Half-year Report

RNS Number : 6487M

Intuitive Investments Group plc

25 May 2022

 

25 May 2022

Intuitive Investments Group plc

Interim report for the period from incorporation to 31 March 2022

Intuitive Investments Group plc (AIM: IIG) ("IIG" or the "Company"), a closed-end investment company focussed on the life sciences sector, announces its interim results for the six months to 31 March 2022.

Financial highlights

	31 March 2022	30 September 2021	31 March 2021	Flotation
Net Assets	12.33 million	8.14 million	7.90 million	7.59 million
Investments	10.40 million	5.74 million	3.93 million	NA
Cash	1.91 million	2.57 million	3.90 million	7.59 million
NAV per share	18.73p	20.14p	19.55p	18.78p
% Increase/(decrease) from previous period end	(6.96)%	2.99%	4.12%	NA

Operational highlights

· Acquisition of Touchless Innovation Limited, including the wholly owned subsidiary Touch-Less Hygiene UK Limited and the business and assets of Sanoserv International Franchising Limited (trading as Sanondaf) for the initial consideration of 28.8 million new ordinary shares and £1 million in cash.

· Subscription to raise £607,000 by the issue of 2.76 million new ordinary shares at a price of 22 pence per share, principally subscribed for by directors of IIG.

· Appointment of Julian Baines MBE as Non-Executive Chairman with David Evans moving to chair of the Investment Committee.

· Investment in Ocutec Limited, a private company in the late-stage portfolio at a cost of £250,000.

For further information, please contact:

Intuitive Investments Group plc	www.iigplc.com
Julian Baines, Non-Executive Chairman Robert Naylor, CEO	Via Walbrook PR
SP Angel Corporate Finance LLP - Nominated Adviser	[phone]
Jeff Keating / David Hignell / Kasia Brzozowska
Turner Pope Investments (TPI) Ltd - Broker	[phone]
Andrew Thacker / James Pope
Walbrook PR Limited - Media & Investor Relations	[phone] or  [e-mail]
Paul McManus/ Sam Allen	[phone] / [phone]

About Intuitive Investments Group plc

The Company is an investment company seeking to provide investors with exposure to a portfolio concentrating on fast growing and/or high potential Life Sciences businesses operating predominantly in the UK, continental Europe and the US, utilising the Board's experience and in particular that of the chairman of the Investment Committee, David Evans, to seek to generate capital growth over the long term for shareholders.

Chairman and Chief Executive's Report

We are pleased to present the interim report for Intuitive Investments Group plc, which covers the six months ended 31 March 2022. Overall, the period under review has been one of notable progress, particularly in the unquoted portfolio, with the acquisition of T ouchless Innovation Limited including the wholly owned subsidiary Touch-Less Hygiene UK Limited and the business and assets of Sanoserv International Franchising Limited (trading as Sanondaf) ("Sanondaf") and an investment into Ocutec Limited ("Ocutec"). The publicly traded portfolio, however, has not performed well, except for Light Science Technologies plc which at the period end was valued at £1.49 million, a premium to the £1 million we initially invested. We believe that the publicly traded portfolio is undervalued and in the medium-term there is the potential for good returns from these investments.

Evolution of strategy and acquisition of Sanondaf

As noted in our year end results, we found the interpretation of aspects of the regulatory framework had constrained our ability to take advantage of certain opportunities. Therefore, we shifted the Company's strategic focus to take larger stakes in companies, which was resoundingly endorsed by Shareholders at IIG's Annual General Meeting in December 2021.

We acquired Sanondaf in February 2022. The initial aggregate consideration for Sanondaf was the issue of 28.8 million new ordinary shares of 1 penny each ("Ordinary Share") and £1 million in cash, with deferred consideration of £900,000 payable six months from completion and an earn out of 30% of US profits for the three years from completion. The consideration shares were issued in two tranches, with the second tranche requiring a waiver under Rule 9 of the Code on Takeovers and Mergers. Again, with the support of Shareholders, we were able to achieve this via an accelerated Rule 9 waiver, which had the benefits of significant cost and time savings.

