Final Results, Posting of Accounts & Notice of AGM
5 September 2024
Insig AI plc
("Insig AI" or the "Company")
Final results for the year ended 31 March 2024
and
Posting of the Annual Report and Accounts and Notice of Annual General Meeting
Insig AI plc (AIM:INSG), the data science and machine learning solutions company and its subsidiaries (the "Group") is pleased to announce its results for the year ended 31 March 2024.
The Group's Annual Report & Accounts, along with the Company's Notice of Annual General Meeting ("AGM") will be posted to shareholders today and will be available shortly on the Group's website: www.insg.ai/investor-relations/. The AGM will be held at 1 Heddon Street, London, W1B 4BD on 30 September 2024 at 12:30 p.m.
Highlights
· Reduced adjusted EBITDA loss of £0.6 million from £2 million in the previous year
· Recognised by the FCA as a key contributor in its anti-greenwashing technology initiative
· New product launch of the Transparency and Disclosure Index
· In discussions with three of 'The Big Four' Accounting Practices
· In discussions with UK asset manager regarding partnering on a new fund launch
· Visibility of regulatory tailwinds
Richard Bernstein, CEO commented: "After a two year wait, we finally have visibility of regulatory tailwinds that should represent the compelling event in the nascent market of non-financial corporate disclosures. We are ideally positioned to benefit. Alongside our capabilities to structure data for clients to utilise AI, with improved execution, the coming months are set to bear fruit from our substantial investment."
For further information, please visit www.insg.ai or contact:
Insig AI plc richard.bernstein@insg.ai
Richard Bernstein (CEO)
Zeus (Nominated Adviser & Broker)
David Foreman / James Hornigold +44 (0)20 3829 5000
Chief Executive's Report
Dear Shareholders,
It is now three months since I became Chief Executive. I am also delighted that John Wilson has become Chairman. Set out below is my assessment of the performance of the business during the year ended 31 March 2024, together with an update on recent progress and of prospects. First, let me turn to the year ended 31 March 2024.
Financial headlines
In summary, we are reporting an operating loss before non-cash impairments of intangible assets of £2.2 million. This compares with an operating loss prior to impairment for the previous year of £4.8 million. Within the loss for the year, the non-cash expense of depreciation and amortisation was £1.6 million, resulting in an operating loss of £0.6 million prior to these non-cash charges. The equivalent loss for the previous year was £2.0 million.
Revenues for the year were £0.4 million as against £0.7 million in the year to March 2023.
The financial results reflect not only trading but some accounting standard led treatments of intangible assets, and loan notes which have a distorting impact on the optics of the results in my view. As I set out below, the financial year ended 31 March 2024 as well as the current financial year to date, represents a period of progress, right-sizing of the business and pleasingly, significantly improved relationships with several hopefully long term and significant prospective partners of Insig. Frustratingly however, these developing relationships did not yield significant revenues in the financial year ended 31 March 2024.
Following the conversion of £0.75 million of loan notes into equity, outstanding convertible loan notes reduced from £2.3 million to £1.5 million as at 31 March 2024.
Disposal of Sports in Schools Limited and The Elms Group Limited
Sports in Schools and Elms Group combined generated a profit before tax of approximately £210,085 (2023: £19,000). In November 2023, the Company's 85.87% owned subsidiary, Pantheon Leisure plc ("Pantheon"), entered into a sale agreement for Sports in Schools and Elms Group with Haygreen Limited for a total cash consideration payable of £0.3 million (the "Cash Consideration"). The joint profit before tax for Sport in Schools and Elms Group up to November 2023 was.
The directors of Pantheon Leisure plc, which previously held the Group's interest in Sports in Schools, have decided to proceed with striking off the company. The company no longer conducts any form of trade, has no recoverable assets or funds. Therefore, the Directors believe it appropriate to apply for strike off under s1003 of the Companies Act 2006. The Directors consider that the strike off proposal is in the best interests of the Company and its Shareholders as a whole. This will result in a reduction in legal and administrative costs.
In November 2023, I agreed to release security over my loan of £0.75 million to the Company and I converted the loan plus accumulated interest into 3,925,380 ordinary shares at 20p per share.
Successful equity funding
In April 2023, the Company announced that it had completed an equity subscription raising £0.9 million at 17p per share, and as part of which, I subscribed for £0.15 million.
Post period end, in April and May 2024, I subscribed to the Company for 1,250,000 shares at 20p. In June 2024, the Company successfully raised £0.81 million at 12.5p per share, with NR Holdings Limited becoming a new shareholder.
The report card for the year to 31 March 2024
In the first few months of the year under review, much of our resources were focussed on our data and technology collaboration agreement, working with the Financial Conduct Authority ("FCA"). In April 2023, we announced that we would be providing the data and software platforms to the FCA's 2023 TechSprint, known as the Global Financial Innovation Network's (GFIN) Greenwashing TechSprint. The GFIN Greenwashing TechSprint brought together 13 international regulators.
