Registered number: 12181988
TECHNOLOGY METALS MARKET LIMITED
UNAUDITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
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TECHNOLOGY METALS MARKET LIMITED
COMPANY INFORMATION
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TECHNOLOGY METALS MARKET LIMITED
CONTENTS
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Statement of profit or loss and other comprehensive income
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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Detailed profit and loss account and summaries
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TECHNOLOGY METALS MARKET LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2022
The directors present their report and the financial statements for the year ended 30 September 2022.
The directors who served during the year were:
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Michael Hollomon II (resigned 6 April 2023)
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Sergei Karulin (resigned 6 April 2023)
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Nigel Brahams (appointed 10 November 2021, resigned 24 December 2021)
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Paul Lack (appointed 10 November 2021, resigned 22 February 2022)
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Alfred Poor (resigned 19 January 2022)
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Directors' responsibilities statement
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The directors are responsible for preparing the Directors' report and the financial statements, in accordance with applicable law.
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 International Financial Reporting Standards (IFRS) as adopted by the UK.
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:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;
∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the 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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The loss for the year, after taxation, amounted to £671,354 (2021 - loss £3,640,784).
The directors do not propose the payment of a final dividend.
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TECHNOLOGY METALS MARKET LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
Small companies' exemption note
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In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board on 7 March 2025 and signed on its behalf.
Petur Georgesson
Director
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TECHNOLOGY METALS MARKET LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2022
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Amounts written off and p/l on disposals
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Total comprehensive income
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The notes on pages 8 to 20 form part of these financial statements.
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TECHNOLOGY METALS MARKET LIMITED
REGISTERED NUMBER: 12181988
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2022
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Other non-current investments
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Trade and other receivables
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Cash and cash equivalents
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Trade and other liabilities
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TECHNOLOGY METALS MARKET LIMITED
REGISTERED NUMBER: 12181988
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 SEPTEMBER 2022
Issued capital and reserves
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For the year ending 30 September 2022 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements on pages 3 to 20 were approved and authorised for issue by the board of directors on 7 March 2025 and were signed on its behalf by:
The notes on pages 8 to 20 form part of these financial statements.
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TECHNOLOGY METALS MARKET LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2022
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Total comprehensive income for the year
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Total contributions by and distributions to owners
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Total comprehensive income for the year
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Total contributions by and distributions to owners
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The notes on pages 8 to 20 form part of these financial statements.
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TECHNOLOGY METALS MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
Technology Metals Market Limited (the 'Company') is a limited company incorporated in England. The Company's registered office is at St. Martin's Court, 10 Paternoster Row, London, England, EC4M 7EJ. The Company's principal activity is the development and operation of the primary market issuing and trading platform for technology metals.
The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). They were authorised for issue by the Company's board of directors on 07 March 2025.
Details of the Company's accounting policies, including changes during the year, are included in note 4.
In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgments and estimates have been made in preparing the financial statements and their effects are disclosed in note 5.
The financial statements have been prepared on the historical cost basis except for the following items, which are measured on an alternative basis on each reporting date.
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Current asset investments
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2.2 Changes in accounting policies
i) New standards, interpretations and amendments effective from 1 October 2021
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There have been no material changes to the Company's accounting policies from 1 October 2021.
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TECHNOLOGY METALS MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
2.Basis of preparation (continued)
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New standards, interpretations and amendments not yet effective
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At the date of authorisation of these financial statements, several new, but not yet effective, standards and amendments to existing standards, and interpretations have been published by the IASB. None of these Standards or amendments to existing Standards have been adopted early by the Company.
Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New standards, amendments and interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Company’s financial statements.
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Functional and presentation currency
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These financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.
4.Accounting policies
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognises revenue when it transfers control over a product or service to a customer.
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
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TECHNOLOGY METALS MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
4.Accounting policies (continued)
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(i) Intangible assets acquired separately
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Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.
Capitalised development costs are amortised on a straight line basis over their useful economic lives when available for use.
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(ii) Internally-generated intangible assets
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Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:
∙the technical feasibility of completing the intangible asset so that it will be available for use or sale;
∙the intention to complete the intangible asset and use or sell it;
∙the ability to use or sell the intangible asset;
∙how the intangible asset will generate probable future economic benefits;
∙the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
∙the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
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TECHNOLOGY METALS MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
4.Accounting policies (continued)
Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
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Accounting estimates and judgments
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The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the reporting dates as well as the amounts reported for revenues and expenses during the year. The resulting accounting estimates will, by definition, seldom equal the related actual results.
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5.1 Estimates and assumptions
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Intangible assets
Intangible assets are depreciated over their useful lives taking into account residual values where appropriate. The actual useful lives of the assets and residual values may vary depending upon a number of factors, including technological innovation and maintenance programmes.
Current asset investments
Current asset investments are carried at fair value with changes being recognised through profit or loss. Fair values are based on readily available market information for each investment which may refer to market prices for similar investment where there is no active market for the investment held by Company.
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TECHNOLOGY METALS MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
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The following is an analysis of the Company's revenue for the year from continuing operations:
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Analysis of revenue by country of destination:
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Timing of revenue recognition:
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Goods and services transferred over time
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TECHNOLOGY METALS MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
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Accumulated amortisation and impairment
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Other non-current investments
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Investments in subsidiary companies
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TECHNOLOGY METALS MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
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Trade and other receivables
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Receivables from related parties
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Total financial assets other than cash and cash equivalents classified as loans and receivables
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Prepayments and accrued income
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Total current trade and other receivables
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Payables to related parties
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Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
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Other payables - tax and social security payments
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Total current trade and other payables
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TECHNOLOGY METALS MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
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Total loans and borrowings
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Ordinary shares of £0.0002 each
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Ordinary shares of £0.0002 each
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At 1 October and 30 September
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Share premium
The share premium account comprises any premiums received on the issue of share capital.
