Audited Results for the Year Ended 30.04.2020

Strategic Report, Report of the Directors and Financial Statements for the Year Ended 30 April 2020 for IamFire plc

IamFire plc (Registered number: 07603259) Contents of the Financial Statements for the year ended 30 April 2020 Page Company Information 1 Strategic Report 2 Report of the Directors 9 Independent Auditors Report to the members 11 Statement of Profit or Loss 14 Statement of Profit or Loss and Other Comprehensive Income

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Statement of Financial Position 16 Statement of Changes in Equity 17 Statement of Cash Flows 18 Notes to the Statement of Cash Flows 19 Notes to the Financial Statements 20

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IamFire plc Company Information for the year ended 30 April 2020 DIRECTORS: Mr J Ross Mr B S Tennent-Bhohi Mr M T Bamber SECRETARY: Mr S F Ronaldson REGISTERED OFFICE: Salisbury House London Wall London United Kingdom EC2M 5PS REGISTERED NUMBER: 07603259 (England and Wales) AUDITORS: PKF Littlejohn LLP Statutory Auditor 15 Westferry Circus London E14 4HD

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IamFire plc (Registered number: 07603259) Strategic Report for the year ended 30 April 2020 The directors present their strategic report for the year ended 30 April 2020. REVIEW OF BUSINESS The key themes for IamFire plc for the year ended 30th April 2020 have been restoration and review, with the investments that were held being disposed of as part of this restoration. I am pleased to report that since leading the restructure and recapitalisation of what was "Karoo Energy plc" in October 2019 that IamFire plc is restored and recharged with investments that position the company and our shareholders in major investment thesis. The consistent message that I have made to both shareholders and the broader market is that IamFire plc will operate as a lean, aggressive and efficient investment vehicle that will not entertain capital finance unless the Board and I have reviewed a comprehensive strategy that enables the company to create value for the company and our shareholders. In March 2019, the predecessor company, Karoo Energy plc notified the market that the company had not been successful in graduating to the LSE: AIM market. The company had in the process of seeking admission assumed trade creditors totalling £295,857. Karoo Energy plc, appointed a insolvency practitioner in mid-2019 to structure and enter an informal creditors voluntary agreement (CVA). The company received acceptance from those participating creditors in September 2019. The terms of the CVA saw the participating creditors receive 10% of the sums due upon execution of the CVA and a further 35% of the sums due in the event that the company successfully raised £2,000,000 (in aggregate) by way of equity and/or debt over the period of 18 months following the date of the implementation of the settlement arrangements entered in September 2019. For the year ending 30th April 2020, the company was in advanced review of a number of value accretive investment opportunities. The company did not materially invest capital nor acquire investment positions via non-cash consideration. The Board and I focused instead on creating critical internal protocols that would influence our review and identification processes when considering investment opportunities. This internal review resulted in the formation of two investment divisions and principles that the company will rely on moving forward when analysing investment proposals. 1. High Growth Investment Division (HG) The HG division focuses on companies that have reached a critical point of growth and need to access specialised capital investment, public market exits or trade sales. IamFire plc will look to opportunities globally where companies have robust balance sheets, strong growth profile's and management teams that require no disruption. 2. Asset Augmentation Investment Division (AA) The AA division has been designed to look at distressed asset situations that IamFire plc can seek to augment through a broad-restructure, recapitalisation and through the injection of Management & Directors. The formation of these divisions and principles represent the foundations for which we ultimately finalise our investment categorisation and decisions.

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IamFire plc (Registered number: 07603259) Strategic Report for the year ended 30 April 2020 PRINCIPAL RISKS AND UNCERTAINTIES The Directors consider the key risks to the company to be that of maintaining, augmenting and realising value from its investment positions and the company’s reliance on capital markets. The company seeks to mitigate these risks through adhering to internal protocols that govern the time for which investments should be maintained and their respective liquidity profile to ensure that the company’s asset profile is diverse, flexible and importantly not overexposed. The Directors continue to review investment opportunities that have the potential to generate the company income that would reduce the company’s reliance on equity and debt finance to secure the ongoing operations of the business. Acquiring Less than Controlling Interests The Company may acquire either less than whole voting control of, or less than a controlling equity interest in, a target, which may limit the Company’s operational strategies and reduce its ability to enhance Shareholder value. Inability to Fund Operations Post-Acquisition The Company may be unable to fund the operations post acquisition of the target business if it does not obtain additional funding, however, it will ensure that appropriate funding measures are taken to ensure minimum commitments are met. The Company’s Relationship with the Directors and Conflicts of Interest The Company is dependent on the Directors to identify potential acquisition opportunities and to execute an acquisition. The Directors are not obliged to commit their whole time to the Company’s business; they will allocate a portion of their time to other businesses which may lead to the potential for conflicts of interest in their determination as to how much time to assign to the Company’s affairs. Suitable Acquisition Opportunities may not be Identified or Completed The Company’s business strategy is dependent on the ability of the Directors to identify sufficient suitable acquisition opportunities. If the Directors do not identify a suitable acquisition target, the Company may not be able to fulfil its objectives. Furthermore, if the Directors do not identify a suitable target, the Company may not acquire it at a suitable price or at all. In addition, if an acquisition is identified and subsequently aborted the Company may be left with substantial transaction costs. Risks Inherent in an Acquisition Although the Company and the Directors will evaluate the risks inherent in a particular target, they cannot offer any further assurance that all of the significant risk factors can be identified or properly assessed. Furthermore, no assurance can be made that an investment in Ordinary Shares in the Company will ultimately prove to be more favourable to investors than a direct investment, if such an opportunity were available, in a target business. Reliance on External Advisors The Directors expect to rely on external advisors to help identify and assess potential acquisitions and there is a risk that suitable advisors cannot be placed under contract or that such advisors that are contracted fail to perform as required. Failure to Obtain Additional Financing to Complete an Acquisition or Fund a Target’s Operations There is no guarantee that the Company will be able to obtain any additional financing needed to either complete an acquisition or to implement its plans post acquisition or, if available, to obtain such financing on terms attractive to the Company. In that event, the Company may be compelled to restructure or abandon the acquisition or proceed with the acquisition on less favourable terms, which may reduce the Company’s return on the investment. The failure to secure additional financing on acceptable terms could have a material adverse effect on the continued development or growth of the Company and the acquired business.

