COINSILIUM GROUP LIMITED Coinsilium Group Limited: ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
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Coinsilium Group Limited (COIN)
COINSILIUM GROUP LIMITED
("Coinsilium" or the "Company")
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
COINSILIUM GROUP LIMITED STATEMENT OF THE BOARD OF DIRECTORS Coinsilium Group Limited (“Coinsilium”, the “Group” or the “Company”), the venture builder, investor and adviser to early-stage blockchain technology companies, is pleased to announce its Final Results for the year ended 31 December 2023. Financial Summary
Operational Highlights
The Directors present their report, together with the Group Financial Statements and Auditor’s Report, for the year ended 31 December 2023. The comparative period is the year ended 31 December 2022. Review of the Year Throughout the period the digital asset markets continued their strong recovery from the 2022 lows, with a corresponding markedly positive impact on the Company’s cryptocurrency treasury position. The prices of BTC and ETH began the period at US$16,612 and US$1,202, respectively and by the end 2023, BTC had risen 156.7% to US$42,650 while ETH had increased by 89.8% to US$2,281.00. The strong performance of both cryptocurrencies has continued beyond the year end with BTC reaching a new all time high of $75,830 on 14 March 2024 and is currently trading at US$67,800 representing a percentage increase year-to-date of approximately 54.7%. Having navigated the challenges from the previous down cycle and the lows of December 2022, we emerged stronger in 2023, fulfilling our commitment to resilience and growth. Throughout the year, we strategically laid the building blocks for future success, focusing on Web3 and exponential converging technology opportunities, particularly in the realm of artificial intelligence (AI). Web3, which represents the next generation of internet technologies incorporating decentralised platforms and blockchain, is a cornerstone of our strategy. Our emphasis on AI and other converging technologies positions us to leverage innovative solutions and drive substantial growth. This proactive approach has prepared us well for the strong sustained market recovery we are now experiencing in 2024, where we now find ourselves in a robust and advantageous position. On 14 March 2023 – Coinsilium announced that the Company had entered into Heads of Terms (“HoT”) with Tokenomi, a blockchain and Web3 advisory services firm (“Tokenomi”) established in 2017, and with its owner and managing director, Alexis Nicosia, to acquire the advisory service business and certain intellectual property assets of Tokenomi. On 19 May 2023 the Company reported that the acquisition of the Tokenomi business had completed and that Tokenomi’s owner and managing director, Alexis Nicosia, had joined Coinsilium’s Advisory Team. Consideration for the acquisition of the Tokenomi business was GBP116,500, of which GBP19,000 was paid in cash and GBP97,500 was paid through the issue of 3.25m Shares in the Company in the year at a price of 3.0 pence per share, subject to a 6-month lock-in agreement, with a follow on further 6-month orderly market arrangement. Projected revenue estimates were provided at the time of the announcement with a further update provided at the time of the completion announcement dated 19 May 2023, covering the subsequent 12 to 24 month period, contingent on those advisory clients successfully completing their TGEs (Token Generating Events) within this period. Revenues generated from advisory services are in most cases contingent on the success of the client’s TGE. In the context of the pace of recovery from the market lows as of the end of 2022, and prevailing market sentiment, several advisory clients have since elected to push back their TGE’s until more optimal conditions prevail. It is therefore likely that we will see many of these projects relaunching their TGE processes from towards the end of this year or over the course of 2025 subject to conducive market conditions. On 21 April 2023, Coinsilium announced that it had raised GBP258,150 gross of expenses via a company share subscription and broker placing through Peterhouse Capital and SI Capital, of 17,209,999 new ordinary shares of no-par value at a price of 1.5 pence per share from existing and new shareholders and directors of the Company. Following the issue of the 17,209,999 Ordinary Shares, the Company has 191,958,234 Ordinary Shares in issue, which also represents the total number of voting rights in the Company. Each Placing Share had an attaching warrant to subscribe for a further new ordinary share at an exercise price of 3p ("Warrants"), valid for two years from the date of admission of the Placing Shares, being 27 April 2023.
The Directors' participation in the Subscription was as follows: On 15 June 2023, the Company announced that Greengage had successfully raised £1m, the first tranche of a proposed £5m fundraise, at a £30m valuation and that Coinsilium participated in Greengage’s latest funding round with an investment of GBP25,000. At the same time, we also reported the conversion of the principal and interest of the GBP200,000 convertible loan notes made to Greengage in September 2021 by Coinsilium, via its wholly owned Gibraltar registered subsidiary Seedcoin Limited. Coinsilium’s total shareholdings in Greengage increased to 27,133 and based on the fundraising values the Company’s stake at £652,537. On 4 September 2023 – Coinsilium announced a Master Collaboration Agreement with global lifestyle fashion brand company Blvck Limited ("Blvck Paris") to establish a framework for engagement on future projects including Web3 projects. The agreement provides a structured framework for both parties to work together and move forward on a range of strategic Web3 initiatives currently under review. On 14 September 2023 Coinsilium announced that Seedcoin, its 100% owned Gibraltar subsidiary, had signed a Convertible Loan Agreement and Option Agreement with Silta as a cornerstone investor in their funding round. The Convertible Loan Agreement provides a loan principal amount of USD50,000 at a pre-money valuation of USD5m. The loan is granted for a period of six months, converting at maturity into 22,306 new common shares of Silta at a price of USD 2.2416 per share. As at the time of this report we note that there has been a delay in the issuance of the new shares and it is expected that the new shares to be issued to Coinsilium within the coming weeks. The Option Agreement for up to USD500,000 provides the rights to subscribe to up to 163,575 new shares in Silta at a pre-money valuation of USD7.5m valid for 12 months. Subject to Loan conversion and Options exercised in full, Seedcoin will hold a total of 185,881 shares or 6.7% of the total share capital of Silta. Post period on 12 February 2024 the company announced that Silta has notified Coinsilium that it has recently received an investment from a top 10 global infrastructure development bank as part of a strategic partnership agreement to build a climate financing marketplace, powered by AI, for bankability and sustainability assessments. This strategic partnership aims to help support governments, infrastructure developers, and financial institutions to reach their goals of deploying US$800B towards Climate Financing by 2030. On 2 October 2023 we announced the launch of the new Coinsilium website marking the culmination of the Company’s work towards repositioning itself and its commitment to capitalising on emerging opportunities in Web3 technology, Artificial Intelligence (AI), particularly at the intersection of AI and Blockchain, whilst providing investors with a valuable resource for gaining a better understanding of Coinsilium’s Web3 investments and advisory services work. Coinsilium also announced that it has embarked on a number of global awareness and promotional initiatives, including the Company’s engagement as main sponsor for the “When Shift Happens” podcast run by renowned Web3 entrepreneur and podcast host Kevin Follonier. “When Shift Happens” has a large global following and features regular interviews with famous names and rising stars in the Web3/Crypto space. On 1st December 2023 portfolio