Sanondaf is by far the largest investment in IIG's portfolio, therefore we will provide separate updates by RNS as to this investment's progress.

Sanondaf is a market-leading provider of specialist disinfection and decontamination services operating in 10 countries and has 25 regional sites in the UK. Sanondaf's core technology is spraying and fogging of a hydrogen peroxide formula, which is administered as a dry vapour disinfection treatment which can be used on all electrical and electronic devices and all hard and soft furnishings safely, without causing damage or leaving any unsightly residue on the surfaces treated.

Sanondaf's strategy is to grow by increasing services to existing customers and focussing on specific sectors including life science, transport and heavy engineering. In addition, Sanondaf is developing a pipeline of innovative products around its fogging technology and an anatomical tissue processing technology. This growth strategy will be supported nationally by selling regional franchises in the UK and internationally by selling country master franchises globally. The strategic goal of Sanondaf is to become a market leader in professional decontamination, disinfection and anatomical waste management in the countries in which it operates, principally by organic growth.

As a franchise-based business, we believe sales and market share can be increased significantly without the need for large amounts of capital investment. However, we expect, in the short term, cash generated in Sanondaf will be used firstly to meet the deferred consideration of £900,000 payable to the vendors of the business and assets of Sanoserv International Franchising Limited and secondly to invest into Sanondaf's infrastructure, product development and working capital. As such there will not be distributions from Sanondaf to IIG in the near term.

Other unquoted investments

We also invested £250,000 in Ocutec, representing a 6.04%. interest in Ocutec's enlarged share capital, as part of a £1.36 million fundraising round. Ocutec has patented technology covering the formulation of novel contact lens products, contact lens comfort solutions and injection moulding technology for rapid manufacturing. Ocutec is based in Glasgow, and has been operating since 2006, having been spun out of the University of Strathclyde.

The unquoted portfolio continues, in the main, to be held at cost, plus accrued interest if applicable, or the valuation of the most recent investment round. Both Axol Bioscience Limited and Momentum Limited have raised additional capital, but this is at the same valuation as the round in which IIG participated and therefore there is no increase or decrease in valuation. We are aware of three investee companies currently raising capital which may provide an uplift in their valuations. Further details of the companies in the unquoted portfolio are contained at the end of this statement.

Publicly traded investments as 31 March 2022

	Valuation as at		Unrealised gain/(loss)
	31 March 2022	30 September 2021
	£	£	£
Evgen Pharma plc	76,344	126,955	(50,611)
Light Science Technologies Holding plc	1,491,344	1,406,060	85,284
Microsaic Systems plc	192,000	442,000	(250,000)
Midatech Pharma plc	44,450	91,000	(46,550)
Polarean Imaging plc	270,000	429,166	(159,166)
Shield Therapeutics plc	164,120	325,032	(160,912)
Trellus Health plc	82,663	294,984	(212,321)
Yourgene Health plc	127,428	221,889	(94,461)
Closing fair value	2,448,349	3,337,086	(888,737)

In the small cap healthcare sector, during the early part of the Covid-19 pandemic, we saw many fundraisings, inflated trading volumes and some valuations pushed to excessive levels, particularly those companies with a Covid-19 related exposure. We do not perceive that any of our investments achieved excessive valuations. The subsequent sell off has been indiscriminate, with many investors reducing their exposure to the sector. Inevitably our own portfolio has not been immune to this decline in the small cap healthcare sector. Overall, we believe that the publicly traded portfolio is undervalued and in the medium-term there is potential for excellent returns from these investments. In context, during the period under review the AIM All-Share (AXX) and Nasdaq Biotechnology (NBI) indices fell by 15.3% and 16.6% respectively and have continued to materially decline post the period end.

Financial performance

NAV per Ordinary Share at flotation: 18.78 pence; 30 September 2021: 20.14 pence; 31 March 2022: 18.73 pence. There are investment losses of £ 696,000 , comprising unrealised losses of £889,000, interest income from the convertible loan notes of £99,000, gains on realisation of publicly traded companies of £76,000 and management fee income of £18,000.