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IamFire plc (Registered number: 07603259) Strategic Report for the year ended 30 April 2020 Reliance on Income from the Acquired Activities Following an acquisition, the Company may be dependent on the income generated by the acquired business or from the subsequent divestment of the acquired business to meet the Company’s expenses. If the acquired business is unable to provide the sufficient amounts to the Company, the Company may be unable to pay its expenses or make distributions and dividends on the Ordinary Shares. SECTION 172(1) STATEMENT The Directors are required to make a statement which describes their attitude with regard to the matters set out in Section 172 (1) of the Companies Act 2006, namely: Duty to promote the success of the company (a) The likely consequences of any decision in the long term (b) The interests of the company’s employees (c) The need to maintain the company’s business relationships with suppliers, customers and others (d) The impact of the company’s operations on the community and environment (e) The desirability of the company maintaining a reputation for high business conduct (f) The need to act fairly between members of the company Section 172 Statement The Directors of the company commit to maintaining high operating standards and fiscal discipline and frequently communicate and engage with each other to consider and understand the underlying issues within the organisation. In order to enhance the standards of the business, the Board considers the global landscape that may present impediments to the business. The Board maintains a disciplined internal evaluation matrix that is used to identify opportunities that the company see as suitable investment opportunities. Of particular significance is the; pre-determined exit strategy, the associated liquidity profile, the general conditions and environment of global financial markets and the time frame for realisation of value in ensuring that the Directors of the company are committing thorough and succinct analysis and identification of opportunities. The company is committed to the highest levels of integrity and transparency possible with stakeholders. Stakeholders include, suppliers, government and regulatory agencies, service providers and shareholders. The Board, both individually and together, consider that they have acted in the way they consider would be most likely to promote the success of the Company as a whole. In order to do this, there is a process of dialogue with stakeholders to understand the uses that they might have. Communications with shareholders occur on an ongoing basis and as questions arise. Transparency and integrity are central themes for the Company’s Directors. The Directors of the company strive to provide our stakeholders with timely and informative responses. The Board recognises its responsibilities under section 172 as outlined above and has acted at all times in a way consistent with promoting the success of the Company with regard to all stakeholders.

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IamFire plc (Registered number: 07603259) Strategic Report for the year ended 30 April 2020 POST YEAR END REVIEW On 25 June 2020 the company successfully completed an equity finance to raise gross proceeds before expenses of, £500,000. The financing was supported by existing shareholders, Ultra High Net Worth's, Family Offices & Institutional Investors. The collective support including that of the Directors was a brilliant sign of the reception received in conjunction with the turnaround that began in October 2019. The placing was conducted at a price of, 2.5p (£0.025) resulting in the issue of 20,000,000 shares. The placing shares included attaching investor warrants on a 2 for 1 basis and a replacement provision. The placee's in aggregate received 40,000,000 warrants with a strike price of 10p and a life to expiry of 3-years from the admission of the placing shares. In the event the subscriber elects to exercise their warrants in full on or prior to expiry, the subscriber shall be granted replacement warrants on 1 for 1 basis with a strike price of 15p and a life to expiry of 3-years from grant of the replacement warrant. In the event all 40,000,000 warrants at 10p were to be exercised on or prior to expiry, the company would issue a further 40,000,000 warrants with a strike price of 15p and a life to expiry of 3 years. In a step to complement the existing Board, Mr Marc T Bamber was appointed as Non-Executive Chairman of IamFire plc on 1st July 2020. Marc is a highly experienced global corporate financier with over 20-years' experience in the Hedge Fund Sector, Capital Markets, Private & Institutional Investments; Investor Communication & Marketing. Marc was a core member of the multiple award winning RAB Special Situations Fund that delivered net returns of 50x to investors with circa.US$2.8Bn in Assets Under Management (AUM). Investment: Bio2pure Limited Bio2pure is a British biotechnology company with its manufacturing facility and R&D facilities in the North West of England. Its principal technology is an advanced bioremediation solution which has multiple applications including cleaning large and small bodies of water (lakes and ponds), increasing efficiency in wastewater and sewage treatment plants, land remediation and unblocking sewage drains. To date the technology has successfully treated over 1 trillion litres of water. As a result of the COVID-19 pandemic, the company is also researching the possibility of using some of its partners technology to combat the current risks caused by enveloped viruses including COVID-19 for the retail, industrial and medical markets. The company is chaired by Mr John Leat, an international businessman with over 40 years of experience as major project manager, investor and delegate, previously for Sheikh Mohammed bin Rashid Al Maktoum. The science and technology has been pioneered by Dr Anthony Davies who has worked in the field of biological treatments and processes for his entire career. IamFire plc announced its first option to acquire an investment interest on the 16th July 2020. The company entered a period of exclusivity (45-business days) and option agreement with an existing shareholder of Bio2pure Limited. Under the terms of this agreement, IamFire plc had the right to acquire 10% of Bio2pure for acquisition consideration of £800,000. IamFire plc capitalised the option through a donation to the World Water Crisis [https://worldwatercrisis.org] for which the value of the donation is being matched by Bio2pure Limited for a total donation of, £30,000 (£15,000 IamFire plc, £15,000 Bio2pure Limited). The terms of the acquisition enable IamFire plc to acquire the interest through the issue of 4,000,000 new ordinary shares at an issue price of 20p, representing a 25% premium to the mid-market price, 16p, and 1,000,000 warrants with a strike price of 40p and a life to expiry of 2 years. The shares shall be restricted for a period of 12-months from admission of the consideration shares, and 25% shall become freely tradeable in the event the Volume Weighted Average Price of IamFire plc, exceeds 50p for ten consecutive trading days.

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IamFire plc (Registered number: 07603259) Strategic Report for the year ended 30 April 2020 The acquisition of the investment interest completed and was announced to the market on the 13th August 2020 after a period of due diligence. The company also negotiated, as part of the investment acquisition, a further option. The terms of the option entitle IamFire plc to acquire a further 10% interest in Bio2pure Limited under an Exclusive Subscription Agreement; - Period of exclusivity to be 6-months. - IamFire plc have entered an exclusive subscription agreement to acquire a further 10% of Bio2pure limited through

the subscription of new ordinary shares of Bio2pure.

- During this Period of Exclusivity, Bio2pure shall be restricted from raising capital through the issue of equity. - During this 6-month period, IamFire plc will receive regular updates from Bio2pure Limited with respect, further

contract wins (for both the water-remediation and CoviPure™ products) and the resulting effect on the forward-looking cash-flow forecasts for a consistent period of time.

- This agreement constitutes a subscription for new ordinary shares of, Bio2pure Limited. - Under the agreement, Bio2pure Limited have set a pre-money valuation range of between £8,000,000 and have

applied a maximum cap of, £30,000,000 meaning that this will be the pre-money valuation range Bio2pure Limited can apply during this 6-month period.