Other reserves
Other reserves is comprised of funds received in respect of a Simple Agreement for Future Equity (SAFE). The Company has issued the rights to future shares in the Company to an Investor for a purchase price of £5,000,000.
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TECHNOLOGY METALS MARKET LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
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Financial instruments - fair values and risk management
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14.1 Accounting classifications and fair values
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The following table shows the carrying amounts and fair values of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
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Financial assets not measured at fair value
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Trade and other receivables
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Financial liabilities not measured at fair value
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TECHNOLOGY METALS MARKET LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
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14.Financial instruments - fair values and risk management (continued)
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14.1 Accounting classifications and fair values (continued)
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Financial assets measured at fair value
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Financial assets not measured at fair value
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Trade and other receivables
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Cash and cash equivalents
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Financial liabilities not measured at fair value
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TECHNOLOGY METALS MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
14.Financial instruments - fair values and risk management (continued)
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14.2 Financial risk management objectives
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The Company is exposed to various risks in relation to financial instruments. The Company’s financial assets and liabilities by category are summarised as above. The main types of risks are market risk and credit risk.
The Company’s risk management is coordinated by the board of directors and management team, and focuses on actively securing the Company’s short to medium-term cash flows by minimising the exposure to volatile financial markets.
The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risks to which the Company is exposed are described below.
The Company is exposed to market risk through its use of financial instruments and specifically to currency risk and certain other price risks, which result from both its operating and investing activities.
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14.4 Credit risk management
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The credit risk is managed on based on the Company’s credit risk management policies and procedures. Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to credit risk from financial assets including cash and cash equivalents held at banks, trade and other receivables.
The credit risk in respect of cash balances held with banks and deposits with banks are managed via diversification of bank deposits, and are only with major reputable financial institutions.
The Company holds no security or collateral relating to its trade and other receivables.
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TECHNOLOGY METALS MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
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Related party transactions
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Details of transactions between the Company and its related parties are disclosed below.
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15.1 Loans to related parties
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During the year, the company established TM2 Congo Sarl in the Republic of the Congo with a view to establishing a base of African metals supply operations to support future liquidity on Technology Metals Market’s exchange.
The company was unable to establish operations and subsequent to the reporting date TM2 Congo Sarl stopped operating.
The director assessed that there was no chance of recoverability of these balances and accordingly, they have been impaired in full.
Due to exceptional circumstances related to Covid, during the prior year, the Company established and provided financing to its subsidiary, TM2 Island ehf. for payment of fees related to front office consultants, marketing, office rental and other office related expenses. This amount is unsecured, interest free and repayable on demand.
Due to exceptional circumstances related to Covid, during the prior year, the Company established and provided financing to its subsidiary, TM2 Treasury GmbH for payment of fees related to back office treasury management and other related expenses. This amount is unsecured, interest free and repayable on demand.
Although the offices served their purpose during Covid times with considerable marketing and administration services provided, subsequent to the reporting date the offices were closed and resources allocated elsewhere. The director assessed that there was no chance of recoverability of these balances and accordingly, they were impaired in full.
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TECHNOLOGY METALS MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
15.Related party transactions (continued)
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15.2 Other related party transactions
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At the reporting date, the Company was owed £303,704 (2021: £318,806) from Petur Georgesson, a director of the Company, and is included in other receivables. This amount is unsecured and repayable on demand. During the period, the Company advanced Petur Georgesson £114,181 (2021: £293,050) of which £136,625 (2021: £104,080) was repaid by the reporting date. The Company charged Petur Georgesson interest on the outstanding balance at an average rate of 2.00% (2021: 2.06%). The total interest receivable by the Company was £7,342 (2021: £4,007).
During the year, the Company was charged £90,000 (2021: £90,000) for consultancy services by Petur Georgesson, a director of the Company.
During the year, the company was charged £36,408 (2021 £86,667) for consultancy services by Capital Sniper Limited, a company in which Petur Georgesson has an interest.
During the year, the Company was charged £Nil (2021: £62,870) for consultancy services by Sergei Karulin, a former director of the company.
During the year, the Company was charged £94,800 (2021: £205,927) for research, development and other IT support services by Korteks OOO, a company in which Sergei Karulin has an interest. These costs have been capitalised.
During the year, the company was charged £51,832 (2021: £198,745) for research, development and other IT support services by Cortex Technology Limited, a company in which Sergei Karulin has an interest. These costs have been capitalised.
During the year, the company was charged £Nil (2021: £12,000) for consultancy services by Michael Hollomon II, a former director of the company. At the reporting date, the Company owed £Nil (2021: £1,397) to Michael Hollomon II, a former director of the company.
During the year, the company was charged £33,715 (2021: £105,347) for legal and professional services by Collyer Bristow LLP, an LLP in which Nigel Brahams, a former director, has an interest. At the reporting date, £35,632 (2021:£1,855) was due to be paid by the company to Collyer Bristow LLP and is included in trade payables.
During the year, the Company was charged £Nil (2021: £157,239) for consultancy services by Paul Lack, a former director of the Company. At the reporting date, £Nil (2021: £29,775) was due to be paid by the company to Paul Lack and is included in trade payables.
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TECHNOLOGY METALS MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
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The company manages its capital to ensure that entity will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance.
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The capital structure of the Company consists of net debt (borrowings) and equity of the Company (comprising share capital, share premium and retained earnings).
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The Company is not subject to any externally imposed capital requirements.
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