company Indorse announced the unveiling of the ‘Byzant’ Web3 ecosystem. Byzant is the product of an active collaboration between a syndicate of major digital advertising and blockchain industry partners, including Coinsilium and portfolio company Indorse, working together to deploy a decentralised Social Network for creative professionals and a suite of Web3 applications and tools, developed by Indorse. These applications and tools will provide solutions that address many of the functionality and User Experience (UX) challenges currently hindering mass Web3 adoption and are needed to achieve parity with Web2 functionalities. Indorse is the principal technology partner for Byzant with Coinsilium providing strategic advisory services. Coinsilium’s participation and economic interests in Byzant will be represented through a material stake in new project tokens at the founding member level. Post period, on 15 March 2024, the Company announced that A-ADS had joined the Byzant Collaboration as the latest new syndicate member. A-ADS is one of the largest and longest established Crypto/Bitcoin advertising networks, currently serving 191 million impressions per day, and is working with Byzant to develop Adbazaar, a smart contract-powered advertising solution within the Byzant suite of applications specifically built for Web3. On 28 November 2023, Coinsilium announced that it had signed Heads of Terms (“HoT”) with investment portfolio company, Singapore-registered Indorse Pte. Ltd, a blockchain development company, to acquire a further 2,773 shares representing an additional stake of 14.76% in the post-transaction share capital of Indorse. Coinsilium currently holds 1,433 shares or 10.156% of the current share capital of Indorse. Post period on 29 January 2024 the Company announced that Coinsilium and Indorse had agreed to not proceed with the negotiations at this time, given the complexity of the proposed share acquisition transaction and the time required to complete the necessary due diligence work and that both Coinsilium and Indorse will focus on their collaboration towards the successful development and launch of the Byzant Ecosystem and its applications, as referred to in the Company’s announcement on 1 December 2023. The Company ended the period with the value of tradable crypto tokens of £466,341 and rights to future crypto tokens of £451,678 . Cash and cash equivalents amounted to £283,757. Director Share Purchases
During the period, Chief Executive Eddy Travia purchased a total of 1.5m Coinsilium shares on the market:
Director No. Shares Price
24 August 2023 Eddy Travia 1,500,000 1.25p New Advisory and Investment Agreements Post Year End On 20 February 2024 Coinsilium announced it had signed an agreement with global trade exchange platform LC Lite (“LC Lite”) for the provision of strategic advisory services in respect of the forthcoming token launch for its decentralised trade finance platform, now rebranded as Nexade Finance. LC Lite has been recently acquired by Incomlend, a regulated global invoice finance marketplace for SMEs with licences to operate in Singapore and in Hong Kong. Incomlend was founded in 2016 to address the US$2.5 trillion global trade finance gap and was named one of the Top 15 Fastest Growing Companies in Singapore in 2022. LC Lite aims to bring Web3 decentralised technology to Incomlend, with improved marketplace liquidity, multi-currency solutions for cross-border export financing and a broad usage of stablecoins. LC Lite will also be well positioned to capitalise on emerging business opportunities from within the fast-growing digital asset market. Partnerships IOV Labs Asia JV On 28 February 2023 the Company provided an update on the status of IOV Labs Asia Pte. Ltd. (“IOV Labs Asia”), the Company’s Singapore-based 50/50 joint venture company (“JVC”) with IOV Labs Ltd (“IOV Labs”) The Company advised that it had submitted its formal proposal for resolution of the JVA to IOV Labs on 1 December 2022. On 18 August 2023 the Company provided a further update stating that both parties agreed to proceed to a mediation process under the auspices of the Singapore Mediation Centre (‘SMC’), Singapore’s leading provider of alternative dispute resolution services. The mediation was conducted on Thursday 17 August 2023. However, despite Coinsilium’s best efforts, unfortunately no mutually acceptable resolution was reached. In view of the fact that the mediation process has now run its course, both IOV Labs and Coinsilium have agreed in principle to wind up the JVC. As at the time of this report, both parties are currently working on expediting the winding up process for the JVC which is now entering its final stages. Post Year End Funding Update On 8 March 2024 the Group announced the placing of 18.9m new ordinary shares at 2.5 pence per share to raise £472,500 in gross proceeds for application against strategic investing activities and general working capital requirements. At the same time, the Group announced the allotment of 3.356m new ordinary shares on the same terms in settlement of various services received by the Group. The Group further announced the granting of 22.256m of warrants to subscribe for ordinary shares at 3.75 pence per share, being one warrant attached to each subscription and service share allotted, exercisable for a period of 3 years from grant. The Directors' participation in the Subscription was as follows: The Financing underpins the Company’s working capital position and importantly, enables an acceleration of certain operational and investing activities at a time when AI and Web3 are rapidly advancing and Coinsilium wishes to remain at the forefront of various Web3 technology initiatives. Financial Review Total comprehensive income, including fair value gains and losses on financial assets and digital assets, reported a loss for the period of £660,684 compared to a loss of £2,056,974 in the previous year. This result is largely driven by an increase in the fair value of digital asset tokens of £284,069 (compared with a decrease in the prior year of £1,289,582). As at 31 December 2023, cash and cash equivalents amounted to £283,757 (2022: £667,816). Outlook The Company ended the period with the value of tradable crypto tokens of £466,341 and rights to future crypto tokens of £451,678 . Cash and cash equivalents amounted to £283,757. Following the year end, the Company undertook a strategic financing with director participation raising approx. £470,000 in new cash funding in addition to seeing a substantial increase in the value of its crypto currency tokens (predominantly BTC and ETH), further bolstering the Company’s strategic funding reserves. As an investment and advisory business focused on Web3 and blockchain technologies, Coinsilium’s growth trajectory has historically been linked to the cycles in the crypto markets. In this sense, 2024 is already poised to be a pivotal year for the Company, with significant momentum across many macroeconomic fronts, heralding the arrival of a new bull market cycle for the crypto markets. The successful launch of Bitcoin ETFs in the US at the beginning of the year has been a game-changer, boosting investor confidence and driving substantial capital inflows into the sector. Additionally, the anticipated imminent launch of the Ethereum ETF further bolsters market optimism. These developments are underpinned by impressive statistics, with Bitcoin ETF trading volumes exceeding expectations and signalling strong institutional interest as over half of all US Hedge Funds now own BTC ETFs in some form. Bitcoin ETFs have now reached a significant milestone, with over 1 million BTC now held in custody by these investment vehicles. According to data shared by Michael Saylor, the executive chairman of MicroStrategy, on X (formerly Twitter), more than 30 Bitcoin ETFs collectively own 1,002,343 BTC as of May 24, 2024. One of the most pivotal events this year was the Bitcoin Halving in Spring 2024. This event, which reduces the supply of new Bitcoin entering the market, establishes a new scarcity model. Historically, the Bitcoin Halving has catalysed bull phases in the digital assets value cycle, setting the stage for substantial long term price increases and market expansion. However in the