fresho.
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Payapps Ltd ("Payapps") announced during the year that Autodesk Inc ("Autodesk") had acquired Payapps and
as a result Primorus received cash proceeds of approximately USD $6.1m (£4.8m).
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Primorus purchased 250,000 ordinary shares in Virtualstock Holdings Ltd ("Virtualstock") for total consideration of £500,000, Europe's largest drop shipping and curated marketplace SaaS, which provides its cutting-edge solutions to some of the biggest retailers and merchants in the UK. The holding represents approximately 1.7% of Virtualstock's issued share capital on a fully diluted basis.
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Interpac Limited ("Interpac") made good progress during the year with the successful sale and installation of Interpac's initial corrugator. The second corrugator is currently in manufacture. In March 2025, Primorus invested a further £275,000 in Interpac as part of a GBP £3.6m funding round, the proceeds of which will be used to strengthen the existing management team as well as fund future production and sales. Primorus now holds 4.3% of the issued share capital of Interpac on a fully diluted basis.
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Pri0r1ty Intelligence Group PLC ("PR1") (previously Alteration Earth PLC ("ALTE")) acquired Pri0r1ty AI Ltd ("PAI"), a UK based artificial intelligence SaaS company and listed on the AIM market, on 31 December 2024. As part of the transaction, Primorus subscribed for an additional 592,592 shares in PR1. Previously Primorus had subscribed to 18,100,000 shares in PAI prior to the acquisition by PR1. In aggregate, from admission, the
Company holds 11,677,755 ordinary shares representing approximately 12.1% of the issued share capital of PR1. Primorus also holds 1,800,000 warrants over new ordinary shares in PR1, exercisable at a price of £0.003 per new ordinary share until July 2027.
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Engage Technology Partners Limited ("Engage"), the end-to end workforce management platform provider, had a difficult year and was seeking new funding to take it through to breakeven. Early in 2024, Engage undertook a significant restructure which resulted in the Company's shareholding in Engage being reduced from 4.49% to 1.97%. In November 2024 we took the decision to divest completely of this holding for a small sum but the Company may receive additional consideration if the buyer sells any of the Engage shares within two years of the disposal.
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Clean Power Hydrogen ("CPH2") encountered several issues. Supply chain problems meant commissioning and delivery of its first MF220 units experienced delays and therefore impacted planned commissioning schedules. A further issue was identified in the design and operation of the cryostat unit. The company encountered funding issues due to these delays and to continue its strategy raised additional funds of £6.1 million in December 2024.
Primorus holds several legacy investments which do not form part of its long-term strategy and strategic future goals. Consequently, the Company intends to dispose of these investments when there is a suitable liquidity event, or a fair value offer is available.
The legacy investments include Sport80, WeShop, Stream TV and MEVIE. These investments are classified on the website under non-core investments.
Primorus will continue to actively manage its investments and liquidity which may involve holding certain market tradeable investments. Where active management involves non-material transactions, it will not be reported via an RNS, but instead the Company's website shall be updated periodically to reflect any changes to the investments held by the Company. These changes may include the purchase of additional shares or the disposal in part or in whole of any individual investment.
Financial highlights
The operating profit for the year was £2.681 million (2023: loss of £2.349 million). The net profit after tax was
£2.689 million (2023: loss of £2.349 million). Total assets including cash at 31 December 2024 amounted to £5.930 million (2023: £5.341 million).
The cash balance was £42,000 as at 31 December 2024 (2024: £775,000)
Investee companies
The majority of the Company's investments in underlying investee companies are minority investments. Whilst we may offer advice to the management of the investee companies, specifically about their business objectives and goals, they can and sometimes do ignore such advice. Similarly, those investee companies which are privately held do not have similar disclosure obligations to publicly quoted companies and therefore, any updates they provide about their businesses can be piecemeal and, in certain cases, non-existent save where the Board specifically requests an update. The Company does maintain an open dialog with its investee companies in order to monitor performance.
Primorus has no operational capacity insofar as it pertains to any of its investee companies, and whilst the Board will look to structure investments in a format where Primorus can have a high degree of oversight, this was not done with the Company's historic investments and, as such, there are inherent risks in that investee companies are not as accountable to the Company as the Board would prefer them to be. The Board intends, wherever possible, to seek more oversight in any significant new investments which the Company makes into private
companies or unquoted public companies. It is unlikely the Company will make investments into either such companies unless there is a clear route to a relatively near- term liquidity event such as a trade sale or an IPO.
In relation to its investment in ALTE, the Company has a nominated director on the board to ensure there is oversight on behalf of Primorus. This has been a significant step for the Company because it is the first investment where the Company will get an insight into the operation of the investee company and be able to actively voice its opinions, concerns and constructive advice instead of being informed of decisions after the event. Hedley Clark was also appointed as a Non-Executive director on the board of Interpac.
Summary and Outlook
The year under review saw the Company start to gain some meaningful traction. Although there have been several headwinds for Primorus and the markets in general, the Board feels the Company is in a strong position to take advantage of opportunities as they present themselves. The drive to net zero carbon is clearly necessary for the benefit of the wider community and the Board feels that it can position Primorus in this investment space for the benefit of the Company and its shareholders.