- Upon IamFire plc serving notice of intent to exercise their entitlement under the subscription agreement, Bio2pure Limited are to provide the terms of the private placement within, 7-business days of receipt for the Board of IamFire plc to review, consider and ultimately accept or reject.

- On the assumption that the minimum valuation is to be, £8,000,000 as demonstrated today, IamFire plc confirm that they do not have the required capital in the business to exercise this entitlement immediately but have considered the company's subscriber warrants, totalling over £10,000,000 if all exercised, and can explore various funding options available in order to proceed if the Board wish to increase its interest in Bio2pure Limited.

- The 6-month period will enable IamFire plc to review the company's operating activity, cash-flow and development over a period of time and provide further validation in the event IamFire plc wishes to proceed with its entitlement.

Investment: WeShop Limited WeShop is a social commerce platform which allows users to seek advice and promote products which they own and love amongst their trusted social networks. To date it has deployed over £10m on the technology and is led by an experienced team including: Non-Executive Chairman and co-founder, Matthew Hammond, currently Managing Director and CFO of mail.ru, listed on the London International Exchange with a market capitalisation of circa $6.5bn, Chief Executive Officer, Paul Ellerbeck formerly of DMGT group and EasyProperty, along with non-executive directors Baroness Michelle Mone, Leo Mansell and most recently Yoav Keren (CEO of Brandshield). IamFire plc participate £4,500,000 in £9,000,000 Convertible Loan Agreement ("CLA) with WeShop Limited The Underlying terms of the CLA are as follows: - Interest rate of 8% per annum for a 36 month period - Unsecured with no debenture - Conversion triggers include; an IPO, an exit or further funding rounds - Conversion would occur at a 20% discount to the price of the conversion event. IamFire plc raises £5,589,039 through a Discounted Capital Bond ("DCB") In order for the company to proceed with the terms of the CLA, after a period of Due Diligence, IamFire plc have successfully raised gross proceeds of, £5,509,039.48 by way of a Discounted Capital Bond ("DCB"). The Discounted Capital Bond has been issued by, Hawk Investment Holdings Limited ("The Bondholder") - Issue price of the DCB is, 78.73% resulting in net proceeds of, £4,400,250.78.

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IamFire plc (Registered number: 07603259) Strategic Report for the year ended 30 April 2020 - The DCB shall have no fixed coupon on the basis that the grossed-up figure has been issued on a discounted basis resulting in, £5,589,039.48 payable upon maturity. - The Bond shall mature on 25th August 2023 and during this period shall be secured against the assets of the company by way of a debenture. - The terms of the Bond do not allow for conversion to equity. - IamFire plc shall have the right under the terms of the DCB to early redemption during the second year. Serviceability of the Discounted Capital Bond ("DCB") Appreciating that IamFire plc is a non-revenue generating business and seeks to generate capital returns from investments, the Board of Directors have considered serviceability in respect of the, Discounted Capital Bond and have proceeded on the following assumptions, in respect of interest payable and not conversion of the CLA; - The DCB represents a back-to-back financing to satisfy the terms IamFire plc entered with WeShop Limited. - Upon the DCB being redeemed the total payable to the Bondholders (Hawk Investment Holdings Limited) represents, £1,188,788.70 ("The Discount") & £4,400,250.78 ("The Capital") should the company elect to redeem the bond at maturity and not enter the terms of the early redemption. - Under the terms of the CLA entered with WeShop, over the 36-month period to maturity WeShop would have to service a total interest cost, payable to IamFire plc of, £1,080,000. Terms of the Exclusive Subscription Agreement ("ESA") entered with WeShop Limited Concurrent to the CLA, IamFire have entered a, 6-month ESA that entitles the company to acquire by way of a subscription for new ordinary shares & warrants, 10% of WeShop Limited under the following terms of investment entered and approved by the Board of WeShop; - Period of Exclusivity to be 6-months - IamFire plc shall have exclusivity to subscribe for new ordinary shares at a pre-money valuation of, £25,000,000. - Under the terms of the ESA, IamFire plc shall have the right to acquire an interest through subscription equating to a resulting interest of 10% of the issued share capital of WeShop Limited. - Under the agreement, IamFire plc shall have the entitlement to subscribe for, 526,624 shares at a subscription price of, £5.27 per share for a total consideration of £2,775,308.48. - In electing to subscribe for 526,624 shares, IamFire plc shall receive 263,312 warrants with a strike price of £10 and a life to expiry of 5-years from issue. Should IamFire plc elect to exercise their warrants in full (100% Exercise) IamFire plc shall be awarded a further 263,312 warrants with a strike price of £20 per share and a life to expiry of 5-years from issue. - Warrant Accelerator: Should WeShop complete a successful IPO, WeShop shall have the right to enforce an accelerated exercise of, 263,312 warrants with a strike price of, £10. FIRE shall have, 45-days to exercise these warrants from date of notice from WeShop. - IamFire plc confirm that they do not have the required capital in the business to exercise this entitlement immediately but have considered the company's subscriber warrants totalling over £10,000,000 if all exercised and can explore various funding options available in order to proceed if the Board elect to exercise their rights under the ESA.

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IamFire plc (Registered number: 07603259) Strategic Report for the year ended 30 April 2020 - Right to maintain a 10% Interest in the issued share capital of WeShop up to a go-public event through an anti-dilution clause. DIRECTORATE CHANGE On the 29th September 2020 the company announced the resignation of Noel Lyons as a Director of the company with immediate effect. Concurrently Jeremy Ross moved into the role of Non-Executive Director of the company. As I conclude my first full year as Chief Executive Officer & Director of IamFire plc, I would like to extend my thanks to the existing shareholders for their support. 2020 has provided many challenges for all as we are in the midst of battling a global pandemic, this tragic event has affected many and I wish all safety and prosperity as we move forward into what we hope is its final conclusion. IamFire plc is now a company with purpose and presence. The investment positions we have completed since the year end for a company of our size are disproportionate and represent critical investment thesis' for global capital. I look forward to providing our shareholders and the wider market further developments on the company, our interests and in time the path for which we intend to crystallise these considerable assets. ANNUAL GENERAL MEETING At the company's AGM on 27th July 2020, the company elected to seek shareholder approval to amongst the resolutions put to shareholders, adopt broader investment policies to include investment in the, life sciences and technology sector. All resolutions were successfully passed. KEY PERFORMANCE INDICATORS Given the activities for the year there are no KPI's for the year ending 30th April 2020. KPI's for the future periods are now in active review based on the post year end activities and investments made by the company. OUTLOOK Throughout the course of the year the Board and I have spent much time in rationalising the company and building its foundations through strategic capital investment and the acquisition of interests (since the year end) that have been capitalised through efficient and creative investment structures. Our investment policies cover, Life Sciences, Technology and Natural Resources. This basket of sectors represent a unique combination of industries that we believe provide exposure to critical industries where we see considerable growth that can benefit IamFire plc through investment and transaction origination or the augmentation of distressed asset opportunities that the company can benefit through a blend of capital and skills that the Board and our wider network offer. The company's two flagship investments are concentrated in Life Sciences through our 10% interest in Bio2pure Limited and Technology where we entered and completed a £4,500,000 Convertible Loan Agreement with WeShop Limited. ON BEHALF OF THE BOARD: .......................................................................... Mr B S Tennent-Bhohi - Director Date: .............................................