short/medium term we can expect the crypto markets to remain volatile. One of the reasons for this being the immediate impact the halving has had on miners who will be experiencing a significant reduction in their mined block rewards, effectively halving their potential revenues. This has led many miners to reassess the profitability of their operations, with a substantial number forced to shut down due to decreased financial viability. To navigate this period, many of the miners will be increasingly selling Bitcoin to cover operational costs and sustain their activities. This pattern is consistent with previous halving cycles, which have similarly led to short-term market adjustments as part of a natural market cleansing process. Despite the immediate challenges, this phase is not viewed as a long-term detriment to the Bitcoin network but rather a cyclical adjustment that helps maintain market balance and scarcity. For companies like Coinsilium operating in the Web3 space, the medium to long term market set up is exceptionally positive. Web3 represents the next generation of internet technologies, incorporating decentralised platforms and blockchain. The increased investor confidence and capital inflows we are now starting to see as a direct result of these macroeconomic developments, provides the resources needed in the sector for innovation and growth. Significantly, Coinsilium has built its investment and advisory operations in a manner such that it is now uniquely well-positioned to leverage these opportunities, driving forward our strategic initiatives in Web3 and AI, and setting the foundation for short and medium term value generation and critically, long-term growth. Advisory Services Coinsilium’s advisory services capability was first launched in 2017 at the start of the first wave of Initial Coins Offerings (“ICOs”). During the prevailing period the Company acted as advisor to over 10 ICOs including major projects at the time such as ICON, Fantom and HDAC. The projects we worked with at the time raised an aggregate of over US$500m with Coinsilium recording £1.68m in revenues for the year to 31 December 2018. Given the cyclical nature of the industry, there is a clear window of opportunity now approaching for Coinsilium to align its efforts with the prevailing cycle and for our Advisory Services Division to once again outperform. In this respect, our confidence is borne out by the resurgence of interest we are now seeing from projects that are once again looking to advisors such as Coinsilium with a proven track record of delivering results for its clients, through successful advisory work, and supporting them through their Token Generation Event (“TGE”) journey. With the Tokenomi Web3 advisory business now fully integrated within Coinsilium’s Advisory Services Division, and with improving market conditions, the advisory team is now poised to expand the scope of its global advisory services offering. Going forward, our enhanced offering will go beyond our original strategic advisory model to include a much in-demand technical services capability and potential funding solutions offering as well. Given the growing demand for such services, we anticipate this “one-stop shop” approach to be well received in the market and highly value accretive for the Company. In this respect we are now actively evaluating opportunities in Southeast Asia, focusing on a new potential technological and commercial collaboration and partnership. Negotiations have now reached an advanced stage, and we look forward to updating the market on significant developments in due course. Byzant Collaboration Development work for the various elements of the Byzant Web3 Ecosystem is progressing well and we are most encouraged to see that the most advanced applications, namely the Bastion account abstraction wallet and Adbazaar the smart-contract powered advertising network, are already attracting significant interest from industry parties and discussions with several potential integration partners are ongoing. One cannot overstate the role that advertising plays as a revenue driver in developing the Web2 social media industry. Advertising revenues have fuelled the whole industry since its early days - as an example, in 2023 Facebook ad revenue reached $131.948 billion - and whilst we see Web3 as the foundation to move social networks beyond the exclusive reliance on advertising driven revenue models, we also believe that ad revenues can become a significant engine for growth in the Web3 space. 2024 has so far seen no let-up in our business developments, with an array of significant announcements and milestones on the horizon from our growing roster of investments and advisory clients. The board remains resolute in its commitment to unlocking and delivering the inherent and expanding value of our enterprise and investments. With the growing interest from clients and improving market conditions, we look to the rest of the year with renewed confidence and optimism. Finally, the Board would like to thank our valued shareholders, partners and team members for their continued support, and we look forward to continuing to provide the market with regular and what we believe will be exciting progress updates for the remainder of the period and beyond.
Eddy Travia Chief Executive Officer 27 June 2024
Extract from Auditor’s report:
“Conclusions relating to going concern 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 group’s or the parent 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.”
The Directors of Coinsilium Group Limited take responsibility for this announcement.
COINSILIUM GROUP LIMITED DIRECTORS’ REPORT
Investee Companies Update Indorse 20 March 2023 - New Multiverse NFT standard submitted by members of the Indorse tech team becomes the ERC-5606 NFT standard with the potential to benefit the entire Web3 Ecosystem. Due to shifting market dynamics Indorse has elected to no longer focus exclusively on Metaverse technology and Metalinq but rather to apply their efforts on the broader scope of their role as developers within the Byzant Web3 Collaboration. On 29 August 2023 Consilium provided details regarding the unveiling of new Web3 software product ‘Bastion’, an open source, modular wallet and Software Development Kit (“SDK”) from portfolio company Indorse Pte. Ltd. (“Indorse”). Wallets are the first points of interaction between users and Web3 applications and recent developments such as Ethereum’s ‘account abstraction’ allow newcomers to use decentralised applications in a much easier way. Through the Bastion wallet, users will be able to log in via their Web2 social media accounts and start using their wallet before uploading digital assets without having to worry about the transaction fees (or ‘gas’). Account abstraction also allows simple wallet recovery, a reassuring feature for all newcomers to Web3. These functionalities remove most of the friction inherent in current Web3 applications and make the wallet experience much more user friendly. Post Period, on 15 March 2024 Coinsilium announced the inclusion of A-ADS as the latest member of the Byzant Collaboration. A-ADS is one of the largest and longest established Crypto/Bitcoin advertising networks, currently serving 191 million impressions per day, and is working with Byzant to develop Adbazaar, a smart contract-powered advertising solution within the Byzant suite of applications specifically built for Web3. Advertising is the backbone of Web2 social media monetisation and an underdeveloped source of revenues in the Web3 social media space, and Coinsilium is therefore confident that Web3 advertising can represent a significant opportunity for early entrants in the Web3 space such as Adbazaar, especially with its backing from crypto ad network veterans such as A-ADS. Web3 advertising further enables the integration of new tools, such as on-chain analytics and programmatic advertising solutions, which can offer granular targeting for advertisers based on the assets held in the ad viewers’ digital wallet. Adbazaar is integrating Singapore-based Linkko technology to leverage its on-chain analytics feature, expanding its capability beyond the basic, ‘one-size-fits-all' banner ad-serving model currently used within Web2 applications.