The Company did not need to raise any capital in 2024 and the Board sees no immediate need to do so due to the Company's holdings of liquid instruments and cash. The Board is not ruling out the possibility of raising capital if the right opportunity presents itself, but at the time of writing the Company is not considering any potential investments which would necessitate a capital raising to be undertaken.
The Board will continue to look at innovative ways to enhance the Company's value which may involve looking at
various alternative company structures.
It is also important to enhance clarity of those investments which the Company holds. In the past, it has been hard to get an accurate valuation of some of our investments but as we move towards investments with greater liquidity this should enable the Company to be valued at a value closer to its net asset value ("NAV"). Whilst it is usual for investment companies to trade at a discount to their NAV, the Board believes the Company to be undervalued given its share price and resultant market capitalisation.
We remain highly focused on costs, especially in these inflationary times and will always focus on efficiency whilst working to achieve shareholder value.
The Board would like to thank all shareholders for their continued support and understanding in this period of unsettling and exceptional circumstances and wish them well during this time.
2025
The Board remains committed to its strategic criteria for each new investment and has reiterated the core requirements below:
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It must enable Primorus the opportunity to acquire a meaningful stake in the investee company.
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A clear and realistic exit route must be in place.
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There should be an opportunity for the Board to play an active role in the investee company's
development.
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The Board and the investee company's management team must share a common vision and strategic
alignment.
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The investment committed by the Company will be proportionate to the risk/reward opportunity.
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There should be a greater opportunity for the Company's shareholders to benefit directly from the
increase in capital values from each investment.
Our operational targets for the remainder of 2025, in line with our investing policy, are:
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To continue to focus on applying financial resources diligently, with controlled corporate costs and focused investment.
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To continue to build working capital, preferably through organic means, by exiting investments which have generated significant returns on investment.
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To continue to build our external network and to develop our managerial team to provide confidence in the market of our abilities to achieve our strategic business objective of identifying significant value-enhancing investment opportunities.
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To proactively continue the work the Board has already started to achieve with the crystallisation of value from certain investment opportunities which it has identified.
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To continue to review new opportunities and where financially and operationally practical to make investments in such opportunities which present the most upside to the Company.
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To retain sufficient capital resources through cash or liquid investments to enable the Company to have access to immediate capital for the purposes of deploying into larger positions that are the most strategically aligned opportunities.
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To divest the non-core investments when suitable liquidity events arise, or fair value can be achieved by alternative means.
Statement in accordance with section 172 of the Companies Act 2006
As required by section 172 of the Companies Act 2006, a director of a company must act in a way they consider, in good faith, would most likely promote the success of the company for the benefit of its shareholders. In doing this, the director must have regard, amongst other matters, to the:
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likely consequences of any decision in the long term;
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interests of the Company's employees;
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need to foster the Company's business relationships with suppliers, customers and others;
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impact of the Company's operations on the community as well as the environment;
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company's reputation for high standards of business conduct; and
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need to act fairly as between members of the Company.
As a Board our aim is always to uphold the highest standards of governance and business conduct, taking decisions in the interests of the long-term sustainable success of the Company, generating value for our shareholders and contributing to wider society. We recognise that our business can only grow and prosper over the long term by understanding the views and needs of our stakeholders. Engaging with stakeholders is key to ensuring the Board has informed discussions and factors stakeholder interests into decision-making.
The Board of Directors is collectively responsible for formulating the Company's strategy, which is to invest in businesses where prospects appear to be exceptional at an attractive price and deliver good risk-adjusted investment returns to the shareholders. The Board places equal importance on all shareholders and strives for transparent and effective external communications, within the regulatory confines of a listed company. The primary communication method for regulatory matters and matters for material substance is through the Regulatory News Services (RNS).
As always, I am available for any shareholder to contact me directly about any concerns or suggestions they may have.
The table below details how we interact with key stakeholders, our commitment to meet the Section 172 requirements and the actions we take to meet those commitments:
|
Key Stakeholders |
Commitment |
Action |
|
Shareholders |
To be transparent with shareholders, keeping them informed and ensure all shareholders are treated fairly. When possible, return value to our shareholders |
The board engages with shareholders at the AGM, through the Regulatory News Services (RNS). Key officers maintain regular dialogue with shareholders. Pay dividend or other method to return value to all shareholders. |
|
Employees |
Treat all staff fairly and ensure they are rewarded appropriately to enhance their contribution towards the success of the Company |
The Company has appropriate policies in place, along with contracts of employment. Regular communication takes place with all staff, including annual reviews. |
|
Suppliers and Advisors |
Maintain good relationship with suppliers so that supplies are provided on time so as not to interrupt the running of the Company. Ensure the Company is acting in accordance with good governance and other regulations. |
Regular communication with key suppliers. Take appropriate advice from key advisors. All suppliers and advisors are paid promptly. |
Details of the Board's decisions for the year ending 31 December 2024 to promote long-term success, and how it engaged with stakeholders and considered their interests when making those decisions, can be found throughout the Chairman's Statement, Directors' Report and Corporate Governance Statements.
Rupert Labrum
Date 29thMay 2025
The directors present their report and the financial statements for the year ended 31 December 2024.