The structure of the Company is purposefully simple, and the administrative costs of the business were £195,000 for the period. Overall, the loss for the period was £717,000. Given the size of the Company, the Board does not propose to declare a dividend.

During the period there was a subscription to raise £607,000 by the issue of 2,759,091 new Ordinary Shares at a price of 22 pence per share, of which £423,000 was subscribed for by Directors of IIG.

Outlook

Given our current cash position and in the absence of realisations, we do not anticipate making new investments. We may make follow on investment in some of our existing investments. We are clearly focussed on realising value from our existing portfolio, in particular our investment in Sanondaf, which we perceive, in the medium term, will be the best driver of shareholder value. We look forward to updating you as to our progress.

Later stage investments

BioQ Pharma Incorporated ("BioQ") ( www.bioqpharma.com )

Investment of US$1 million by way of unsecured convertible loan notes and warrants, valued at cost plus accrued interest. 6.65% of NAV as at 31 March 2022.

BioQ is a well-established, commercial-stage, medical device and pharmaceutical company, addressing the infusible drugs market. BioQ's proprietary Invenious^TM platform comprises a "connect-and-go" drug-device system combination, which can be utilised to improve the delivery of infusible medicines. BioQ's platform includes a bespoke unit-dose delivery solution for infusible drugs, whereby a diluent delivery system and administration line are combined in one self-contained, ready-to-use presentation. The key benefits of the platform include reduced cost and complexity compared to current infusion techniques.

Ocutec Limited ("Ocutec") ( www.ocutec.com )

Investment of £250,000 in ordinary shares, held at fair value, for which cost is deemed the most appropriate basis of measurement. 2.03% of NAV as at 31 March 2022.

As noted above Ocutec has patented technology covering the formulation of novel contact lens products, contact lens comfort solutions and injection moulding technology for rapid manufacturing.

Touchless Innovations Limited ("Sanondaf") ( www.sanondaf.co.uk )

Investment of £5.3 million to acquire the entire issued share capital, held at fair value, for which cost is deemed the most appropriate basis of measurement. 43.11% of NAV as at 31 March 2022.

As noted above Sanondaf is a market-leading provider of specialist disinfection and decontamination services operating in 10 countries and has 25 regional sites in the UK. Treatments are non-corrosive, contain no toxic ingredients and Sanondaf's application methods ensure they are not harmful to people, animals or the environment. It is safe for use in all settings, including operating theatres, critical care units, and is CASA (Civil Aviation Safety Authority) approved. Sanondaf's disinfection formula has proven efficacy against pathogens, included, viruses, mould, bacteria and fungi.

Series A and B investments

Axol Bioscience Ltd ("Axol") ( www.axolbio.com )

Investment of £249,091 in A ordinary shares, held at fair value, for which cost is deemed the most appropriate basis of measurement. 2.02% of NAV as at 31 March 2022.

Axol produces high quality human cell products, particularly in relation to pluripotent stem cell (hiPSC) and critical reagents such as media and growth supplements, which are sold to medical research and drug discovery organisations. Axol also provides contract research for example customising cell lines for customers, such as reprogramming and differentiation. The Chairman of Axol is Jonathan Milner, who is the company's co-founder and was previously deputy chairman of Abcam plc.

CardiNor AS ("CardiNor") ( www.cardinor.com )

Investment of £125,002 in ordinary shares, held at fair value, for which cost is deemed the most appropriate basis of measurement. 1.01% of NAV as at 31 March 2022.

CardiNor is a Norwegian biotech company established in June 2015 to commercialise the development of secretoneurin ("SN"), an important new biomarker for cardiovascular disease ("CVD"). SN is the only biomarker shown to be associated with biological processes linked to cardiomyocyte handling. This unique biological function explains why SN presents as an independent and strong predictor of mortality in all major patient cohorts, including ventricular arrhythmia, acute heart failure, acute respiratory failure patients with CVD and severe sepsis. CardiNor has completed development of a research assay based on immunoassay technology to measure SN in blood and the assay is under further clinical development, including to obtain a CE mark.

