The new Board of Directors Members, in force from August 2024, are willing to report to the The Tithe Value PLC’s shareholders and stake holder the Company actual situation and its future development after the recent resignation of all former Directors. The Board of Directors is grateful to Mr. Alfredo Villa for all the quality and endless work he performed, without any compensation, salary or benefit and wishes him all the best for his new personal endeavors.

1)     Former Company’s Activity

The Company was formed on June, 20 2016 under the name of Right of Reply Ltd, to develop the “Right of Reply Project” https://therightofreply.news/ and then it has incorporated the “Pay My Time Project” https://www.paymytime.com/pmt/

Those projects are still in the Company Assets and needs to be fully implemented.

On April 1st, 2016, the company was created as founder and mayor shareholder “The Reputation Exchange PLC” (Repx). https://www.therepx.com/

On March 14th, 2018, the company acquired the 51% of Bss-One a Romanian Software Company https://www.bss-one.ro/

From January 2019, all the Company time, energy and resources, were devoted to developing and growing Repx activity and this huge effort was performed till December 2021.

Then from January 2020, and even more from January 2022 our Company had no activities at all.

The Company from 2022 till the second Quarter 2024, being former year-end, must be consider a “Dormant Company” as per Section 480 of the 2006 Company Act

 

2)     Company activity since Q3, 2024, till 31/12/2024 new Company year end

Due to the poor performance of Repx and Bss-One, in which, we do not have any direct or indirect control and management, the Company decided to change its investment strategy and restoring operations with a new Board of Directors in place and with a new acquisition and fund-raising strategy and policy.

On June 5th, 2024, the Company acquired the 51% of the outstanding shares of Likex Ltd https://dpalladino1990.wixsite.com/likex/en an innovative UK Crypto and Asset Classes Company. The acquisition was paid for by issuing new company ordinary shares at 1 £ per share.

On June 6th, 2024, the Company acquired the 51% of the outstanding shares of Miffipay Ltd https://miffipay.com/ an innovative UK payment Company. The acquisition was paid for by issuing new company ordinary shares at 1 £ per share.

On various dates before May 7th, 2024, the company acquired the 41,84% of Beyond Engineering srl https://beyondengineering.eu/ and Italian engineering company that has developed an innovative Food Box for delivery. The acquisition was paid for by issuing new company ordinary shares at 1 £ per share.

Some new acquisitions are under discussion and expected to be closed with the proceeds of the next round of financing.

 

3)     Company’s Stakes and Participation in non-listed shares

As of today, the Company owns the following Stakes/Participations in the below non-listed companies.

The valuation of those stakes, being non-listed ones, is based on two different parameters: the acquisition cost and/or the expected market value.

 

Company

%

value

 

 

 

 

 

Bss-One

51%

200,000

as per market price and reduced from 2023 value

Likex Ltd

51%

1,000,000

at cost

Miffipay Ltd

51%

1,167,500

at cost

Beyond - Hotbox

41,8 %

705,470

at cost

Right of Reply

100%

100,000

at cost less amortization

Pay My Time

100%

100,000

at cost less amortization

 

 

 

 

 

 

£ 3’272’670

 

 

The company has also directly or indirectly the Intellectual Properties on 13 Patent Pending or Granted. The value of this intangible asset is fixed at a prudent £ 100’000.

4)     Company’s Stakes and Participation in listed shares

As of December 31st, 2024, the company was owing 2’460’000 shares in The Reputation Exchange PLC (Repx).

Repx shares are listed on Cyprus Stock Exchange (CSE) at a formal price of 11,30 Euro per share so, with a market value of our stake of £ 21’506.444.83

Since Repx inception in 2017 till June 2022, the Repx was successfully run by two of the Company former and actual Directors, namely Alfredo Villa and Francesco De Leo, that with the help of the former, top professional, Board of Directors, were obtaining an incredible growth and approved listing on London Stock Exchange Standard for more than 40 Mio Market Cap.

Since January 2022, due to a certain number of reasons and negative events, mainly the 5.5 Mio signed but unpaid equity subscription by some individual investors and some other happenings that still needs to be investigate, as defamation letters and communications, the Company Board of Directors decided to step down to be represented in the Repx Board of Directors and management.

From February 3th, 2023, with the last Repx AGM called by the former Repx Board of Directors controlled by our Company, we, while owning the majority of Repx, we ceased to have any control on Repx and a new Repx management.

Considering that we do foresee any Repx positive development and future, because Repx has actually no direction, no products in the pipeline, no technology, no innovation, no contracts with counterparts, a heavy debt position that is not negotiated, no provisional budget and any financial instrument to have the chance to raise some money and the needed one and no Annual General Meeting was called since February 3th, 2023, when called by one of our representatives, we are not in a position to express ourself about the real Repx value.