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IamFire plc (Registered number: 07603259) Report of the Directors for the year ended 30 April 2020 The directors present their report with the financial statements of the company for the year ended 30 April 2020. PRINCIPAL ACTIVITY The principal activity of the company during the year was to review suitable investments. Post year end the company adopted broader investment policies and conducted a number of financings and investments. The principal activity of the company going forward is that of an investment vehicle. EVENTS SINCE THE END OF THE YEAR Information relating to events since the end of the year is given in the notes to the financial statements. DIRECTORS The directors who have held office during the period from 1 May 2019 to the date of this report are as follows: Dr A Zimbler - resigned 11 October 2019 Mr A Golding - resigned 11 October 2019 Mr J G Negaard - resigned 11 October 2019 Mr J Ross - appointed 11 October 2019 Mr B S Tennent-Bhohi - appointed 11 October 2019 Mr M T Bamber was appointed as a director after 30 April 2020 but prior to the date of this report. Mr N Lyons ceased to be a director after 30 April 2020 but prior to the date of this report. DIRECTORS' INTERESTS As at 30th April 2020 Noel Lyons (a former director) had an interest in 1,900,923 shares (2019: 6,737) ordinary shares of £0.0025 each and 1,000,000 (2019: 100,000) share options with an exercise price of £0.03. As at 30th April 2020, Burns Singh Tennent-Bhohi had an interest in 416,667 ordinary shares of £0.0025 each and 1,000,000 share options with an exercise price of £0.03. As at 30th April 2020, Jeremy Ross had an interest in 416,667 ordinary shares of £0.0025 each and 1,000,000 share options with an exercise price of £0.03. STATEMENT OF DIRECTORS' RESPONSIBILITIES The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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IamFire plc (Registered number: 07603259) Report of the Directors for the year ended 30 April 2020 STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. AUDITORS The auditors, PKF Littlejohn LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. ON BEHALF OF THE BOARD: .......................................................................... Mr B S Tennent-Bhohi - Director Date: .............................................

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Independent Auditors Report to the members of IamFire plc

Opinion

We have audited the financial statements of IamFire Plc (the ‘company’) for the year ended 30 April 2020 which comprise the Statement of Profit or Loss, the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and international accounting standards in conformity with the requirements of the Companies Act 2006.

In our opinion, the financial statements:

• give a true and fair view of the state of the company’s affairs as at 30 April 2020 and of its profit for the year then ended;

• have been properly prepared in accordance international accounting standards in conformity with the requirements of the Companies Act 2006; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 2 in the financial statements, which indicates that the Company is reliant on future funding in order to continue as a going concern. As stated in note 2, these events or conditions, along with the other matters as set forth in note 2, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. Our application of materiality

The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures.

Overall materiality was set at £8,000 based on 5% of net assets (2019: £19,699 being 5% of gross assets capped below Group materiality). Net assets was used as the basis of materiality as the Company is not yet revenue generating. In the prior year the Company held investments in subsidiaries which were disposed of during the year. This explains the capped prior year materiality as disclosed above.

Performance materiality was calculated at 70% of materiality being £5,600 (2019: £13,790). Performance materiality was set at 70% to reflect the low risk nature of the audit.

We have agreed with those charged with governance that we would report all audit difference in excess of £400 as well as differences below these thresholds that, in our view, warranted reporting on qualitative grounds.

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An overview of the scope of our audit

In designing our audit we determined materiality and assessed the risk of material misstatement in the financial statements. In particular, we considered the areas most susceptible to error including the determination of the other income in respect of the Company Voluntary Arrangement. This however was not considered to constitute a Key Audit Matter. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatements due to fraud. The Company accounting function is based in the United Kingdom and our audit was performed remotely with regular contact with the Company throughout. Key audit matters

Except for the matter described in the Material uncertainty paragraph above related to going concern, we have determined that there are no other key audit matters to communicate in our report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and • the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or • the financial statements are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Joseph Archer (Senior Statutory Auditor) 15 Westferry Circus For and on behalf of PKF Littlejohn LLP Canary Wharf Statutory Auditor London E14 4HD 2021

The notes form part of these financial statements -14-

IamFire plc (Registered number: 07603259) Statement of Profit or Loss for the year ended 30 April 2020 2020 2019 as restated Notes £ £ CONTINUING OPERATIONS Revenue - - Other income 3 254,913 30,311 Administrative expenses 6 (138,205) (671,487)

OPERATING PROFIT/(LOSS) 116,708 (641,176) Finance costs 5 - (7,000) Finance income 5 8 10

PROFIT/(LOSS) BEFORE INCOME TAX 6 116,716 (648,166) Income tax 7 - -

PROFIT/(LOSS) FOR THE YEAR 116,716 (648,166)

Earnings per share expressed in pence per share: 8 Basic 1.62 -31.66 Diluted 1.62 -31.66


IamFire plc (Registered number: 07603259) Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 April 2020 2020 2019 as restated £ £ PROFIT/(LOSS) FOR THE YEAR 116,716 (648,166) OTHER COMPREHENSIVE INCOME - -

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

116,716

(648,166)


IamFire plc (Registered number: 07603259) Statement of Financial Position 30 April 2020 2020 2019 as restated Notes £ £ ASSETS CURRENT ASSETS Trade and other receivables 11 29,852 19,645 Cash and cash equivalents 12 1,079 1,234

30,931 20,879

TOTAL ASSETS 30,931 20,879

EQUITY SHAREHOLDERS' EQUITY Called up share capital 13 526,733 511,837 Share premium 14 2,344,890 2,231,786 Retained earnings 14 (3,061,096) (3,177,812)

TOTAL EQUITY (189,473) (434,189)

LIABILITIES CURRENT LIABILITIES Trade and other payables 15 220,404 455,068

TOTAL LIABILITIES 220,404 455,068

TOTAL EQUITY AND LIABILITIES 30,931 20,879

The financial statements were approved by the Board of Directors and authorised for issue on ............................................. and were signed on its behalf by: .......................................................................... Mr B S Tennent-Bhohi - Director