Principal activity
Primorus Investments plc is an investing company with a focus to establish and/or acquire a diverse portfolio of direct and indirect interests in companies and/or projects at any stage of their development or operational lifecycle. With a particular focus on the natural resources, energy, clean technology, financial technology, business technology, infrastructure, property, consultancy, brand licensing and leisure sectors. However, the Company will consider opportunities in all sectors as they arise if the Board considers there is an opportunity to generate potential value for Shareholders. The Company will consider possible opportunities anywhere in the world.
Results and dividends
The profit for the year, after taxation, amounted to £2.689m (2023: loss £2.349m). During the year the directors declared a special dividend of 1.5p per ordinary share. The dividend was paid on 10thApril 2024 and amounted to
£2.098m (2023: £nil). The directors do not recommend payment of a further dividend (2023: £nil).
Business review
A review of the business for the year, and future developments are set out in the Chairman's Statement incorporating the Strategic Report on pages 4 to 8.
Post year end events
Details of significant events occurring since the year end are set out in Note 21.
Directors' remuneration and interests
The company remunerates the directors at a level commensurate with the size of the company and the experience of its directors. The Remuneration Committee has reviewed the directors' remuneration and believes it upholds the objectives of the company regarding this issue. Details of the directors' emoluments and payments made for professional services rendered are set out in Note 6 of the Financial Statements.
All the directors below served throughout the period unless otherwise stated: Rupert Labrum Executive Chairman
Matthew Beardmore Chief Executive Officer Hedley Clark Non-executive Director
Substantial Shareholding
At 28thMay 2025, the Company was aware of the following substantial shareholdings in the ordinary share capital, over 3%:
|
Number of ordinary shares |
% of issued share capital |
|
|
HSDL Nominees Limited |
43,841,279 |
31.35% |
|
Interactive Investor Services Nominees Limited |
35,762,840 |
25.58% |
|
Norwich Van Centre** |
20,298,053 |
14.52% |
|
Hargreaves Lansdown (Nominees) Limited |
17,219,868 |
12.31% |
|
Rock Nominees |
8,131,051 |
5.81% |
|
Lawshare Nominees |
5,344,969 |
3.82% |
|
Barclays Direct Investing Nominees |
4,726,084 |
3.38% |
** These shareholdings are also included within the nominee accounts stated holdings
The serving directors hold a beneficial interest in the ordinary share capital of the Company as follows:
|
Number of ordinary shares |
% of issued share capital |
|
|
Rupert Labrum* |
33,750,000 |
24.15% |
|
Hedley Clark* |
5,355,673 |
3.83% |
|
Matthew Beardmore |
100,000 |
0.07% |
* including connected party holdings
Suppliers' payment policy
It is the Company's policy to agree appropriate terms and conditions for its transactions with suppliers ranging from standard terms and conditions to individually negotiated contracts and to pay suppliers according to agreed terms and conditions, provided that the supplier meets those terms and conditions. The Company does not have a standard code dealing specifically with the payment of suppliers.
Trade payables at the year end all relate to sundry administrative overheads and disclosure of the number of days purchases represented by year end payables is therefore not meaningful.
Climate Related Reporting
The Company has a small carbon footprint in the UK as most of the directors work from home or in shared office space. As a result, the energy usage in the UK is below 40,000KWH and therefore greenhouse gas emissions, energy consumption and energy efficiency disclosures have not been provided in the financial statements.
Charitable contributions
During the year the Company made charitable donations amounting to £Nil (2023: £Nil).
Directors' indemnities
The Company has put in place qualifying third party indemnity provisions for all the directors of the Company which was in force at the date of approval of this report.
Principal risks and uncertainties
The principal risks and uncertainties facing the Company are detailed within the Governance report.
Internal control
A key objective of the directors is to safeguard the value of the business and assets of the Company. This requires the development of relevant policies and appropriate internal controls to ensure proper management of the Company's resources and the identification and mitigation of risks which might serve to undermine them. The directors are responsible for the Company's system of internal control and for reviewing its effectiveness. It should, however, be recognised that such a system can provide only reasonable not absolute assurance against material misstatement or loss.
Directors' responsibilities statement
The directors are responsible for preparing the Directors' Report and the financial statements, in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK-adopted international accounting standards (UKIAS) in conformity with the requirements of the Companies Act 2006.
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing the financial statements, the directors are required to:
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select suitable accounting policies and then apply them consistently;
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make judgements and estimates that are reasonable and prudent;
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state whether they have been prepared in accordance with UKIAS, subject to any material departures disclosed and explained in the financial statements; and
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
The Company is compliant with AIM Rule 26 regarding the Company's website.
Disclosure of information to the auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
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so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
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the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Auditor
The auditor, PKF Littlejohn LLP, will be proposed for reappointment in accordance with section 489 of the Companies Act 2006.
Annual general meeting
Notice of the forthcoming AGM will be communicated separately.
This report was approved by the board on 29thMay 2025 and signed on its behalf
Hedley Clark Director
The Board of Primorus Investments plc is committed to the principles of good corporate governance and believe in the importance and value of robust corporate governance and in our accountability to our shareholders and stakeholders.
The AIM Rules for companies (as updated on 1 January 2021) required AIM companies to apply a recognised corporate governance code from 28 September 2018. Primorus has chosen to adhere to the Quoted Company Alliance's Corporate Governance Code for Small and Mid-Size Quoted Companies (the "QCA Code") and listed below are the 10 broad principles of the QCA Code and the Company's disclosure with respect to each point.