Based on this awkward situation, the new The Tithe Value PLC will try to solve after the expected AGM, as said we do not have any reasonable information on Repx, that will allow us to give a precise value of the shares we do own in Repx.

We have then decided that, considering the lack of information on Repx value, but at the same time considering that Repx is a PLC, is a listed company and has a fully audited Financials signed off by Repx Board of Directors in August 2024, that, to establish the value of our Repx shares, we must refer to this last Repx’s formal document.

Based on that document Repx have Negative Shareholder Equity so, for that reason we are obliged to devalue our Repx shares.

We do consider also that is highly necessary as major shareholder to oblige Repx to enter a formal Company Voluntary Arrangement and hire a Corporate Insolvency Managers, to obtain protection for Repx from its Creditors and then present a full restructuring plan to be approved by creditors and stakeholders.

Based on all the above considerations, The Tithe Value PLC Board of Directors has decided to devaluate even more the Repx shares at £ 0,50 per each Repx share, so devaluating our stake in Repx by 95%.

Considering that on our June 30, 2024, Financial, Repx stake, even if already largely in the latest years, with this additional devaluation have caused to our Company a loss of £ 4’379’960 in the Company actual value from June 30, 2024.

The Board of Directors members are willing anyhow to investigate the reason for the incredible failure of Repx, that was an extremely promising company and pursue everyone that was and is responsible for such poor results.

The Tithe Value PLC, under the advice and long desire of Mr. Villa, has decided to hire a top international advisory firm to pursue this investigation and to prepare full report on happened in Repx from inception till today, to be able to report to shareholders the true of the facts on what was happening and determine if there will be someone personally liable for having undermined the company.

Also, when a long expected Repx AGM is called, the Company will express its vote and propose a Company Voluntary Agreement, the hiring of an Insolvency Practitioner and present a full restructuring plan to be presented to all Repx Shareholders.

 

5)     Company’s Net Assets

The new Board of Directors would like to start this new course of operations in our company with a higher level of prudence. So, all the companies owned are valued at a very conservative value.

Based on the above principles of valuation and devaluation, the net Company Asset value is expected to be at 31/12/2024, equal to £ 4’502’454

 

6)     Company’s Liabilities and Debt short and long term

Short term the company has no major debt exposure, valuated in few dozens of thousands of Pounds.

On a long-term stance, the company must reimburse Capital and Interest on a certain number of shareholder’s loan. shareholders loans.

The repayment of those loans in full is the first and primary goal of the Company.

The overall, short and long term debt position of the Company is £ 882’557.

 

7)     Company’s Financials December 31/12/2024

Briefly, our Company, due to the Board of Directors Decision to devaluate Repx by 95% as prudential write-off, we registered for Year end 2024 a loss of £ 2’293’566.

Even with this hard and negative decision, the Company Shareholder Equity is still a positive one at £ 3’720’413, with a Net Asset Value per share of £ 0.57 per share (euro 0.68 per share).

The Company Asset after all amortization and depreciation are £ 4’502’454 and the Company Liabilities are £ 882’557.

The Company Assets cover the Company Liabilities with a ratio of 5 times.

 

8)     Company’s shareholders

The Tithe Value is a Public Limited Company with 6’534’970 shares outstanding and more than 70 shareholders.

Collectively the Board of Directors members have, directly or indirectly, 9.49% of the company and Just 3 shareholders have a stake over 5%

 

Board of Directors shares ownership:

 

 

Domenico Palladino

239'000 shares

3.66%

 Nilesh Jagatia (Secretary)

100'000 shares

1.53%

Fabio Verdacchi

50’000 shares

0.76%

Claudio Del Fante

24'000 shares

0.37%

Francesco De Leo

24'000 shares

0,37%

*Nadia Del Fante (Mr. Claudio Del Fante wife)

133'332 shares

2.04%

* Jade Jagata (Mr. Nilesh Jagatia daughter)

50’000 shares

0.76%

 

Shareholders with more than 5%

 

Cristina Uccelli

1'024'840 shares

15.68%

 RGA sagl

2'200'000 shares

33.66%

Oliver Baggi

360'000 shares

5.50%

 

RGA is representing 5 different Catholic Christian organization and if we do consider that another 500’000 shares (7,65%) are held directly by Charity Foundation, the Company ownership by charitable organization is 41,31%. None of the latter has any interest in this 41.31%. The Board of Directors, its relatives, shareholders over 5% and the Charitable Organization controls 72% of the Company.

The Company majority, or the 50,8%, is held by the Board of Directors and the charitable organization.

 

9)     Company’s 2025 Strategy and Goals

 The Tithe Value PLC new directions, that will be implemented by the new Board of Directors, have some main areas of interventions:

Control, manage and grow the profitable or promising stakes

The Company’s controls the majority of Miffipay Ltd, Likex Ltd and is the larger shareholder in Beyond Engineering srl. The Company will invest all the energy, effort and the liquidity necessary to actively control, manage and bring to full potential those companies. In the 31/12/2025 Financial the company will consolidate these 3 stakes into its Financials.