Carrying Value in GBP as at 31 December 2023: £852,492 (2022: £991,899)
SSV Network (formerly Blox Staking) On 20 January 2023, SSV Network announced a USD50m ecosystem fund to support Ethereum proof-of-stake decentralisation and ETH staking technologies. On 5 April 2023, SSV Network announced the release of JATO (Jat Assisted Take Off) as the last testnet version before Mainnet release. On 12 April 2023, Alon Muroch, CEO of Coindash, tweeted in reference to the significance of the Ethereum ‘Shappella’ upgrade: “Today’s Shappella fork marks a huge milestone for ethereum and @ssv_network. It marks a full circle from beacon chain genesis in Dec 2020 to withdrawals activation today. For SSV, a necessary milestone for mainnet rollout. Huge things are about to happen after 2 years of work.” Throughout 2023, Alon Muroch (CEO of Coindash) has announced several technical enhancements of SSV Network and numerous partnerships with major Ethereum staking platforms.
As of 26 April 2024, there are 600,000 ETH staked on SSV Network (about $1.88Bn worth at the same date) and a network of 391 operators and 1,833 validators.
Post Period Updates As of 26 April 2024, there are 600,000 ETH staked on SSV Network (about $1.88Bn worth at the same date) and a network of 391 operators and 1,833 validators.
Carrying Value in GBP as at 31 December 2023: £176,744 (2022: £185,981)
Elevate Health Elevate Health has evolved into a 'DeSci' (Decentralised Science) project, specifically a platform designed to decentralise and reward its members for the collection and access to data, research, and treatment in preventative healthcare. Currently, Elevate Health is in discussions with an undisclosed decentralised launchpad that has historically raised approximately $1 billion for various projects over the past three years, concerning the launch of the Elevate Health token. Notably, DeSci project tokens have recently outperformed other tokens in post-launchpad trading. Carrying Value in GBP as of 31 December 2023: £78,553 (2022: £82,658)
Arcadian Youth Pte Ltd (formerly “StartupToken”) Over the course of 2023, StartupToken CEO and founder, Yacine Terai, has been assessing new directions for the company. Post-period, StartupToken has pivoted towards developing a Web3 Real World Asset ("RWA") tokenization model, focusing on Bali real estate. The company also changed its name in the year to Arcadian Youth Ptd Ltd. The project will begin with a real estate data-focused application, proven successful in mature markets such as France. Bali's real estate sector is highly active with a large volume of transactions, generating extensive data and attracting real estate agents as well as personal and professional investors. The blockchain-based application is in its early stages of development, with a Web3 technical team based in Indonesia. Further updates will be provided on the application's technical progress and commercial rollout.
Carrying Value at 31 Dec 2023: £360,905 (2022: £360,905)
Greengage Global Holding Ltd
On 15 June 2023 Greengage announced that it had raised over £1m at a £30m valuation intended to be the first tranche in a £5m fundraising program. At the same time, Greengage triggered the conversion of noteholders’ convertible loan notes into ordinary A shares. With the conversion of the principal and interest of its GBP200,000 Loan Notes, Coinsilium receives a total of 11,094 Greengage A Shares: 10,395 A Shares from the conversion of the principal and 699 A Shares from the conversion of the interest accrued over the period (GBP16,821.92) at 5% per annum. In accordance with the terms of the loan notes instrument of 30 June 2021, the conversion price for the principal amount was £19.24 per share, calculated on the basis of a 20% discount on the full price of £24.05 per share which was the price applied to the conversion of accrued interest. Based on the 11,094 A Shares resulting from this conversion, Coinsilium received 7,510 Warrants to subscribe to Greengage shares at an exercise price of GBP28.87 per share, at a valuation of GBP36m and valid for two years. Furthermore, we decided to show continuing support to the project by participating in the equity subscription round, purchasing 1,039 A shares for £25,000 and receiving 860 warrants to subscribe for new A shares at an exercise price of £28.87, exercisable for 2 years. Post Period Updates
In February 2024 Greengage notified Coinsilium that it had signed an agreement with a new regulated partner to bring forward the launch of its USD currency accounts (as well as several other currencies including CHF, SEK and CAD) along with FX and SWIFT payments for its clients. There still remain very few "crypto friendly" payment providers offering USD accounts. Greengage management expect that this new agreement will both help to attract new clients for their services as well as strengthen their existing client relationships. Greengage also advised that they continue to maintain a healthy pipeline for new account opening submissions and that they are currently exploring collaborations to progress a new line of SME digital debt offering with potential partners (digitally wrapping debt offerings cut down on costs considerably). The first pilot for SME commercial paper is currently underway.
Carrying Value in GBP as at 31 December 2023: £652,537 (2022: £501,530)
Silta Finance
Investment Terms announced 14 September 2023 whereby Coinsilium reported that it entered into a Convertible Loan Agreement for US$50,000 at a pre-money valuation of US$5 million. The loan was granted for a period of six months, converting at maturity into 22,306 new common shares at USD 2.2416 per share. As at the time of this report we note that there has been a delay in the issuance of the new shares and it is expected that the new shares will be issued to Coinsilium within the coming weeks.
Coinsilium also signed an Option Agreement for up to US$500,000 for the right to subscribe to up to 163,575 new shares in Silta at a pre-money valuation of US$7.5 million valid for 12 months from 14 September 2023. Subject to loan conversion and Options exercised in full, Coinsilium will hold a total of 6.7% of the common shares in Silta.