The Principles of the QCA Code
Principle One
Business Model and Strategy
The Board has concluded that the highest medium and long term value can be delivered to its shareholders by the adoption of an investing strategy for the Company. Primorus Investments is an investing company with a focus on establishing and/or acquiring a diverse portfolio of direct and indirect interests in companies and/or projects at any stage of their development or operational lifecycle with a particular focus on the natural resources, energy, clean technology, financial technology, business technology, infrastructure, property, consultancy, brand licensing and leisure sectors. The Company will consider opportunities in all sectors as they arise if the Board considers there is an opportunity to generate potential value for shareholders. The Company will consider possible opportunities anywhere in the world.
Principle Two
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with its private shareholders. Shareholders and analysts can discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company's Annual General Meeting. Shareholders also have access to current information on the Company through its website, https://www.primorusinvestments.com, and via Rupert Labrum, Executive Chairman, who is available to answer investor relations enquiries.
Principle Three
Considering wider stakeholder and social responsibilities
The Board recognises that the long-term success of the Company is reliant upon the efforts of its management team, its investee companies and stakeholders. The Board is therefore charged with the responsibility to ensure that there is as close as practicable oversight and contact with its key investee companies and shareholder relationships. Furthermore, the Board considers the wider impacts of any investee company in terms of their social and environmental impacts.
Principle Four
Risk Management
In addition to its other roles and responsibilities, the Audit Committee is responsible to the Board for ensuring that procedures are in place and are being implemented effectively to identify, evaluate and manage the significant risks faced by the Company. The risk assessment matrix below sets out those risks and identifies their
ownership and the controls that are in place. This matrix is updated as changes arise in the nature of risks or the controls that are implemented to mitigate them. The Audit Committee reviews the risk matrix and the effectiveness of scenario testing on a regular basis. The following principal risks and controls to mitigate them, have been identified:
|
Activity |
Risk |
Impact |
Control(s) |
|
Financial |
Liquidity, market and credit risk Inappropriate controls and accounting policies |
Inability to continue as going concern Reduction in asset values Incorrect reporting of assets |
Robust capital management policies and procedures The board agrees and signs off all annual reports which detail accounting policies. Due to size of the company - the board discusses and agrees all payments over £25,000. |
|
Regulatory adherence |
Breach of rules |
Censure |
Strong compliance regime instilled at all levels of the Company |
|
Strategic |
Damage to reputation Inadequate disaster recovery procedures |
Inability to secure new capital or investments Loss of key operational and financial data |
Effective communications with shareholders coupled with consistent messaging to potential investees Off-site storage of data |
|
Management |
Recruitment and retention of key people |
Reduction in operating capability |
Stimulating and safe working environment Balancing salary with longer term incentive plans |
The Directors have established procedures, as represented by this statement, for the purpose of providing a system of internal control. An internal audit function is not considered necessary or practical due to the size of the Company and the close day to day control exercised by the Executive Chairman, Rupert Labrum. However, the Board will continue to monitor the need for an internal audit function. The executive directors work closely with and have regular ongoing dialogue with the non-executive director who has responsibility for the financial reporting and controls and has established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.
Principle Five
A Well Functioning Board of Directors
As at the date hereof the Board is comprised of: Rupert Labrum (Executive Chairman), Matthew Beardmore (Chief Executive Officer) and Hedley Clark (Non-Executive Director). Biographical details of the current Directors are set out within Principle Six below. Executive and Non-Executive Directors are subject to re-election at intervals of no more than 3 years. The Executive Chairman and the Chief Executive Officer are considered to be full time employees whilst the Non- Executive Director is considered to be part time but is expected to provide as much time to the Company as is required. The Board elects a Chairman to chair every meeting.
The Board meets formally at least four times per annum but regular contact is maintained so that all directors are informed of relevant developments and are able to have discussions whenever required. It has established an Audit Committee and a Remuneration Committee, particulars of which appear hereafter. The Board has agreed that appointments to the Board are made by the Board as a whole and so has not created a Nominations Committee. The Board considers that this is appropriate given the Company's current stage of operations. It shall continue to monitor the need to match resources to its operational performance and costs and the matter will be kept under review going forward
Hedley Clark is considered by the Board to be an Independent Director. The Board notes that the QCA recommends a balance between executive and non-executive Directors and recommends that there be two independent non-executives. As it has only one independent non-executive director, the Board does not currently fully comply with this requirement and will consider making further appointments as the scale and complexity of the Company grows, which is expected to be when the Company achieves a market capitalisation of over £10 million.
Attendance at Board and Committee Meetings
The Company shall report annually on the number of Board and committee meetings held during the year and the attendance record of individual Directors. In the financial year there were 7 board meetings, and all the Directors attended all of the meetings. To be efficient, the Directors meet formally and informally both in person and by telephone.
Principle Six
Appropriate Skills and Experience of the Directors
The Board currently consists of three Directors. The Company believes that the current balance of skills in the Board as a whole, reflects a very broad range of commercial and professional skills across geographies and industries and each of the Directors has experience in public markets.
The Board recognises that it currently has a limited diversity and this will form a part of any future recruitment consideration if the Board concludes that replacement or additional directors are required.