Total or partial sale or dismiss, of non-controlled or difficult to control majority stakes

The company owns, but does not control, having no representative in their Board of Directors or management nor any information, two majority stakes in The Reputation Exchange Plc and in BSS- One.

For The Tithe Value PLC, due to many different reasons we do foresee that those companies could not be properly managed or controlled. While for Repx the Company will propose to the next Repx AGM a full restructuring plan, to let Repx residual value to be preserved, even if the Repx value in our Financials has being brough down by 95% and while, for Bss-One sro, the new The Tithe Value PLC Board of Directors will investigate a proper actual value, we do consider that Miffipay Ltd, operating as Repx in the payment space , has an extraordinary higher probability to succeed than Repx.

Considering also that, regarding Bss-One, is difficult for us to actively manage and control a Company based in Romania, once launched the restructuring plan for Repx and investigate the Bss-One actual situation, those two majority stakes will be put on sale.

Repay all the existing short and long term debt

Thanks to the sale of the non-strategic asset, the Company short term goal is to become completely debt free in a way to concentrate all the efforts and newly raised liquidity to the company’s growth and increase value of its shares.

Develop Group's Products and Patents

The Tithe Value, directly or indirectly through the subsidiaries have a set of 18 innovative products, partially covered by 17 Patents, graded or pending. This potential great value is not reflected into our Financials and if provided with the due liquidity and working force to produce and launch those products in the market, that will be a complete game changing in the Company potential valuation in the near term.

Closing new acquisitions

The Company is already discussing some acquisitions in different industries.

The new Board is analyse those proposals with the goal to close all of some of them during the first six months of 2025. Those acquisition will be made also using the Company shares as payment methods reducing heavily the cash need to closing them. If closed, those acquisition will bring our company to a revenue expressed in some millions of Euros with positive EBITDA for the consolidated 31/12/2025 Financials

We have made some acquisition proposal to:

-        a company active in machine automation sector (IT)

-        a company active in quality fast food restaurant (ES)

-        a company active in luxury niche e-commerce (IT)

-        a company active in discount/gift card (UK)

10) Raise New Funds

The Company short term strategy is to raise, in 3 different step and timing, from a minimum of 200 K to maximum 3.2 Mio euro to achieve the above goals and to close the discussed acquisitions.

This fund rising will have 3 different tools, a Private Placement with some special condition to the actual shareholders, an Equity placement in conjunction with the Luxembourg Listing and a listed Loan Certificate (ACM).

First Round of Financing

The Company is launching a small Private palcement between known shareholders and investors for an ammount of 200'000 euro at special conditions and discounted price on the Company Net Asset Value per share. The use of proceeds will be: 

a)    Refresh our Company Web Site and overal market communication

 b)     Auditing the December 2024 Financials

c)     Preparing a third-party valuation on our Company and on its Business Plan

d)     Listing the Company in Luxembourg

e)     Filing the 2 new Patents and make the payment for keeping the old ones

f)      Launching the “Spending 4 Change” Campaign

g)     Launching the Likex Index APP

h)     Launching the Likex CH Stable Coin in the market

i)       Launching the $piccioli APP

j)       Launching the Lilex Crypto Exchange

Second Round of Financing 500’000 euros. Luxembourg Listing

Just after the close of the First Round, the company will launch a 500'000 euro Equity Placement for accredited and istitutional investors.

The expected listing price per share wil be into a range fron 1 euro to 1.20 euro per share.

Third Round of Financing for 2.5 Mio euro. Listed AMC

After the closing of the Second Round of Financing, the company will launch a 2.5 Mio euro ACM (Actively Managed Certificate) that's is a Convertendo 4% 3 Years Loan Instrument granted by the Company Assets.

11) Possible Future Scenarios

In case the company will not achieve the First and the second Round of Financing the Board of Directors will consider one of more of the following options to repay the outstanding loan and to give some value to our shareholders.

a)     Putting all of some of the company assets on sale

b)     Putting all the Company on sale

c)      Putting the Company in Voluntary liquidation

12) Legal Matters

As of today, there has nor there is, any legal procedure, criminal or administrative, against the Company or its actual and formed director in relation to all the Company activities.

Also, there are any legal complaints, letters, requests, statutory demands against the Company or its former and actual Directors related to their Company duties.

13) Chartiy Objectives

The Tithe Value PLC, since is inception and based on the will of the Founder, had a specific Charity structure that can be resumed as following:

-        41.3% of the Company Shares are held directly or indirectly by Authorized Charity Organizations and those shares were donated from the founder's one

-        The 10% of the Company yearly net profit after tax will be donated to some charitable project

-        The 10% of the net profit generated by the sale of some Company stakes will be donated to some charitable project