The goal of the project was to develop a tool or solution to help regulators tackle or mitigate the risks of greenwashing in financial services across the globe. The project focused on how technology, including AI and Machine Learning, can enable regulators and supervisors to verify that ESG-related product claims are accurate and complete and how technology can help monitor, collate, and identify examples of greenwashing.
Insig AI provided our data and technology platform for onboarding of partners and participants of the GFIN Greenwashing TechSprint. The core data set comprised our database of pdf and machine-readable corporate financial and ESG documents with entity mapping and sentence-level classification against 15 ESG issues.
Our endeavour was recognised last September, when the FCA publicly referred to Insig AI as a key contributor.
In October 2023, we announced the launch of The Transparency and Disclosure Index ("TDI"). Using evidence-based analysis of more than 200 million machine readable sentences from our corporate disclosure document repository, the TDI demonstrates what stakeholders and market participants require: how well a company is disclosing non-financial information and how transparent it is. Scoring highlights gaps that are actionable for each company to remedy.
The TDI framework is based on best practice principles behind the convergence of reporting standards. Reports are compared to best practice, benchmarking against peer groups, measuring website clarity and accessibility of documents. It highlights where the range of sustainability documents is considered excessive and flags where companies may be over-using certain keywords identified as being commonly used in greenwashing without evidence and are possibly misleading. Using our search tools and our machine learning database, users can perform a deep dive into every aspect of a multitude of disclosures. Whist the TDI is not seeking to accuse any company, in 2022, both Signature Bank and Home REIT were flagging material issues in terms of very poor transparency and disclosure.
Despite the Company's engagement with the FCA and launching of the Transparency and Disclosure Index, these efforts failed to translate into new business wins. As Chief Executive, my immediate priority on appointment was to identify why this was the case and to then implement the changes required to be able to translate efforts into commercial success.
In mitigation, there can be no doubt that over the last two years, the UK asset management industry has experienced a "bear market," with fund outflows and consequential budgetary pressures. Against this backdrop, investment decisions, particularly in new solutions, has become a casualty. Secondly, until there is regulation in place that requires certain compliance, there is no compelling event that necessitates a spend.
There have however, been some encouraging indicators recently that the UK asset management industry is beginning to recover and that this will result in an easing of budgetary constraints. Of more importance though is that from January 2025, for EU companies with more than 250 employees, the Corporate Sustainability Reporting Directive (CSRD) comes into force. Penalties for non-compliance include fines (in Germany up to 5% of turnover) and prison sentences for directors of up to five years. In the UK, the FCA's anti-greenwashing rules are already in force. In the US, climate related risk disclosures come into effect in January 2025.
It might be easy to attribute the lack of new business wins to the "bear market" and the delay in regulation. It is my assessment, this would not be accurate. "The fault, dear Brutus, is not in our stars but in ourselves," springs to mind. For too long, the business was engaging with people who were not authorised to make the spending decision. Furthermore, we could have been articulated the offering in a way that showed the benefits to prospective customers in my opinion and we could also have contacted a greater quantity of prospects. All these issues have now been identified: we are establishing clear measurable deliverables and setting specific timelines and performance reviews to monitor progress. Conversations with prospects are now focused solely on the benefit to that prospect, rather than how clever the technology is. Delivering on the core goals of the business is now fundamental. There will be further enhancements in the coming weeks and months, including improved marketing and new partnerships that can bring revenues by making available our products and services to new markets.
Where we are today
Let me set out what Insig AI has to offer. There are two distinct parts of the business. Firstly, a vast repository of corporate reports that enables regulators, corporates, asset managers and all market participants to access, interrogate and compare disclosures within and between companies. Our database uses the best of machine learning and AI tools in this area. Secondly, our ability to provide fast, accessible AI-ready data. Asset managers can gain insights into their holdings, manage risk and increase alpha. Insig AI can structure and centralise data making it secure whilst increasing the efficiency and productivity.
When I was appointed Chief Executive, I commented that sales cycles to large corporates for emerging technologies can take up to 18 months. This remains the case. The business is in detailed discussions with several prospects and given that our offering involves AI, in some cases, we are being told that the decision-making process involves multiple parties within an organisation.
Some of these discussions include a number of the Big 4 Accounting Practices. In the case of one of those firms, we have invested significant resources, including participating in a workshop with FTSE100 companies and been introduced as this firm's 'AI partner'. Our offering is able to benefit this firm's top line as well as reducing regulatory risk to many of its clients. Our solutions ought to be a 'no brainer'. Feedback has been very positive. However, procurement processes in these huge enterprises are extraordinarily lengthy and complex and lack the sense of urgency that we would expect. Whilst these timelines are incredibly frustrating, on success, they should convert into material, long-term substantial revenues.
Prospects
For the current year, we continue to expect to grow revenues. As importantly, we are working to convert ongoing discussions with potential strategic partners into commercial agreements that will enable their customers to access our machine learning capabilities.
Amongst these, we are now engaging with three of the "Big 4" Accounting Practices. We are also now in discussions with one of the "Big 3" Management Consultancy firms. Separately, we have been approached by one of the UK's largest financial PR advisors to assist in advising clients to comply with the new Corporate Sustainability Reporting Directive.