Post period on 12 February 2024 Silta notified Coinsilium that it has recently received an investment from a top 10 global infrastructure development bank as part of a strategic partnership agreement to build a climate financing marketplace, powered by AI, for bankability and sustainability assessments. This strategic partnership aims to help support governments, infrastructure developers, and financial institutions to reach their goals of deploying US$800B towards Climate Financing by 2030.
The Silta AI toolkit and marketplace aim to help sustainable infrastructure projects accelerate through due diligence and financial close, thereby reaching their financing goals in timescales that would otherwise be impossible to achieve via established methods and procedures.
Silta’s strategic partnership with the Bank aims to create the benchmark for climate financing due diligence, thereby unlocking an US$800B opportunity within Asian markets, opening the door to a US$1.3T global market for projects driving the transition from fossil fuels to renewables.
Silta Finance objectives are to provide the following:
Investment carrying value at 31 Dec 2023: £41,551 (2022: nil)
FOR THE YEAR ENDED 31 DECEMBER 2023
The accounting policies and notes on pages 28 to 53 form part of these Financial Statements.
COINSILIUM GROUP LIMITED STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
The Financial Statements were approved and authorised for issue by the Board of Directors on 27 June 2024 and were signed on its behalf by:
Eddy Travia Chief Executive Officer
The accounting policies and notes on pages 28 to 53 form part of these Financial Statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
The accounting policies and notes on pages 28 to 53 form part of these Financial Statements.
COINSILIUM GROUP LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2023
The accounting policies and notes on pages 28 to 53 form part of these Financial Statements.
COINSILIUM GROUP LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2023
Within proceeds from the issue of ordinary shares in an amount of £50,650 that was received in the form of cryptocurrency tokens.
The accounting policies and notes on pages 28 to 53 form part of these Financial Statements.
FOR THE YEAR ENDED 31 DECEMBER 2023
ACCOUNTING POLICIES
1 General Information
Coinsilium Group Limited (“the Group” or “the Company”) is a limited liability company domiciled in the British Virgin Islands and is quoted on the Aquis Growth Market. The Company was incorporated on 25 September 2014. Coinsilium is a focused Web3 Investor, Advisor and Venture Builder operationally based in Gibraltar. As an innovator with proven technological and commercial expertise and development capabilities in the Web3 arena, Coinsilium provides revenue-generating strategic advisory services and teams up with leading tech experts to build Web3 ventures. Through its subsidiary Nifty Labs, a Web3 and NFT technology development centre in Gibraltar in partnership with blockchain tech experts Indorse, the Group enables major Web2 players to successfully transition into the Web3 space. 2 Summary of significant accounting policies The principal accounting policies applied in the preparation of these consolidated Financial Statements are set out below. These policies have been consistently applied unless otherwise stated. 2.1 Basis of preparation of Financial Statements
The Group and Company Financial Statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”). The Financial Statements have been prepared on the historical cost basis, except for the measurement to fair value of certain financial assets and financial instruments as described in the accounting policies below. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated Financial Statements are disclosed in Note 4. On 25 September 2014, Coinsilium Group Limited was incorporated to act as the holding company for the Group. On incorporation, 1 share was issued at £Nil par value.
2.2 New IFRS standards and interpretations
New Standards and revisions to existing standards issued that are effective at 1 January 2023 Certain new accounting standards and interpretations have been published that are effective at 1 January 2023:
These amendments had no impact on the financial statements of the Company. The Company intends to use the practical expedients in future periods if they become applicable.
New Standards and revisions to existing standards issued that are not yet effective Certain new accounting standards and interpretations have been published that are not yet effective
The Company is currently assessing the impact of the amendments to determine the impact they will have on the Company’s accounting policy disclosures.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 ACCOUNTING POLICIES (continued)
2.3 Basis of Consolidation
The Group Financial Statements consolidate the financial statements of Coinsilium Group Limited and the financial statements of all of its subsidiary undertakings made up to 31 December 2023. Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the subsidiary and has the ability to affect those returns through its control over the entity. Where an entity does not have returns, the Group’s power over the investee is assessed as to whether control is held. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Associates are entities over which the Group exercises significant influence but does not exercise control. Examples of Associates are Joint Venture undertakings in which the Group has less than 50% of the shares in issue but exercises significant influence by virtue of holding in excess of a 20% interest in the company or by other means, such as holding the right to appoint directors to the board of the Company. Where the Group holds an interest in an associate, this interest is accounted for under equity accounting, whereby the initial investment is recognised at cost, with the Group’s post acquisition share of the profit or loss of the associate being recognised going forward in the Statement of Comprehensive Income. Inter-company transactions, balances, and income and expenses on transactions between Group companies are eliminated. Profits and losses resulting from intercompany transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Investments in subsidiaries are stated at cost less provision for impairment. 2.4 Going Concern
As described in the Results and Dividends section of this Directors’ Report, the Group has reported an operating loss for the year.
In considering the Group’s ability to continue in operation for the foreseeable future, the Directors have considered the forecast operating cash-flows up to the end of 30 June 2025, along with the expectations of additional cash investments into digital token projects which remain entirely in the Company’s control.
As at the reporting date, the Company had £284k in cash reserves and £466k in readily convertible digital asset tokens. Furthermore, the Company successfully raised £556k (before expenses) following the reporting period through a private placement of new ordinary shares.
As the Directors have continued to maintain a high level of control over operating expenditures throughout the period, which it feels remains appropriate given the current size of the business, operating cashflows to 30 June 2025, along with expectations of additional digital asset token investments, are projected to be substantially met from existing cash resources (including post period end cash raised via the private placement) without the need for significant reliance on realisation of readily convertible digital asset tokens in the Company portfolio, which remains available for any additional investment deemed advantageous over this period, or any further additional funding activity.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 ACCOUNTING POLICIES (continued) As a consequence, the Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements. 2.5 Business Combinations
The acquisition of subsidiaries in a business combination is accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquired, plus any costs directly attributable to the business combination. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date.
2.6 Foreign Currencies
The functional currency of the Group and Company is UK Pound Sterling (£) and all values are rounded to the nearest Pound. This is on the basis that the Group is based in the United Kingdom, its overheads are generally incurred in sterling, its funds are generally held mainly in sterling bank accounts, and its investors have invested in sterling-based instruments. The Group financial statements are presented in UK Pound Sterling, which is the Group’s presentational currency.