The Electrospinning Company Ltd ("TECL") ( www.electrospinning.co.uk )

Investment of £500,000 in ordinary shares, held at fair value, for which cost is deemed the most appropriate basis of measurement. 4.06% of NAV as at 31 March 2022.

TECL has a technology platform built around the process of electrospinning, a technique for production of micro and nano-fibre biomaterials from a variety of natural and synthetic polymers, and a suite of post-processing technologies to convert the biomaterials into medical device components. The core business is the sale of product development and manufacturing services to medical device companies. TECL is also using its know-how to develop proprietary materials for targeted out-licensing opportunities, aiming to capture more of the end-market value created by its innovations and expertise.

Micrima Ltd ("Micrima") ( www.micrima.com )

Investment of £200,000 by way of convertible loan note held at fair value, for which cost is deemed the most appropriate basis of measurement. 1.75% of NAV as at 31 March 2022.

Micrima is a commercial stage company which has developed a new imaging method, the MARIA® system, based on radiofrequency technology to improve early diagnosis of breast cancer. Micrima has reached a significant development milestone with its novel breast imaging technology. Micrima is now set to embark on commercial launch.

Momentum Bioscience Ltd ("Momentum") ( www.momentumbio.co.uk )

Investment of £125,000 in preferred A ordinary shares, held at fair value, for which cost is deemed the most appropriate basis of measurement. 1.01% of NAV as at 31 March 2022.

Momentum is developing a revolutionary rapid diagnostic test for patients suspected of sepsis, an infection of the blood stream resulting in symptoms including a drop in a blood pressure, increase in heart rate and fever. Momentum's SepsiSTAT® system enables reporting of the presence or absence and 'pan gram identification' of viable organisms in just two hours, helping direct the right antimicrobials. The system also provides a pure concentrate of growing organisms for further analysis. Faster testing in suspected sepsis patients can reduce mortality, accelerate hospital discharge, lower hospital costs, and reduce pressure on antimicrobial resistance. SepsiSTAT® is a diagnostic test that runs from a sample of whole blood before any culturing steps are taken and is currently being studied in clinical practice with highly encouraging early results indicating competitive sensitivity versus the current standard of care. Over 120 million blood tests for sepsis are run annually representing a market potential of over £1 billion.

PneumoWave Ltd ("PneumoWave") ( www.pneumowave.com )

Investment of £350,000 in new ordinary shares, held at fair value, for which cost is deemed the most appropriate basis of measurement. 2.84% of NAV as at 31 March 2022.

The investment in PneumoWave allowed for the company to nominate a director to the board. Dr Stewart White, Chair of IIG's Advisory Panel was appointed director on 31 March 2021. All fees paid by PneumoWave are remitted to the company and shown as management fees in the statement of comprehensive income.

PneumoWave, which was incorporated in February 2018, is developing an innovative remote respiratory monitoring platform comprising a small, chest-worn biosensor and AI-driven data analysis/alerting software for the early detection, prediction, and prevention of adverse events in respiratory patients, both in hospitals and at home. In 2020, PneumoWave was awarded the Breakthrough Medical Device designation from the U.S. Food and Drug Administration for the development of the device, which is designed to monitor breathing in real-time to a clinical standard of care.

The specially designed wireless biosensor is one of the smallest available and transmits data to the cloud using a data hub or smartphone, alerting the patient, their household members, doctor, nurse, or emergency services where life-threatening changes occur. PneumoWave's technology will be able to accurately monitor large numbers of patients in any location at any time.