IamFire plc (Registered number: 07603259) Statement of Changes in Equity for the year ended 30 April 2020 Called up share Retained Share Total capital earnings premium equity £ £ £ £ Balance at 1 May 2018 511,837 (2,529,646) 2,231,786 213,977 Changes in equity Loss for the year - (648,166) - (648,166) Total comprehensive income - (648,166) - (648,166) Balance at 30 April 2019 511,837 (3,177,812) 2,231,786 (434,189) Balance at 1 May 2019 as previously stated 511,837 (3,087,450) 2,231,786 (343,827) Prior year adjustment (note 9) - (90,362) - (90,362) Balance at 1 May 2019 as restated 511,837 (3,177,812) 2,231,786 (434,189) Profit for the year - 116,716 - 116,716 Total comprehensive income - 116,716 - 116,716 Issue of share capital 14,896 - 113,104 128,000 Balance at 30 April 2020 526,733 (3,061,096) 2,344,890 (189,473)


IamFire plc (Registered number: 07603259) Statement of Cash Flows for the year ended 30 April 2020 2020 2019 as restated £ £ Cash flows from operating activities Cash used in operations 1 (131,322) (110,860) Interest paid - (7,000)

Net cash used in operating activities (131,322) (117,860)

Cash flows from investing activities Interest received 8 10

Net cash from investing activities 8 10

Cash flows from financing activities Amount introduced by directors 3,159 77,665 Share issue 128,000 -

Net cash from financing activities 131,159 77,665

Decrease in cash and cash equivalents (155) (40,185) Cash and cash equivalents at beginning of year

2

1,234

41,419

Cash and cash equivalents at end of year 2 1,079 1,234


IamFire plc (Registered number: 07603259) Notes to the Statement of Cash Flows for the year ended 30 April 2020 1. RECONCILIATION OF PROFIT/(LOSS) BEFORE INCOME TAX TO CASH GENERATED FROM

OPERATIONS 2020 2019 as restated £ £ Profit/(loss) before income tax 116,716 (648,166) Write off intercompany loan - 155,996 Impairment of investment assets - 312,674 Amount written off from directors loan (80,749) - Amount written off from CVA agreement (165,554) - Finance costs - 7,000 Finance income (8) (10)

(129,595) (172,506) (Increase)/decrease in trade and other receivables (10,207) 14,200 Increase in trade and other payables 8,480 47,446

Cash used in operations (131,322) (110,860)

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 30 April 2020 30/4/20 1/5/19 £ £ Cash and cash equivalents 1,079 1,234

Year ended 30 April 2019 30/4/19 1/5/18 £ £ Cash and cash equivalents 1,234 41,419

There is no net debt reconciliation as the company has no debt.

-20-

IamFire plc (Registered number: 07603259) Notes to the Financial Statements for the year ended 30 April 2020 1. STATUTORY INFORMATION

IamFire plc is a public limited company, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES Basis of preparation

The company financial statements of IamFire plc have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006.

IFRS is subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the IFRS Interpretations Committee and there is an on-going process of review and endorsement by the European Commission.

The financial statements are presented in GBP (£) and rounded to the nearest £. GBP is also the functional currency of the Company. The financial statements ae prepared under the historical cost convention.

International Financial Reporting Standards in issue but not yet effective

The IASB and IFRS Interpretations Committee have issued the following standards and interpretations with an effective date of implementation for accounting periods beginning after the date on which the financial statements for the current year commenced.

i) New standards and amendments ñ applicable 1 January 2020

The following standards and interpretations apply for the first time to financial reporting periods commencing on or after 1 January 2020:

Effective date:

Annual periods Expected

impact beginning on or after:

Definition of Material - Amendment to IAS 1 - Presentation of financial statements

1 January 2020 No

Definition of Material - Amendment to IAS 8 - Accounting policies

1 January 2020 No

Definition of a Business - Amendments to IFRS 3 'Business Combinations'

1 January 2020 No

Revised Conceptual Framework for Financial Reporting 1 January 2020 No Interest rate benchmark reform - Amendments to IFRS 9 'Financial Instruments'

1 January 2020 No

Interest rate benchmark reform - Amendments to IAS 39 'Financial Instruments: Recognition and Measurement'

1 January 2020 No

Interest rate benchmark reform - Amendments to IFRS 7 'Financial Instruments: Disclosures'

1 January 2020 No

-21-

IamFire plc (Registered number: 07603259) Notes to the Financial Statements - continued for the year ended 30 April 2020

ii) Forthcoming requirements

As at 31 December 2020, the following standards and interpretations had been issued but were not mandatory for annual reporting periods ending on 31 December 2020:

Effective date:

Annual periods Expected

impact beginning on or after:

Covid-19-related Rent Concessions - Amendments to IFRS 16

1 June 2020 No

Property, Plant and Equipment: Proceeds before intended use - Amendments to IAS 16

1 January 2022 No

Reference to the Conceptual Framework - Amendments to IFRS 3

1 January 2022 No

Onerous Contracts - Cost of Fulfilling a Contract Amendments to IAS 37

1 January 2022 No

Annual Improvements to IFRS Standards 2018 - 2020 1 January 2022 No Classification of Liabilities as Current or Non-current - Amendments to IAS 1

1 January 2023 No

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

Estimates and judgements 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.

During the year under review, the only significant judgements used in applying the accounting policies of the Company was in respect of Share-Based payment transactions, as disclosed within these accounts. Judgement is applied in the methodology and calculation of the value attributed to the options. Recognised methodology is followed in performing the calculation.

-22-

IamFire plc (Registered number: 07603259) Notes to the Financial Statements - continued for the year ended 30 April 2020 2. ACCOUNTING POLICIES - continued Financial instruments

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. Financial liabilities are classified as either financial liabilities 'at FVTPL' or 'other financial liabilities'.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group's financial liabilities include trade and other payables.

A financial liability is held for trading if it meets one of the following conditions: - It is incurred principally for the purpose of repurchasing ii in the near term - On initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking, or - It is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

There were no financial liabilities 'at FVTPL' during the current, or preceding, period.

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Other financial liabilities and short-term borrowings

Interest-bearing loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges are accounted for on an accruals basis in profit or loss using the effective interest rate method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. Other short-term borrowings being intercompany loans and unsecured convertible loan notes issued in the year are recognised at amortised cost net of any financing or arrangement fees.

Trade payables Trade payables are initially measured at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Equity instruments including share capital

Equity instruments issued by the Company are recorded at the proceeds received, net of incremental costs attributable to the issue of new shares.

An equity instrument is any contract that evidences a residual interest in the assets of a company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.