Transactions in foreign currencies are translated at the exchange rate ruling at the date of each transaction. Foreign currency monetary assets and liabilities are retranslated using the exchange rates at the reporting date. Gains and losses arising from changes in exchange rates after the date of the transaction are recognised in profit or loss. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated at the exchange rate at the date of the original transaction.
2.7 Intangible Assets
Brand and trademark intangible assets have been recorded at cost, being their estimated fair value at the time of acquisition. They are amortised over their estimated useful economic lives.
Business acquisitions, such as the acquisition of a book of advisory clients from a third party, that do not qualify as a business combination under IFRS 3 give rise to the recognition of a goodwill intangible asset. The asset is recognised at cost and subject to annual impairment reviews, with any impairment recognised in profit and loss for the period. Once the asset gives rise to identifiable revenues, the cost (less impairment to date) of the asset is amortised over the period of the anticipated revenue streams, pro rata with the realisation of revenue as a proportion of total anticipated revenue to arise from the asset. 2.8 Property, Plant and Equipment
Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates: Office equipment - 33.33% straight line over the life of the asset
Assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
ACCOUNTING POLICIES (continued)
2.9 Financial Assets
From 1 January 2018 the Group and Company classifies its financial assets in the following measurement categories:
The classification depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial assets are classified as at amortised cost only if both of the following criteria are met:
Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. The Group’s and Company’s financial assets at amortised cost include trade and other receivables and cash and cash equivalents. A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised when:
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original EIR. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset’s lifetime ECL at each reporting date.
The Group and Company classifies the following financial assets at fair value through profit or loss:
The Group and Company measures all equity investments at fair value through profit or loss.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
ACCOUNTING POLICIES (continued)
2.9 Financial Assets (continued)
Unquoted investments are valued by the Directors using primary valuation techniques such as recent transactions, last price or net asset value.
Where the fair value of an equity investment cannot be estimated reliably, such as investments in unquoted companies, fair value is based on cost less any impairment charges. In this case impairment charges are recognised in profit or loss. The Group assesses at each period end date whether there is any objective evidence that a financial asset or group of financial assets classified as available-for-sale has been impaired.
Loans and Receivables
Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, these are measured at amortised cost using the effective interest method, less provision for impairment. Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and other receivables fall into this category of financial instruments. In relation to the Company, loans to and from subsidiaries are also recognised within this category of financial instruments.
Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default on payment.
Other financial assets are also classified within the loans and receivables category.
Impairment of Financial Assets
The Group and Company assesses at the end of each reporting period whether there is objective evidence that a financial asset is impaired. For equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is evidence that the assets are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in profit or loss. Impairment losses recognised in profit or loss on equity instruments are not reversed through profit or loss.
For loans and receivables, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s effective interest rate.
Impairment testing of available-for sale financial assets is described in Note 4.
2.10 Other Current Assets
Crypto Tokens
Other current assets – Crypto Tokens are digital assets, including tokens and cryptocurrency, which do not qualify for recognition as cash and cash equivalents or financial assets, and have an active market which provides pricing information on an ongoing basis. Other current assets are initially measured at fair value. Subsequently, digital assets are measured at fair value. Gains and losses on measurement are recognised directly in profit or loss. Where a digital asset is disposed of, the cumulative gain or loss previously recognised in other comprehensive income is reclassified to profit or loss. Digital assets are included in current assets as management intends to dispose of them within 12 months of the end of the reporting period.
Rights to Future Tokens
Projects and entities looking to launch a blockchain network or product make use of agreements such as a ‘Simple Agreement for Future Tokens’ (‘SAFT’) to attract early-stage investors and lock in funding from interested parties. A SAFT is an early-stage investment, where the investor provides upfront funding to a project in exchange for an entitlement to receive a variable number of digital assets or tokens in the future upon a successful launch of the respective project. The number of digital assets or tokens is usually detailed in the agreement but can vary, COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
ACCOUNTING POLICIES (continued)
impacting the determination of the accounting treatment. Factors to consider include (but are not limited to) the characteristics and features that the digital asset or tokens will have, and the rights to which the future holders will be entitled.
The Rights to Future Tokens in the Group consist of such agreements for future tokens and are accounted for at cost less impairment. When such rights crystalise and result in the receipt of the tokens in question, these assets will be recognsied as Crypto Tokens and measured at fair value.
2.11 Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand and current and deposit balances at banks with maturities of three months or less from inception.
2.12 Current and Deferred Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. The liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the group or parent company financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be recognised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax is calculated at the tax rates and laws that are expected to apply in the period when the liability is settled, or the asset is recognised based on tax laws and rates that have been enacted at the reporting date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.
2.13 Financial liabilities
Financial liabilities are recognised when the Group and Company becomes party to the contractual provisions of the instrument and are initially measured at fair value. They are de-recognised when extinguished, discharged, cancelled or expired.
The Group’s and Company’s financial liabilities comprise trade and other payables.
Trade and other payables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest rate method, less settlement payments.
2.14 Equity
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.
The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
The share capital account represents the amount subscribed for shares at nominal value. Since the Company’s shares have a £Nil par value, no amounts are credited to share capital and all amounts received on the initial issuing of shares are credited to the share premium. COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
ACCOUNTING POLICIES (continued)
Treasury shares represent the cost of the Company’s investment in its own shares.
Other reserves represent the accumulated fair value adjustments on other current assets that are not permanently impaired.
Share option reserve represents the fair values of share options and warrants granted.
Retained earnings/(deficit) include all results as disclosed in the statement of comprehensive income.
2.15 Share Based Payments
The Group makes payments to third parties through share-based schemes, under which the entity receives services from third party suppliers as consideration for equity instruments (shares, options and warrants) of the Group. The Group may also issue warrants to share subscribers as part of a share placing. The fair value of the equity-settled share based payments is recognised as an expense in the income statement or charged to equity depending on the nature of the service provided or instrument issued. The total amount to be expensed or charged in the case of options is determined by reference to the fair value of options granted:
In the case of shares and warrants, the amount charged to the share premium account is determined by reference to the fair value of the services received.
2.16 Revenue
Revenue comprises the fair value of the consideration received or receivable for consultancy and advisory services provided, excluding VAT and relevant sales taxes.