Intuitive Investments Group Plc

Statement of Comprehensive Income

For the 6 months to 31 March 2022  

		6 months to 31 March 2022 Unaudited		Period to 31 March 2021 Unaudited		Period to 30 September 2021 Audited
		£		£		£
Investment income
Finance income		98,954		29,981		110,344
Gains on realised investments		75,831		-		89,876
(Losses)/Gains on investments at fair value		(888,737)		422,220		821,214
Management Fees		18,141		-		34,084
		─		─		─
		(695,811)		452,201		1,055,518
Administrative expenses		(194,558)		(127,363)		(324,153)
		─		─		─
(Loss)/Profit before tax		(890,369)		324,838		731,365
Corporation tax		173,853		-		(170,447)
		─		─		─
(Loss)/Profit for the period		(716,516)		324,838		560,918
Other Comprehensive Income		-		-		-
		─		─		─
Total comprehensive income for the period		(716,516)		324,838		560,918
		═		═		═
Total comprehensive income attributable to the owners of the company		(716,516)		324,838		560,918
		═		═		═
Profit/(Loss) per share
Basic - pence	4	(1.49)p		0.80p		2.22p
Diluted - pence		(1.49)p		0.77p		2.22p
		═		═		═

Intuitive Investments Group Plc

Statement of Financial Position

As at 31 March 2022

	Notes	As at 31 March 2022 Unaudited	As at 31 March 2021 Unaudited	As at 30 September 2021 Audited
ASSETS		£	£	£
Non-current assets
Investments	5	10,398,155	3,933,074	5,737,353
Deferred tax asset		94,328	-	10,221
		─	─	─
		10,492,483	3,933,074	5,747,574
		─	─	─
CURRENT ASSETS
Trade and other receivables		42,530	91,294	42,345
Cash and cash equivalents		1,910,883	3,903,376	2,566,793
		─	─	─
		1,953,413	3,994,670	2,609,138
		─	─	─
TOTAL ASSETS		12,445,896	7,927,744	8,356,712
		═	═	═
EQUITY
Shareholders' Equity
Called up share capital	6	657,903	404,192	404,418
Deferred shares		47,500	47,500	47,500
Share premium		11,631,228	7,125,361	6,985,736
Other reserves		144,399	-	144,399
Accumulated profit/(loss)		(155,598)	324,838	560,918
		─	─	─
Total Equity		12,325,432	7,901,891	8,142,971
		─	─	─
LIABILITIES
Current liabilities
Trade and other payables		29,542	25,853	33,073
Non current liabilities
Deferred tax liabilities		90,922	-	180,668
		─	─	─
TOTAL LIABILITIES		120,464	25,853	213,741
		─	─	─
		─	─	─
TOTAL EQUITY AND LIABILITIES		12,445,896	7,927,744	8,356,712
		═	═	═
Net asset value per share		18.73p	19.55p	20.14p

Intuitive Investments Group Plc

Statement of Changes in Equity

For 6 months to 31 March 2022

	Called up Share Capital	Deferred Shares	Share Premium	Other Reserves	Retained Earnings	Total Equity
	£	£	£	£	£	£
Balance at 11 June 2020	-	-	-	-	-	-
Profit for the period	-	-	-	-	324,838	324,838
Issued share during the period	404,192	47,500	7,632,148	-	-	8,083,840
Finance costs	-	-	(506,787)	-	-	(506,787)
	─	─	─	─	─	─
Balance at 31 March 2021	404,192	47,500	7,125,361	-	324,838	7,901,891
Profit for the period	-	-	-	-	236,080	236,080
Warrants on admission	-	-	(144,399)	144,399	-	-
Issued share during the period	226	-	4,774	-	-	5,000
	─	─	─	─	─	─
Balance at 30 September 2021	404,418	47,500	6,985,736	144,399	560,918	8,142,971
Loss for the period	-	-	-	-	(716,516)	(716,516)
Issued share during the period	253,485	-	4,645,492	-	-	4,898,977
	─	─	─	─	─	─
	657,903	47,500	11,631,228	144,399	(155,598)	12,325,432
	─	─	─	─	─	─