The Board shall review annually the appropriateness and opportunity for continuing professional development whether formal or informal. Currently each of the board are involved in financial markets and increase their awareness and skills via reading and participation in commercial transactions from time to time.
Mr Rupert Labrum
Executive Chairman
Rupert Labrum is a former investment banker, who retired after a successful career in the City of London. He was involved with Treasury and funding operations of international banks and building societies. He worked as a fund manager at Gartmore Investment Management and previously ran a proprietary derivatives trading desk at Deutsche Bank. Over the last several years, Mr Labrum has been an active investor in multiple private and publicly quoted companies. He has held notifiable positions in several AIM-quoted companies, and is the Company's largest shareholder, holding an aggregate interest in its shares of approximately 24%.
Mr Matthew Beardmore
Chief Executive Officer
Matthew Beardmore is a practising solicitor and commercial manager. He has acted on many investments, commercial transactions, property transactions and major projects amounting to several billion pounds during his career. Mr Beardmore was previously a non-executive director of AIM-quoted lnfraStrata plc, where he was instrumental in both completing and managing the company's EU grant applications.
Mr Hedley Clark
Non-executive Director
Hedley Clark is a Fellow of the Institute of Chartered Accountants in England and Wales. After nine years working in private practice, the last five at KPMG, he left to take up senior financial and management roles in various companies where he gained a wealth of international business experience. This included two successful start-ups. Up until the sale of the business in 2022, for the previous 12 years, Mr Clark's principal role had been as Managing Director of Credence Background Screening Limited, a successful background screening company which, since his initial involvement in 2009, saw significant revenue and profits growth.
Principle Seven
Evaluation of Board Performance
Internal evaluation of the Board, the Committee and individual Directors is undertaken on an annual basis in the form of informal discussions The annual report details the progress which the board and company has made for the year.
No succession planning is deemed necessary at this point due to the small size of the company.
Each director is also assessed by shareholders on a three-year rotation basis at AGM when their re-appointment is due.
Principle Eight
Corporate Culture
The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact its performance. The Board is aware that the tone and culture set by the Board will greatly impact all aspects of the Company as a whole. The corporate governance arrangements that the Board has adopted are designed to ensure the Company delivers long term value to its shareholders and that shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with the Board.
A large part of the Company's activities are centred upon what needs to be an open and respectful dialogue with investee companies and investors and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives. The Board places great import on this aspect of corporate life and seeks to ensure that this flows through all that the Company does.
The directors consider that at present the Company has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The Company has adopted a code for Directors' and employees' dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with the requirements of the retained EU law version of the Market Abuse Regulation that has applied since 31st December 2020.
Principle Nine
Maintenance of Governance Structures and Processes
The Board provides strategic leadership for the Company and operates within the scope of a strong corporate governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and practices that operate throughout the business, and defining the strategic goals that the Company implements in its business plan.
The Board defines a series of matters reserved for its decision and has approved terms of reference for its audit and remuneration committees to which certain responsibilities are delegated.
The chair of each committee reports to the Board on the activities of that committee.
Audit Committee
The Audit Committee has primary responsibility for ensuring that the financial performance of the Company is properly measured and reported on, reviewing the interim financial information and annual financial statements before they are submitted to the Board. The committee also reviews, and reports on, reports from the Company's auditors relating to its accounting controls. It makes recommendations to the Board on the appointment of auditors and the audit fee. The committee monitors the scope, results and cost-effectiveness of the audit. It has unrestricted access to the Company's auditors.
The current committee members are Hedley Clark (Chairman) and Rupert Labrum.
Remuneration Committee
The Remuneration Committee is chaired by Hedley Clark. The Remuneration Committee reviews the performance of the executive directors and employees and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also considers and approves the granting of share options pursuant to the share option plan and the award of shares in lieu of bonuses pursuant to the Company's Remuneration Policy.
Nominations Committee
The Board has agreed that appointments to the Board will be made by the Board as a whole and so has not created a Nominations Committee.
Non-Executive Directors
The Board currently has one non-executive director.
Due to the small size of the Company, it is deemed not necessary to appoint further non-executive directors until
the Company's market capitalisation exceeds £10 million.
In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to promote the success of the Company; a duty to exercise independent judgement; a duty to exercise reasonable care, skill and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a duty to declare any interest in a proposed transaction or arrangement. There are no plans at this stage to increase the governance framework until the Company's market capitalisation exceeds £10 million.
Principle Ten
Shareholder Communication
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with its private shareholders. shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company and are encouraged to attend the Company's Annual General Meeting.
Investors also have access to current information on the Company through its website, https://www.primorusinvestments.com, and via Rupert Labrum, Executive Chairman, who is available to answer investor relations enquiries.
The Company's preferred method of communication with shareholders is electronic communications in order to maximise efficiency. The Company's website details various information: annual reports, AGM notice of meetings and RNS announcements detailing results of meetings and other relevant information.
The Company shall include, when relevant, in its annual report, any matters of note arising from the audit or remuneration committees.
Opinion
We have audited the financial statements of Primorus Investments Plc (the 'company') for the year ended 31 December 2024 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards.