Revenue is recognised for services when the Group has satisfied its contractual performance obligation in respect of the services. The amount recognised for the services performed is the consideration that the Group is entitled to for performing the services provided. Consultancy and advisory services are recognised over time whereas success fees on completion of a Token Generation Event are recognised at a point in time.
The majority of contracts for services and success fees are for a fixed number of tokens and cryptocurrency, which equates to the fair value of services provided. Revenue is recorded at the token or cryptocurrency rate as quoted on the date the performance obligation is fulfilled.
2.17 Leases
Payments associated with short-term leases and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
3. Financial Risk Management
3.1 Financial Risk Factors
The Group’s activities expose it to a variety of financial risks being market risk (including interest rate risk, and currency risk), credit risk, and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.
Market Risk
At 31 December 2023, management maintained the majority of the Group’s cash assets in sterling bank accounts to minimise foreign currency risk. The Company will continue to hold any significant cash assets in sterling.
In respect of investments, management believes that the foreign currency risk is a far lower risk than the market risk and do not currently actively look to manage foreign currency risk arising from investments.
The Directors will continue to assess the effect of movements in exchange rates on the Group’s financial operations and initiate suitable risk management measures where necessary.
Interest rate risk is the risk that the value of a financial instrument or cash flows associated with the instrument will fluctuate due to changes in market interest rates. As the Group has no borrowings, it is not exposed to interest rate risk on financial liabilities. The Group’s interest rate risk arises from its cash held on short-term deposit, and from the provision of convertible loans, which are not significant.
The Group is exposed to equity securities price risk because of investments held and classified in the Statement of Financial Position as financial assets through profit or loss. To manage its price risk arising from investments in equity securities, the Group could diversify its portfolio. However, given the size of the Group’s operations, the costs of managing exposure to securities price risk exceed any potential benefits. In addition, the Group is exposed to high levels of price volatility in cryptocurrency and tokens. The Group currently seeks to manage price volatility risk by actively monitoring its portfolio of digital assets. The Directors will revisit the appropriateness of these policies should the Group’s operations change in size or nature. The Group has no exposure to commodity price risk.
Credit Risk
Credit risk is the risk of loss associated with counterparty’s inability to fulfil its payment obligations. The Group’s credit risk is attributable to cash and cash equivalents and trade and other receivables. The credit risk on cash is limited because the Group invests its cash in deposits with well-capitalised financial institutions with strong credit ratings. The Group’s exposure to credit risk is reduced as it deals with less new clients and more established clients.
Liquidity Risk
The Group’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at 31 December 2023 the Group had unrestricted cash of £283,757 to settle trade and other payables of £102,189. Most of these accounts payable have contractual maturities of less than 30 days and are subject to normal trade terms.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
3.2 Fair Value Estimation
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: · In the principal market for the asset or liability; or · In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
· Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities · Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable · Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above.
The following table presents the Group’s assets and liabilities that are measured at fair value at 31 December 2023 and 2022:
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
3.2 Fair Value Estimation (continued)
Movements in financial assets at fair value through profit or loss are disclosed in Note 9 to the Financial Statements.
All financial assets are in unlisted securities, and many are in companies which are pre-revenues.
Movements in other current assets for the year ended 31 December 2023 are disclosed in Note 14 to the Financial Statements. A level 2 hierarchy has been attributed to tokens as the traded exchanges are directly derived from the active market for Ether and Bitcoin exchanges.
There were no transfers between levels during the year.
The Group recognises the fair value of financial assets at fair value through profit or loss at the cost of investment unless:
3.3 Capital Risk Management
The Group's objectives when managing capital are to safeguard the entity's ability to continue as a going concern, so that it can continue to develop and support its interests in cryptocurrency and blockchain technology products and services and provide returns for shareholders and benefits for stakeholders.
The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and equity holder returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. Management regards total equity as capital and reserves, for capital management purposes.
The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the number of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets. COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
3.2 Fair Value Estimation (continued)
The Group considers its capital to include share capital and share premium. Net cash comprises cash and cash equivalents only as there is no debt held.
4. Critical Accounting Estimates and Judgements
The preparation of the Group and Company Financial Statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, at the date of the financial information and the reported amounts of revenue and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amounts, events or actions, actual results ultimately may differ from these estimates. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant items subject to such estimates and assumptions include, but are not limited to:
On acquisition, investments are valued at cost as this is deemed to be the fair value. Subsequent to this, management uses valuation techniques and other relevant information to determine the fair value of financial instruments (where active market quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible, but this is not always available. In that case management uses the best information available. Estimated fair values may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date.
Estimating fair value for share based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant of share options and warrants. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life, volatility and dividend yield and making assumptions about them.
Critical judgements in applying the Group’s accounting policies include, but are not limited to:
(i) Assessment of Control and Significant Influence
Where the proportion of equity held in an investment is near or above 20%, the Directors consider carefully whether the Group has significant influence over the entity. The Directors consider the percentage of equity held, representation on the Board and the extent to which they are actually involved with management of the entity and their ability to change the percentage of equity held/ influence management in the future. Where management believes that the Group exerts significant influence over an investment, the investment will be considered an associate investment and equity accounted in the Financial Statements.
In the case of many of the investments acquired from Seedcoin Limited, Coinsilium Group Limited has agreed not to exercise its rights as a shareholder to influence the operation of the investees’ businesses for the first twelve months after it acquired an interest in the investment. These agreements override any potential rights to exert significant influence or control these businesses, either as shareholder or through the appointment of Directors. Accordingly, the Directors have concluded these investments should be classified as financial assets at fair value through profit or loss as the Group has agreed and is legally bound not to exert any significant influence or control over these investments.
Following the lapse of the 12-month period over which the Group is legally bound not to appoint a director to the Board, or to influence strategic or operational policy over the investee, the Group may henceforth be required to reclassify some or all of these investments as either associates or subsidiaries as may be the case considering the situation at the time.
(ii) Impairment of Financial Assets
Financial assets at fair value through profit or loss have a carrying value of £2,162,782 at 31 December 2023. COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
4 Critical Accounting Estimates and Judgements (continued)
The Group follows the guidance of IFRS 9 to determine when a financial asset is impaired. This determination requires significant judgement. In making this judgement, the Group evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost, and the financial health of, and short-term business outlook for, the investee, including factors such as industry and sector performance, changes in technology and operational, financing cash flow and proposed fundraising.