Intuitive Investments Group Plc

Statement of Cash Flows

For the 6 months to 31 March 2022

	Notes	6 Months to 31 March 2022 Unaudited	Period to 31 March 2021 Unaudited	Period to 30 September 2021 Unaudited
		£	£	£
Profit/(loss) before tax from continuing operations		(890,369)	294,857	731,365
Adjusted by:
Interest income		(45,773)	-	(110,344)
Gain on disposal		-	-	(89,876)
Fair value movement		888,737	(422,220)	(821,214)
		─	─	─
		(47,405)	(127,363)	(290,069)
Changes in working capital
(Increase)/decrease in trade and other receivables		(185)	(91,294)	(42,345)
(Decrease)/increase in trade and other payables		(3,531)	25,853	33,073
		─	─	─
Net cash outflow from operating activities		(51,121)	(192,804)	(299,341)
Cash flows from investing activities
Purchase of investments	5	(1,349,805)	(3,480,873)	(5,055,770)
Proceeds from sale of investments		138,016	-	339,851
		─	─	─
Net cash (outflow)/inflow from investing activities		(1,211,789)	(3,480,873)	(4,715,919)
		─	─	─
Cash flows from financing activities
Net proceeds from share issues		607,000	7,577,053	7,582,053
		─	─	─
Net cash inflow from financing activities		607,000	7,577,053	7,582,053
		─	─	─
Increase/(decrease) in cash and equivalents		(655,910)	3,903,376	2,566,793
Cash and cash equivalents at beginning of year		2,566,793	-	-
		─	─	─
Cash and cash equivalents at end of year		1,910,883	3,903,376	2,566,793
		═	═	═

1.  General Information

Intuitive Investments Group Plc is a company incorporated and domiciled in England and Wales. The company is listed on the AIM market of the London Stock Exchange (ticker: IIG).

The financial information set out in this Half Yearly report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The group's statutory financial statements for the period ended 30 September 2021 were prepared under International Financial Reporting Standards ("IFRS").

Copies of the annual statutory accounts and the Half Yearly report can be found on the Company's website at http://www.iigplc.com/ .

2.  Basis of preparation

The principal accounting policies applied in the preparation of the financial information are set out below. These policies have been consistently applied.

Basis of preparation

The financial information of the Company has been prepared in accordance with International Financial Reporting Standards (IFRS), International Accounting Standards (IASs) and International Financial Reporting Interpretations Committee (IFRIC) interpretations (collectively 'IFRS') as adopted for use in the European Union and as issued by the International Accounting Standards Board and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the accounting policies and making any estimates. Changes in assumptions may have a significant impact on the financial statements in the period the assumptions changed. Board of Directors believe that the underlying assumptions are appropriate and that the financial statements are fairly presented. The Board of Directors believes, there are no areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, and therefore, these financial statements have limited disclosures.

3.   Significant accounting policies

Income recognition

(i)  Gains on realised investments

All purchases and sales of quoted investments are accounted for on the trade date basis. All purchases and sales of unquoted investments are accounted for on the date that the sale and purchase agreement becomes unconditional.

(ii)  Interest income

Interest income is recognised using the effective interest method. Interest income is interest earned on bank deposit accounts and loan notes and is included within the statement of comprehensive income.

(iii)  Management fees

The Company earns fee income from the monitoring fees from Investee Companies. Revenue is recognised at the fair value of the consideration received or receivable, excluding rebates. Fees earned for the provision of an ongoing service are recognised as that service is provided.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

(i)  Current tax

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.

Income tax is recognised in the income statement or in equity if it relates to items that are recognised in the same or a different period, directly in equity.

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities.

(ii)  Deferred tax

Deferred tax is provided, using the liability method, on temporary differences at the statement of financial position date between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carrying forward or unused tax assets and unused tax losses can be utilised.

3.   Accounting policies (continued)

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilised. Conversely, previously unrecognised deferred tax assets are recognised to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Investments

All investments are designated upon initial recognition as held at fair value through the profit and loss and are measured at subsequent reporting dates at fair value in accordance with IFRS 9.