-23-

IamFire plc (Registered number: 07603259) Notes to the Financial Statements - continued for the year ended 30 April 2020 2. ACCOUNTING POLICIES - continued

Share capital represents the amount subscribed for shares at nominal value.

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. Any bonus issues are also deducted from share premium.

Accumulated losses include all current and prior period results as disclosed in the statement of comprehensive income.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Share based payments

Where share options have been granted to directors, IFRS 2 has been applied whereby the fair value of the options is measured at the grant date and spread over the period during which the employees become entitled to the options. An options valuation model is used to assess the fair value, taking into account the terms and conditions attached to the options. The fair value at grant date is determined including the effect of market based vesting conditions, to the extent such vesting conditions have a material impact.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting date).

The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest.

The charge or credit for a period to the Income Statement represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance and/or service conditions are satisfied. Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense as if the terms had not been modified. An additional expense is recognised for any modification, which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.

Where an equity-settled award is forfeited, the cumulative charge expensed up to the date of forfeiture is credited to the Income Statement.

-24-

IamFire plc (Registered number: 07603259) Notes to the Financial Statements - continued for the year ended 30 April 2020 2. ACCOUNTING POLICIES - continued Going concern

The Financial Statements have been prepared under the going concern assumption, which presumes that the Company will be able to meet its obligations as they fall due for at least the next twelve months from the date of the signing of the Financial Statements.

The Company had a net cash outflow for the year of £155 (2019: £40,185) and at 30 April 2020 had cash and cash equivalents balance of £1,079 (2019: £1,234).

Notwithstanding the net cash outflow during the year under review, the Directors are confident that the Company will be able to meet its obligations as they fall due for at least the next twelve months as they believe the Company will continue to have access to finance.

The Directors do acknowledge that the dependence on obtaining finance leads to there being a material uncertainty regarding the Company’s going concern status, however, they still believe the application of the going concern basis of preparation to be appropriate based on management prepared budgets and due to their confidence that further finance will be able to be obtained as required during the going concern period.

The Directors have made enquires and assessed the potential impact of the COVID-19 virus on the Company. As such, whilst they acknowledge that COVID-19 could continue to have long lasting and significant impacts on the global economy, the Directors believe that the Company will be able to raise sufficient finance to meet their obligations as they fall due for a period of at least 12 months from the date of approval of the financial statements.

The Financial Statements do not include any adjustments that may be required should the Company be unable to continue as a going concern.

The auditors have made reference to going concern by way of a material uncertainty within their audit report.

-25-

IamFire plc (Registered number: 07603259) Notes to the Financial Statements - continued for the year ended 30 April 2020 2. ACCOUNTING POLICIES - continued Financial risk management

Credit risk

The Company's credit risk is primarily attributable to its cash balances and trade receivables. The group does not have a significant concentration of risk, with exposure spread over a number of third parties.

The credit risk on liquid funds is limited because the third parties are large international banks with a credit rating of at least A.

The Company's total credit risk amounts to the total of the sum of the receivables and cash and cash equivalent.

Interest rate risk

The Company has no exposure to interest rate risk in this period.

Capital management

The Company's capital management objectives are to ensure the Company's ability to continue as a going concern and to provide long-term returns to shareholders

The Company defines and monitors capital on the basis of the carrying amount of equity, less cash and cash equivalents as presented on the face of the Balance Sheet.

The Board of Directors monitors the level of capital as compared to the Company's commitments and adjusts the level of capital as is determined to be necessary by issuing new shares. The Company is not subject to any externally imposed capital requirements.

Liquidity risk

Prudent liquidity risk management includes maintaining sufficient cash balances to ensure the Company can meet liabilities as they fall due.

In managing liquidity risk, the main objective of the Company is to ensure that it has the ability to pay all of its liabilities as they fall due. The Company monitors the level of working capital it requires. The undiscounted cash flows on the Company's financial liabilities as at 30 April 2020 and 2019 are deemed to be on demand, as presented within the Trade and other payables note.

3. OTHER OPERATING INCOME 2020 2019 as restated £ £ Rents received 8,610 30,311 Other income 246,303 -

254,913 30,311

Other income consists of amounts written off from directors loan totalling £80,749 and amounts written off in respect of the company's CVA agreement totalling £165,554.

-26-

IamFire plc (Registered number: 07603259) Notes to the Financial Statements - continued for the year ended 30 April 2020 4. EMPLOYEES AND DIRECTORS 2020 2019 as restated £ £ Wages and salaries 30,000 6,350

The average number of employees during the year was as follows: 2020 2019 as restated Directors 2 3

2020 2019 as restated £ £ Directors' fees 30,000 6,350

Wages and salaries relate solely to directors' remuneration. During the year the directors received success fees, as disclosed in the related party disclosures note (Note 16), which are not included in the directors' remuneration as they are offset in share premium.

Directors are deemed to be the key management of the Company. All remuneration was short term in nature and was payable to directors as detailed below:

2020

£

2019 as restated

£ Burns Singh Tennent-Bhohi 30,000 - N Lyons - 3,000 J Negaard - 11,400 A Smith (paid through Nuthatch Advlsors) - 7,200 30,000 21,600

The difference between the charge in the financial statements and the amounts paid in the prior year is represented by the reversal of a prior year accrual.

5. NET FINANCE INCOME 2020 2019 as restated £ £ Finance income: Bank interest received 8 10

-27-

IamFire plc (Registered number: 07603259) Notes to the Financial Statements - continued for the year ended 30 April 2020 5. NET FINANCE INCOME - continued 2020 2019 as restated £ £ Finance costs: Interest on director loan - 7,000

Net finance income 8 (6,990)

6. PROFIT/(LOSS) BEFORE INCOME TAX

The profit before income tax (2019 - loss before income tax) is stated after charging: 2020 2019 as restated £ £ Loss on disposal of impairment of investments - 312,674 Auditors' remuneration 15,000 9,000 Auditors' remuneration for non audit work 2,400 - Previous auditor remuneration for non audit work - 19,200

7. INCOME TAX Analysis of tax expense

No liability to UK corporation tax arose for the year ended 30 April 2020 nor for the year ended 30 April 2019. Factors affecting the tax expense

The tax assessed for the year is lower (2019 - higher) than the standard rate of corporation tax in the UK. The difference is explained below:

2020 2019 as restated £ £ Profit/(loss) before income tax 116,716 (648,166)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of

19% (2019 - 19%)

22,176

(123,152) Effects of: Losses b/f utilised in current period (22,176) - Deferred tax not provided - 123,152

Tax expense - -

No deferred tax losses have been recognised due to uncertainty as to when profits will arise against which to relieve said potential asset. Tax losses carried forward total £2,306,725 (2019: £2,423,444).