In our opinion, the financial statements:
-
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit
for the year then ended;
-
have been properly prepared in accordance with UK-adopted international accounting standards; and
-
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard 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.
Conclusions relating to going concern
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 company's ability to continue to adopt the going concern basis of accounting included:
-
Reviewing management's assessment of going concern including cash flow forecasts covering a period of
at least 12 months from the date of approval of financial statements;
-
Reviewing and challenging key underlying assumptions used in the forecasts and reviewing for reasonableness;
-
Reviewing post-year end bank statements, Regulatory News Service (RNS) announcements and management accounts and assessing post year-end performance and the latest financial position of the company;
-
Sensitising the cash flow forecasts and performing stress tests, in order to assess the impact on cash reserves of a shortfall against budget; and
-
Assessing the adequacy of going concern disclosures within the Annual Report and Financial Statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Our application of materiality
In planning and performing our audit we applied the concept of materiality. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified. Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be £88,900 (2023:
£101,700) based on approximately 1.5% (2023: 1.5%) of gross assets on the basis that the company's
investments are the main components of the Statement of financial position.
We used a lower level of materiality ('performance materiality') to determine the extent of our testing for the audit of the financial statements. Performance materiality was set based on 65% (2023: 60%) of overall materiality as adjusted for the judgements made with regard to the entity's risk and our evaluation of the specific risks of each audit area, taking into account the internal control environment. Where considered appropriate, performance materiality may be reduced to a lower level, such as, for related party transactions and directors' remuneration.
We agreed with the Audit Committee to report to it all identified errors in excess of £4,400 (2023: £5,085), which is based on 5% (2023: 5%) of overall materiality. Errors below that threshold would also be reported if, in our opinion as auditor, disclosure was required on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgements by the directors in respect of the carrying values of the company's investments and considered future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluation whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
|
Key Audit Matter Valuation, classification and impairment of financial investments (Note 10) |
How our scope addressed this matter |
|
The company held investments with a value of £5.787m (2023: £4.554m) as at 31 December 2024. These are valued in accordance with International Financial Reporting Standards (IFRS) 13 and the fair value hierarchy; and classified as per IFRS 9. There is the risk that these investments have not been valued in accordance with IFRS 13 or classified in accordance with IFRS 9 and require impairment or reclassification. The level 3 investees are generally early-stage private companies which do not have readily available fair values under the fair value hierarchy. Calculating a fair value can therefore involve a significant level of judgement. As a result of these significant areas of judgement, this is considered to be a key audit matter |
Our work in this area included:
|
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
-
the information given in the strategic report and the directors' report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
-
the strategic report and the directors' report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
-
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
-
the financial statements are not in agreement with the accounting records and returns; or
-
certain disclosures of directors' remuneration specified by law are not made; or
-
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 company and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research, application of cumulative audit knowledge and experience of the sector, etc. This is evidenced by
discussion of laws and regulations with the management, reviewing minutes of meetings of those charged with governance and RNS announcements, and reviewing legal or professional expenditures.
-
We determined the principal laws and regulations relevant to the company in this regard to be those arising from Companies Act 2006, AIM rules, GDPR, Employment Law, Health and Safety Law, UK tax regulations, Anti-Bribery and Money Laundering Regulations and QCA Code.
-
We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the company with those laws and regulations. These procedures included, but were not limited to:
-
Discussion with management regarding potential non-compliance;
-
Review of legal and professional fees to understand the nature of the costs and the existence of any non-compliance with laws and regulations; and
-
Review of minutes of meetings of those charged with governance and review of RNS announcements.
-
-
We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to the carrying value of the investments and we addressed this by challenging the assumptions and judgements made by management when auditing that significant accounting estimate.
-
As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
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 noncompliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Andrew Simpson (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
29thMay 2025
|
2024 |
2023 |
|||
|
Income |
Notes |
£000 |
£000 |
|
|
Investment income |
3 |
- |
64 |
|
|
Realised gain/(loss) on financial investments |
3 |
3,168 |
(684) |
|
|
Unrealised gain on financial investments |
3 |
233 |
465 |
|
|
Gross Profit/(Loss) |
3,401 |
(155) |
||
|
Operating expenses Administrative expenses |
4,5 |
(720) |
(504) |
|
|
Impairment gain/(loss) of financial investments |
10 |
- |
(1,690) |
|
|
Operating Profit/(Loss) |
2,681 |
(2,349) |
||
|
Finance income |
7 |
17 |
- |
|
|
Finance costs |
8 |
(9) |
- |
|
|
Profit/(Loss) before tax |
2,689 |
(2,349) |
||
|
Taxation |
9 |
- |
- |
|
|
Profit/(Loss) for the year |
2,689 |
(2,349) |
||
|
Other comprehensive income for the year net of tax |
- |
- |
||
|
Total comprehensive income |
2,689 |
(2,349) |
||
Earnings per share attributable to the ordinary equity holders of the parent
2024 2023
Pence Pence
Basic and diluted profit/(loss) per share 11 1.923 (1.680)
The notes on pages 28 to 44 form part of these financial statements.