5. Segmental Reporting The Directors have determined that the Group operates three distinct business segments over multiple geographical areas and that these three segments form the basis of Group performance monitoring; Investing activities, Advisory activities and Corporate activity.
The Group generated revenue of £37,250 during the year ended 31 December 2023 (2022: £211,523). The Company generated revenue of £10,417 during the year ended 31 December 2023 (2022: £115,000).
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 5. Segmental Reporting (continued)
FOR THE YEAR ENDED 31 DECEMBER 2023
6. Expenses by Nature
7. Intangible Assets
Additions to customer contracts in the year comprises the cost of the acquisition of the unincorporated “Tokenomi” advisory business, for which the Group paid £19,000 in cash and £97,500 in new ordinary shares allotted in the year.
The Non current intangible assets comprise two trademarks purchased for TerraStream and Tokenomix.
8. Property, Plant and Equipment
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
8. Property, Plant and Equipment (continued)
9. Financial assets at fair value through profit or loss
The Group classifies equity investments for which the Group has not elected to recognise fair value gains and losses through other comprehensive income as financial assets at fair value through profit or loss (FVPL).
At 31 December 2023, the Group and Company owns unlisted shares in:
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
9. Financial assets at fair value through profit or loss (continued)
Financial assets at fair value through profit or loss are denominated in the following currencies:
10. Investments in Subsidiary Undertakings
Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
10. Investments in Subsidiary Undertakings (continued)
Details of Subsidiary Undertakings
The registered office address of Coinsilium Limited is Salisbury House, London Wall, London, England, EC2M 5PS.
The registered office address of Seedcoin Limited is Portland House, Glacis Road, Gibraltar.
The registered office address of Nifty Labs Limited is Portland House, Glacis Road, Gibraltar.
The registered office address of Coinsilium Gibraltar Limited is Portland House, Glacis Road, Gibraltar.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
11. Trade and Other Receivables
The fair value of all trade and other receivables is the same as their carrying values stated above.
The carrying amounts of the Group and Company’s trade and other receivables are denominated in the following currencies:
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security.
12. Cash and Cash Equivalents
13. Other Current Assets
FOR THE YEAR ENDED 31 DECEMBER 2023
13. Other Current Assets (continued)
Other current assets are digital assets, including crypto stamps and the rights to future tokens, which do not qualify for recognition as cash and cash equivalents or financial assets, and which have an active market which provides pricing information on an ongoing basis.
Breakdown of Other current assets:
14. Trade and Other Payables
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
15. Financial Instruments
16. Share Capital and Premium
Issued share capital
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
17. Other Reserves
18. Share Options and Warrants
Movements in the number of share options and warrants outstanding and their related weighted average exercise prices are as follows:
Share options outstanding and exercisable at the end of the year have the following expiry dates and exercise prices:
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
18. Share Options and Warrants (continued)
19. Employees
The Group had no full time employees and four Directors in the period. Details of Directors’ remuneration are disclosed in Note 21.
20. Directors’ Remuneration
All Directors are considered to be key management personnel.
The above amounts are stated net of employers’ national insurance contributions totalling £2,639.
The above amounts are stated net of employers’ national insurance contributions totalling £2,610.
No pension benefits are provided for any Director.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 21. Auditors Remuneration
During the year, the Group obtained the following services from the auditor:
22. Finance Income / Costs & Investment Income
23. Taxation
No charge to taxation arises due to the tax rate of 0% in BVI and the losses incurred in the UK.
The Company has UK tax losses of approximately £1,738,585 available to carry forward against future taxable profits. A deferred tax asset has not been recognised because of uncertainty over future taxable profits against which the losses may be utilised.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
24. Earnings per Share
Group The calculation of basic earnings per share of £(0.352) is based on the loss attributable to equity owners of the parent company of £(660,684) and on the weighted average number of ordinary shares of 187,528,411 in issue during the period.
In accordance with IAS 33, diluted earnings per share are not disclosed as the Group is loss making and the effects of options and warrants in issue is therefore antidilutive.
25. Commitments
The Group leases office premises under the short-term operating lease agreement. The future aggregate minimum lease payments under the short-term operating lease are as follows:
26. Related Party Transactions
Loan from Coinsilium Group Limited to Seedcoin Limited As at 31 December 2023 there were amounts receivable outstanding from Seedcoin Limited of £874,361 (2022: £804,649). No interest was charged on the loan.
Loan from Coinsilium Group Limited to Coinsilium Limited As at 31 December 2023 there were amounts receivable of £481,982 (2022: £453,321) from Coinsilium Group Limited, against which a provision for 100% of amounts receivable has been recognised. No interest was charged on the loan.
Loan from Coinsilium Group Limited to Nifty Labs Limited As at 31 December 2023 there were amounts receivable of £164,180 (2022: £160,186) from Nifty Labs Limited. No interest was charged on the loan.
Loan from Coinsilium Group Limited to Coinsilium Gibraltar Ltd As at 31 December 2023 there were amounts receivable of £1,325,764 (2022: £805,124) from Coinsilium Gibraltar Ltd. No interest was charged on the loan.
Transactions with Indorse During the year, management fees totalling £143,339 (2022: 97,031) were incurred from Indorse Ltd for the provision of services from Eddy Travia. These amounts have been included in the directors remuneration disclosures in note 21 to these financial statements.
All intra-group transactions are eliminated on consolidation.
27. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
28. Events after the Reporting Date
Since the end of the reporting period:
On 20 January 2024 the Gorup announced it had entered into a strategic advisory agreement with global trade exchange platform LC Lite for the provision of advisory services relating to the token economics ahead of their planned token launch, anticipated in 4Q2024.
On 8 March 2024 the Group announced the placing of 18.9m new ordinary shares at 2.5 pence per share to raise £472,500 in gross proceeds for application against strategic investing activities and general working capital requirements. At the same time, the Group announced the allotment of 3.356m new ordinary shares on the same terms in settlement of various services received by the Group. The Group further announced the granting of 22.256m of warrants to subscribe for ordinary shares at 3.75 pence per share, being one warrant attached to each subscription and service share allotted, exercisable for a period of 3 years from grant.
Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. |
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| ISIN: | VGG225641015 |
| Category Code: | MSCM |
| TIDM: | COIN |
| Sequence No.: | 331050 |
| EQS News ID: | 1936007 |
| End of Announcement | EQS News Service |
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