Publicly traded securities will be valued by reference to their bid price or last traded price, if applicable, on the relevant exchange in accordance with the Association of Investment Companies' valuation guidelines and applicable accounting standards. Where trading in the securities of an Investee Company is suspended, the investment in those securities will be valued at the Chairman's estimate of its net realisable value. In preparing these valuations, the Company will take into account, where appropriate, latest dealing prices, valuations from reliable sources, comparable asset values and other relevant factors.

Fair values for unquoted investments, including convertible loan notes or investments for which the market is inactive, are established by using various valuation techniques in accordance with the International Private Equity and Venture Capital Valuation (the "IPEV") guidelines. These may include recent arm's length market transactions, the current fair value of another instrument which is substantially the same, discounted cash flow analysis and option pricing models. Where there is a valuation technique commonly used by market participants to price the instrument and that technique has been demonstrated to provide reliable estimates of prices obtained in actual market transactions, that technique is utilised.

Where an investment has been made recently, the Company may use cost as the best indicator of fair value. In such cases, any changes or events subsequent to the relevant transaction date would be assessed to ascertain if they imply a change in the investment's fair value. Such valuations prepared by the Investment Team will be approved by the Audit and Risk Committee at least twice a year. If the Board considers that any of the above bases of valuation are inappropriate in any case, or generally, it may adopt such other valuation procedures as it considers reasonable in the circumstances.

3.   Accounting policies (continued)

Other receivables and payables

Trade receivables and trade payables are measured at amortised cost.

Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held on call, together with other short term highly liquid investments which are not subject to significant changes in value and have original maturities of less than three months.

Share capital and reserves

Share capital: Represents the nominal value of equity shares. Share premium: The account represents the accumulated premium paid for shares issued in previous periods above their nominal value less issue expenses.

Retained Earnings

Represents the accumulated profits being the excess of income derived from holding investments less the costs associated with running the Company. This reserve may be distributed by way of dividends.

4 .  Earnings per Share

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

  Reconciliations are set out below:

	Period to 31 March 2022 Unaudited
Basic
Earnings attributable to ordinary shareholders	(716,516)
Weighted average number of shares	48,046,357
Earnings (Loss) per-share - pence	(1.49)p
	═
Diluted
Earnings attributable to ordinary shareholders	(716,516)
Weighted average number of shares	48,046,357
Earnings (Loss) per-share - pence	(1.49)p
	═

  As at 31 March 2022 there were 1,962,500 outstanding share warrants.

5 .  Investments

Cost		£
At 11 June 2020		-
Additions during the period		3,480,873
Revaluation at 31 March 2021		452,201
		─
At 31 March 2021		3,933,074
Additions during 6 months to 30 September 2021		1,574,897
Disposals		(249,975)
Accrued interest		110,344
Change in fair value		369,013
		─
At 30 September 2021		5,737,353
Additions during 6 months to 31 March 2022		5,641,782
Disposals		(136,016)
Accrued interest		43,773
Change in fair value		(888,737)
		─
		10,398,155
		═

6.  Share Capital

  Issued share capital comprises:

		Period to  to 31 March 2022 Unaudited	Period to  to 31 March  2021 Unaudited	Period to  to 31 September 2021 Audited
		£	£	£
Ordinary shares of 1p each		657,903	404,192	404,418
		─	─	─
		657,903	404,192	404,418
		═	═	═

During the period to 31 March 2022 the company issued ordinary shares of £0.01 each listed, as follows:

Date issued	Price	Type	Number
04/03/2022	£0.22	Placing	2,759,091
04/03/2022	£0.19	Vendor consideration	22,589,352
			─
			25,348,443
			═

7.  Post balance sheet events

On 25 February 2022, the Company announced it had acquired Touchless Innovation Limited in exchange for 28,863,636 new Ordinary Shares and £1 million in cash. The consideration shares were issued in two tranches. The second tranche of 6,274,284 consideration shares, were issued to Stuart White, the Chief Executive Officer of Touchless Innovation Limited on 26 April 2022.

 

END

 

 

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