|
As at 31 December 2024 |
||||
|
2024 |
2023 |
|||
|
ASSETS |
Notes |
£000 |
£000 |
|
|
Non-Current Assets Financial Investments |
10 |
4,733 |
2,052 |
|
|
Current Assets |
2,052 |
|||
|
Financial Investments |
10 |
1,054 |
2,502 |
|
|
Trade and other receivables |
12 |
101 |
12 |
|
|
Bank and cash balances |
19 |
42 |
775 |
|
|
1,197 |
3,289 |
|||
|
Total Assets |
5,930 |
5,341 |
||
|
LIABILITIES |
||||
|
Current Liabilities Trade and other payables |
13 |
142 |
144 |
|
|
Total Liabilities |
142 |
144 |
||
|
Net Assets |
5,788 |
5,197 |
||
|
EQUITY |
||||
|
Issued capital and reserves |
||||
|
Share capital |
16 |
280 |
280 |
|
|
Retained earnings |
5,508 |
4,917 |
||
|
Total Equity |
5,788 |
5,197 |
||
These Financial Statements on pages 24 to 44 were approved and authorised for issue by the board of directors on 29thMay 2025.
R Labrum H Clark
Rupert Labrum Hedley Clark
Director Director
The notes on pages 28 to 44 form part of these financial statements.
|
Total |
|||||
|
Share |
attributable |
||||
|
based |
to owners |
||||
|
Share |
Share |
payment |
Retained |
of the |
|
|
capital |
premium |
reserve |
earnings |
company |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
Balance at 1 January 2023 |
280 |
- |
- |
7,266 |
7,546 |
|
Loss for the year |
- |
- |
- |
(2,349) |
(2,349) |
|
Total comprehensive income for the year |
- |
- |
- |
(2,349) |
(2,349) |
|
Balance at 31 December 2023 |
280 |
- |
- |
4,917 |
5,197 |
|
Balance at 1 January 2024 |
280 |
- |
- |
4,917 |
5,197 |
|
Profit for the year |
- |
- |
- |
2,689 |
2,689 |
|
Total comprehensive income for the year |
- |
- |
- |
2,689 |
2,689 |
|
Dividends |
- |
- |
- |
(2,098) |
(2,098) |
|
Balance at 31 December 2024 |
280 |
- |
- |
5,508 |
5,788 |
The notes on pages 28 to 44 form part of these financial statements.
|
2024 |
2023 |
||
|
Cash Flows from Operating Activities |
£000 |
£000 |
|
|
Operating profit/(loss) Adjustments for: (Profit)/Loss on disposal of financial investments |
2,681 (3,168) |
(2,349) 684 |
|
|
Fair value movements on financial investments |
(233) |
(465) |
|
|
Impairment provision on unlisted investments |
- |
1,690 |
|
|
Interest income on investments |
- |
(64) |
|
|
Net foreign exchange loss/ (gain) |
163 |
133 |
|
|
Movement in working capital: |
(557) |
(371) |
|
|
(Increase)/Decrease in trade and other receivables |
(89) |
22 |
|
|
(Decrease)/Increase in trade and other payables |
(2) |
34 |
|
|
Cash used in operations |
(648) |
(315) |
|
|
Income taxes paid |
- |
- |
|
|
Net cash used in operating activities |
(648) |
(315) |
|
|
Cash flows from investing activities Proceeds from sale of financial investments |
6,121 |
1,051 |
|
|
Purchase of financial investments |
(4,116) |
(75) |
|
|
Net cash from investing activities |
2,005 |
976 |
|
|
Cash flows from financing activities Dividends paid |
(2,098) |
- |
|
|
Finance income |
17 |
- |
|
|
Finance cost |
(9) |
- |
|
|
Net cash (used in)/from financing activities |
(2,090) |
- |
|
|
Net (decrease)/increase in cash and cash equivalents |
(733) |
661 |
|
|
Cash and Cash Equivalents at beginning of year |
775 |
114 |
|
|
Cash and Cash Equivalents at end of year |
42 |
775 |
The notes on pages 28 to 44 form part of these financial statements.
1. Accounting Policies Basis of Preparation
Primorus Investments plc is a public company incorporated and domiciled in the United Kingdom. The Company's registered office is 48 Chancery Lane, London, WC2A 1JF. The Company's shares are listed on the AIM market of the London Stock Exchange.
The Company meets the definition of an investment company.
The Financial Statements are for the year ended 31 December 2024 and 2023 and have been prepared under the historical cost convention, except for financial investments measured at fair value.
The financial statements have been prepared in accordance with UK-adopted international accounting standards in accordance with the requirements of the Companies Act 2006.
These financial statements have been prepared and approved by the Directors on 29thMay 2025 and signed on their behalf by Rupert Labrum and Hedley Clark.
The accounting policies have been applied consistently throughout the preparation of these financial statements and the financial report is presented in Pound Sterling (£) and all values are rounded to the nearest thousand pounds (£000) unless otherwise stated.
Investing Policy
The Company's Investing Policy is to establish and/or acquire a diverse portfolio of direct and indirect interests in companies and/or projects at any stage of their development or operational lifecycle with a particular focus on the natural resources, energy, clean technology, financial technology, business technology, infrastructure, property, consultancy, brand licensing and leisure sectors. However, the Company will consider opportunities in all sectors as they arise if the Board considers there is an opportunity to generate potential value for Shareholders. The Company will consider possible opportunities anywhere in the world.