-28-

IamFire plc (Registered number: 07603259) Notes to the Financial Statements - continued for the year ended 30 April 2020 8. EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.

Reconciliations are set out below.

2020 Weighted average number of Per-share Earnings £ shares amount pence Basic EPS Earnings attributable to ordinary shareholders 116,716 7,196,298 1.62 Effect of dilutive securities Options - 3,267,500 - Diluted EPS Adjusted earnings 116,716 10,463,798 1.12 2019 as restated Weighted average number of Per-share Earnings £ shares amount pence Basic EPS Earnings attributable to ordinary shareholders (648,166) 2,047,350 -31.66 Effect of dilutive securities - - - Diluted EPS Adjusted earnings (648,166) 2,047,350 -31.66

-29-

IamFire plc (Registered number: 07603259) Notes to the Financial Statements - continued for the year ended 30 April 2020 9. PRIOR YEAR ADJUSTMENT

The 2019 statement of profit and loss, other comprehensive income and financial position has been restated to account for certain costs amounting to £90,362 that were not recognised in the prior year accounts due to invoices from suppliers being omitted and an error in costs not being accrued. No third balance sheet is presented as the error occurred solely in the prior period and effects that year only.

Statement of profit or loss and other comprehensive income (extract)

note

Year ended 30 April 2019

Loss per signed accounts 2019 557,804 Accountancy fees i) 28,200 Legal fees ii) 47,837 Consultancy fees iii) 6,165 Legal fees iv) 8,160 Restated loss for 2019 648,166

Earnings per Share

As a result of the prior year adjustments, the Earnings per Share have been recalculated as follows:

Earnings per Share

Signed accounts as at 30 April 2019

Restated as at 30 April 2019

Per-share amount pence Per-share amount pence Basic and diluted EPS -27.25 -31.66

Statement of financial position (extract)

note

Signed accounts as at 30 April 2019

Adjustments

Restated as at 30 April 2019

Trade and other receivables Director current account v) 16,595 (16,595) -

Trade and other payables Trade creditors i), ii), iii) 252,041 82,202 334,243 Accruals and deferred income iv) 16,200 8,160 29,960 Loan from related party v) 94,260 (94,260) - Directors' loan accounts v) - 77,665 77,665

-30-

IamFire plc (Registered number: 07603259) Notes to the Financial Statements - continued for the year ended 30 April 2020

Details on prior year adjustments made:

i) Invoices in respect of Audit fees for the year ended 30 April 2019 were omitted from trade creditors in error. ii) Invoices in respect of Legal fees for the year ended 30 April 2019 were omitted from trade creditors in error. iii) Invoices in respect of Consultancy fees for the year ended 30 April 2019 were omitted from trade creditors in error. iv) Legal fees in respect of listing fees were not accrued for which were subsequently invoiced during 2020. v) Balances due to/from one director were presented in receivables and payables in the prior year, these have been reclassified to be reflected as one net balance due to the director.

The prior year adjustment had no impact on the Statement of Cash Flows.

10. INVESTMENTS Shares in group undertakings £ COST As at 1 May 2019 312,674 Disposals (312,674)

At 30 April 2020 -

IMPAIRMENT As at 1 May 2019 (312,674) Reversal of impairments on disposal 312,674

At 30 April 2020 -

NET BOOK VALUE At 30 April 2020 -

At 30 April 2019 -

During the year, the Company disposed of its investments for the nominal sum of £1. The investments had been fully impaired in the prior year.

11. TRADE AND OTHER RECEIVABLES 2020 2019 as restated £ £ Current: Trade debtors - 4,795 Other debtors 21,692 10,250 Prepayments and accrued income 8,160 4,600

29,852 19,645

-31-

IamFire plc (Registered number: 07603259) Notes to the Financial Statements - continued for the year ended 30 April 2020 12. CASH AND CASH EQUIVALENTS 2020 2019 as restated £ £ Cash and cash equivalents 1,079 1,234

13. CALLED UP SHARE CAPITAL Allotted, issued and fully paid: Number: Class: Nominal 2020 2019 value: as restated £ £ 8,005,683 Ordinary £0.0025 20,014 511,837 2,047,350 Deferred £0.2475 506,719 -

526,733 511,837

5,958,333 Ordinary shares of £0.0025 each were allotted as fully paid at a premium of 0.0215 per share during the year.

On the 11 October 2019 the share capital of the company was reorganised through a consolidation and sub-division. The ordinary shares of £0.0025 were consolidated into new ordinary shares of £0.250 each on the basis of one new ordinary share for every 100 ordinary shares of £0.0025 each.

Each existing ordinary share with a par value of £0.250 was then subdivided into: - One ordinary share of £0.0025 each; and - One deferred share of £0.2475 each.

As a result of this the 204,735,000 Ordinary shares were consolidated and subdivided to 2,047,350 Ordinary shares and 2,047,350 Deferred shares.

On 23 October 2019 5,958,333 Ordinary shares were issued at a value of £0.024 per share generating proceeds of £143,000.

Ordinary: The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption

Deferred: The holders of Deferred shares shall not be entitled to receive any dividend or distribution and only be entitled to any repayment of capital on winding up once the holders of Ordinary shares have received £1,000,000 in respect of each Ordinary share held by them.

Ordinary: The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption

Deferred: The holders of Deferred shares shall not be entitled to receive any dividend or distribution and only be entitled to any repayment of capital on winding up once the holders of Ordinary shares have received £1,000,000 in respect of each Ordinary share held by them.

-32-

IamFire plc (Registered number: 07603259) Notes to the Financial Statements - continued for the year ended 30 April 2020 14. RESERVES Retained Share earnings premium Totals £ £ £ At 1 May 2019 (3,087,450) 2,231,786 (855,664) Prior year adjustment (90,362) - (90,362)

At 1 May 2019 as restated (3,177,812) 2,231,786 (946,026) Profit for the year 116,716 - 116,716 Share issue - 113,104 113,104

At 30 April 2020 (3,061,096) 2,344,890 (716,206)

Equity comprises the following: - Share capital: represents amounts subscribed for shares at nominal value. - Share premium: represents amounts subscribed for share capital, net of issue costs, in excess of nominal value. - Retained earnings: represents the accumulated profits and losses attributable to equity shareholders.

15. TRADE AND OTHER PAYABLES 2020 2019 as restated £ £ Current: Trade creditors 43,065 334,243 Other creditors 103,404 13,200 Accruals and deferred income 73,860 29,960 Directors' loan accounts 75 77,665

220,404 455,068

-32-

IamFire plc (Registered number: 07603259) Notes to the Financial Statements - continued for the year ended 30 April 2020 16. FINANCIAL INSTRUMENTS

The Company’s financial instruments comprise primarily cash and various items such as trade debtors and trade payables which arise directly from operations. The main purpose of these financial instruments is to provide working capital for the Company’s operations. The Company does not utilise complex financial instruments or hedging mechanisms.

Financial assets by category

2020

£

2019 as restated

£ Current Assets: Trade and other receivables (excluding prepayments) 21,692 15,045 Cash and cash equivalents 1,079 1,234 Categorised as financial assets at amortised cost 22,771 16,279

Financial liabilities by category

2020

£

2019 as restated

£ Current Liabilities (amortised cost): Trade and other payables (excluding accruals and deferred income) 146,544 425,108

All amounts are short term and payable in 0 to 3 months.

Credit risk

The maximum exposure to credit risk at the reporting date by class of financial asset was:

2020

£

2019 as restated

£ Trade and other receivables 21,692 15,045

-34-

IamFire plc (Registered number: 07603259) Notes to the Financial Statements - continued for the year ended 30 April 2020 16. FINANCIAL INSTRUMENTS - continued

Capital management

The Company considers its capital to be equal to the sum of its total equity. The Company monitors its capital using a number of key performance indicators including cash flow projections, working capital ratios, the cost to achieve development milestones and potential revenue from partnerships and ongoing licensing activities.

The Company’s objective when managing its capital is to ensure it obtains sufficient funding for continuing as a going concern. The Company funds its capital requirements through the issue of new shares.

Interest rate risk

The maximum exposure to interest rate risk at the reporting date by class of financial asset was:

2020

£

2019

as restated £

Bank balances 1,079 1,234

The nature of the Company’s activities and the basis of the funding are such that until a suitable target is acquired, the Company raises finance as and when required to meet its obligations as they fall due. The Company is not financially dependent on the income earned on these resources and therefore the risk of interest rate fluctuations is not significant to the business and the Directors have not performed a detailed sensitivity analysis.

All deposits are placed with main clearing banks, with ëAí ratings, to restrict both credit risk and liquidity risk. The deposits are placed for the short term, between one and three months, to provide flexibility and access to the funds.

Credit and liquidity risk

Credit risk is managed on a Company basis. Funds are deposited with financial institutions with a credit rating equivalent to, or above, the main UK clearing banks. The Company’s liquid resources are invested having regard to the timing of payment to be made in the ordinary course of the Company’s activities. All financial liabilities are payable in the short term (between 0 to 3 months) and the Company maintains adequate bank balances to meet those liabilities.

Currency risk

The Company operates in a global market with income and costs possibly arising in a number of currencies. The majority of the operating costs are incurred in £GBP. The Company does not hedge due to the Company incurring very few foreign currency denominated costs and thus the cost and time taken to hedge would be far greater than the benefit. The Company did not have foreign currency exposure at year end.

-35-

IamFire plc (Registered number: 07603259) Notes to the Financial Statements - continued for the year ended 30 April 2020 17. RELATED PARTY DISCLOSURES

In 2016 the Company received a loan from Noel Lyons of £70,000. Interest was accrued at 10% per annum and was repayable on demand. The amount outstanding at 30 April 2020 totalled £Nil (2019: £77,665), the balance was included within trade and other payables.

During the current year, the amounts due to Noel Lyons increased to £80,749 before it was written off as part of the Company entering a CVA agreement, which is recognised within other income.

Burns Singh Tennent-Bhohi is a director of the Company and Glenpani Group. During the year costs of £30,000 (2019: £Nil) were accrued for services provided. In addition, a success fee of £10,000 was received by Glenpani Group for support in raising funds, these costs are recognised directly in Share Premium.

At 30 April 2020 Burns Singh Tennent-Bhohi was owed £75 (2019: £Nil) by the Company.

Jeremy Ross is a director of the Company and during the year received a success fee of £5,000 was received for support in raising funds, these costs are recognised directly in Share Premium.

During the year Noel Lyons was a director of both the Company and Clean Invest Africa plc. During the year the Company received £8,610 from Clean Invest Africa plc in respect of rent. At the year end the amount due was £Nil (2019: £4,796). In addition, the fully impaired investments in group undertakings was disposed of to Noel Lyons on 11 October 2019 for total consideration of £1.

18. EVENTS AFTER THE REPORTING PERIOD

Please refer to the strategic report for full details on all events after the reporting date. 19. ULTIMATE CONTROLLING PARTY

The directors do not consider there to be an ultimate controlling party.

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IamFire plc (Registered number: 07603259) Notes to the Financial Statements - continued for the year ended 30 April 2020 20. SHARE-BASED PAYMENT TRANSACTIONS

The company occasionally issues share options and warrants to Directors and shareholders. They are settled in equity once exercised. Details of the number of share options/warrants and the weighted average exercise price (WAEP) outstanding during the year are as follows:

2019 Number WAEP £ Outstanding at beginning of year 26,750,000 0.0408 Issued - - Number vested & exercisable at 30 April 26,750,000 0.0408 2020 Number WAEP £ Outstanding at beginning of year 26,750,000 0.0408 Consolidation of shares (100:1) 11 October 2019 267,500 0.0408 Issued 3,000,000 0.0300 Number vested & exercisable at 30 April 3,267,500 0.0309

The Company uses the Black-Scholes method to calculate the value of the options in issue and the charge to make to profit to reflect the fair value of the options during the reporting period. Since all options are issued at or very close to the fair value at the time of grant, the value of any charge to make is entirely immaterial to the users of the financial statements and as such the Directors have decided not to reflect any charge in the financial statements.

The Company recognised total expenses of £nil (2019: £nil) related to share options accounted for as equity-settled share-based payment transactions during the year.

(i) Fair value of options granted

The assessed fair value at grant date of options granted during the year ended 30 April 2020 was £0.00169 (2019: £nil). The fair value at grant date is independently determined using the Black-Scholes model that takes into account the exercise price, the term of the option, the impact of dilution (where material), the share price at grant date and expected price volatility of the underlying share, the risk-free interest rate for the term of the option, and the correlations and volatilities of the peer group companies.

The model inputs for options granted during the year ended 30 April 2020 included: a) exercise price: £0.03 (2019 £0.06) b) grant date: 30 April 2020 (2019: 15 May 2017) c) expiry date: 30 April 2025 (2019: 15 May 2020) d) share price at grant date: £0.025 (2019 £0.002) e) expected price volatility of the company’s shares: 15% (2019: 15%) f) risk-free interest rate: 0.4% (2019: 0.51%)

The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.

Documents

Audited Results for the Year Ended 30.04.2020