The Directors have considerable experience in investing, both in structuring and executing deals and in raising capital. The Directors will use this experience to identify and investigate potential opportunities, and to negotiate acquisitions and investments. Wherever necessary, the Company will engage suitably qualified technical personnel to carry out specialist due diligence prior to making an acquisition or an investment.
The Company may invest by way of outright acquisition of assets, including the intellectual property, of a relevant business, or by entering into partnerships, joint ventures or other forms of collaborative arrangements. Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question or the Company may create new entities for the purposes of investing in such assets.
The Company may be an active and/or a passive investor depending on the nature of the individual investments. Although the Company intends to be a long-term investor, the Directors will place no minimum or maximum limit on the length of time that any investment may be held.
One principal area of investment focus for the Company moving forward shall be to invest, as a founder or cofounder investor, seed investor and/or cornerstone investor in special purpose acquisition companies ("SPACs") which are established for the purpose of identifying suitable acquisition targets. The Company will seek to invest in SPACs which are focused on identifying suitable acquisition targets which operate within the sectors that the
Company itself wishes to concentrate on. The Company anticipates that it will principally invest in SPACs whose shares are traded on, or are intended to be traded on, the Standard segment of the Main Market or the AIM market of the London Stock Exchange. However, the Company shall be permitted to invest in SPACs whose shares are traded on, or are intended to be traded on, any securities exchange, without geographic limitation.
The Directors may offer new ordinary shares in the capital of the Company by way of consideration and/or cash, thereby helping to preserve the Company's cash for working capital and as a reserve against unforeseen contingencies including, but not limited to, delays in collecting accounts receivable, unexpected changes in the economic environment and unforeseen operational problems. The Company may in appropriate circumstances issue debt securities or otherwise borrow money to complete an acquisition or investment.
The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the ordinary shares in the capital of the Company.
There are no restrictions on the type of investments that the Company might make or the type of opportunity that may be considered providing they meet the objectives of this Investing Policy.
In addition, the Directors may consider, from time to time, other means of facilitating returns to shareholders including dividends, share repurchases, demergers, and schemes of arrangement or liquidation.
Going Concern
The Directors noted the operating profit that the Company has made for the year ended 31 December 2024 and the positive impact this had on the Company's cash resources. The Directors have prepared cash flow forecasts for a period of at least twelve months from the date of the approval of these financial statements.
The cost structure of the Company comprises a high proportion of discretionary spend and therefore in the event that cash flows become constrained, costs can be quickly reduced to enable the Company to operate within its available funding.
These forecasts demonstrate that the Company has sufficient cash and liquid funds (i.e. investments in listed companies) available to allow it to continue in business for a period of at least twelve months from the date of the approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.
It is the prime responsibility of the Board to ensure the Company remains a going concern. On 31 December 2024 the Company had cash and cash equivalents of £42,000. The Company also has listed financial investments of
£2,368,000 as at 31st December 2024 of which £1,054,000 are classified as current assets. The Company has minimal contractual expenditure commitments, and the Board considers the present funds, including those raised from the sales of its unlisted investment, and future disposals of its listed financial investments sufficient to maintain the working capital of the Company for a period of at least 12 months from the date of signing the Annual Report and Financial Statements. For these reasons the Directors adopt the going concern basis in preparation of the Financial Statements.
New standards, amendments and interpretations adopted by the Company
The Company has adopted the below standards, amendments or interpretations for the first time for its annual reporting period commencing 1 January 2024 which do not have a material impact on the Company:
-
Amendments to IAS 1: Presentation of Financial Statements: Classification of liabilities as current or non-current liabilities with covenants
-
Amendments to IFRS16: Leases: Lease liability in a sale and leaseback
-
Amendments to IAS 7: Statement of cash flows
-
Amendments to IFRS 7: Financial Instruments: Disclosures: supplier finance arrangements
-
IFRS S1: General Requirements for disclosure of sustainability-related financial information
-
IFRS S2: Climate-related disclosures
New standards, amendments and interpretations not yet adopted
Certain new accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory for 31 December 2024 reporting periods and have not been early adopted by the Company. These standards, amendments or interpretations are not expected to have a material impact on the Company.
Key accounting judgements and estimates
The preparation of the Financial Statements requires the Company to make estimates, judgements and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. The Directors base their estimates on historic experiences and various other assumptions that they believe are reasonable under the circumstances, the results of which form the basis of making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Unlisted investments
The Company is required to make judgements over the carrying value of investments in unquoted companies where fair values cannot be readily established and evaluate the size of any impairment required. It is important to recognise that the carrying value of such investments cannot always be substantiated by comparison with independent markets and, in many cases, may not be capable of being realised immediately. Management's significant judgement in this regard is that the value of their investment represents their cost less previous impairment. Further details relating to management's assessment of the carrying value of unlisted investments can be found in the Chairman's report.
Income
Income is measured by reference to the fair value of consideration received or receivable by the Company as a result of its investment activities. Income is credited to the Income Statement in the period it is deemed to be earned.
For quoted financial investments, where the quoted price at the date of these financial statements is different from the original cost or value at the end of the previous account period, the Company reflects the change in value as either an unrecognised gain or loss.
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Disclaimer
Primorus Investments plc published this content on May 31, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 31, 2025 at 08:22 UTC.