We are in dialogue with a UK asset manager with assets under management of more than £2 billion, with a view to partnering on a new fund launch. On the data science side, we are expecting to win a long-term contract with an asset manager who has indicated that it wants to work with us to improve its structured data as it rapidly expands and wins new mandates.
As Insig AI's largest shareholder and someone who has a track record of "skin in the game" in effecting positive change and delivering for stakeholders, I am as keen as any shareholder to report on tangible positive results as soon as possible. Operating in a hitherto nascent market has required patience.
Whether you own one share or one million shares, you are a part owner of this business. The legendary investor Warren Buffett has said that investors often focus on a daily share price movement rather than on making an objective assessment of the long-term prospects of a company and deciding what the business might be worth in the coming years.
I will do whatever it takes to ensure that the business delivers on both its ideal market positioning within corporate reporting and structured AI data and its significant commercial potential. Victory will not be achieved overnight: it requires thought, planning, strong execution and some patience. I regard our success as a matter of not if but when.
Richard Bernstein
Chief Executive Officer
5 September 2024
Consolidated statement of financial position
|
|
|
|
|
|
|
Note |
31 March 2024 £ |
31 March 2023 £ |
|
Non-Current Assets |
|
|
|
|
Property, plant and equipment |
12
|
5,652 |
37,648 |
|
Right of Use Assets |
13 |
- |
28,266 |
|
Intangible assets |
14 |
4,404,000 |
20,309,278 |
|
Investment in subsidiaries |
15 |
- |
- |
|
|
|
4,409,652 |
20,375,192 |
|
Current Assets |
|
|
|
|
Trade and other receivables |
16 |
104,740 |
719,840 |
|
Cash and cash equivalents |
17 |
37,847 |
280,584 |
|
|
|
142,587 |
1,000,424 |
|
Total Assets |
|
4,552,239 |
21,375,616 |
|
Non-Current Liabilities |
|
|
|
|
Lease liabilities |
19 |
- |
16,868 |
|
Deferred tax liabilities |
21 |
1,101,000 |
2,586,096 |
|
|
|
1,101,000 |
2,602,964 |
|
Current Liabilities |
|
|
|
|
Trade and other payables |
18 |
338,238 |
932,927 |
|
Lease liabilities |
19 |
- |
10,386 |
|
Convertible loan notes |
20 |
1,544,324 |
2,261,769 |
|
|
|
1,882,562 |
3,205,082 |
|
Total Liabilities |
|
2,983,562 |
5,808,046 |
|
|
|
|
|
|
Net Assets |
|
1,568,677 |
15,567,570 |
|
Equity attributable to owners of the Parent |
|
|
|
|
Share capital |
23 |
3,149,058 |
3,109,804 |
|
Share premium |
23 |
40,810,725 |
39,077,403 |
|
Other reserves |
25 |
516,015 |
377,381 |
|
Share based payments reserve |
24 |
2,485 |
18,845 |
|
Retained losses |
|
(42,880,866) |
(26,964,846) |
|
Equity attributable to shareholders of the parent parent company |
|
1,597,417 |
15,618,587 |
|
Non-controlling interests |
|
(28,740) |
(51,017) |
|
Total Equity |
|
1,568,677 |
15,567,570 |
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Parent Company Income Statement and Statement of Comprehensive Income. The loss for the Company for the year ended 31 March 2024 was £17,185,547 (31 March 2023: loss of £21,180,437).
The Financial Statements were approved and authorised for issue by the Board of Directors on 5 September 2024 and were signed on its behalf by:
Richard Bernstein
Chief Executive Officer
Consolidated statement of comprehensive income
|
|
|
||
|
Continued operations |
Note |
Year ended 31 March 2024 £ |
Year ended 31 March 2023 £ |
|
Revenue |
5 |
369,860 |
693,734 |
|
Cost of sales |
5 |
- |
(50) |
|
Gross profit |
|
369,860 |
693,684 |
|
Administrative expenses |
7 |
(2,562,208) |
(5,474,077) |
|
Other gains/(losses) |
9 |
(102,965) |
(15,796) |
|
Other income |
10 |
3,160 |
- |
|
Impairments |
14 |
(15,317,338) |
(16,558,296) |
|
Operating loss |
|
(17,609,491) |
(21,354,485) |
|
Finance income |
11 |
263 |
101 |
|
Finance costs |
11 |
(126,390) |
(80,072) |
|
Loss before income tax |
|
(17,735,618) |
(21,434,456) |
|
Tax credit/(charge) |
27 |
1,615,430 |
2,865,865 |
|
Loss for the year after income tax from continued operations |
|
(16,120,188) |
(18,568,591) |
|
Discontinued operations |
|
|
|
|
Profit for the year from discontinued operations (attributable to equity holders of the Parent) |
|
210,085 |
6,245 |
|
Group loss for the year |
|
(15,910,103) |
(18,562,346) |
|
Loss for the year attributable to owners of the Parent |
|
(15,932,380) |
(18,563,996) |
|
Profit/(Loss) for the year attributable to Non-controlling interests |
|
22,277 |
1,650 |
|
Basic and Diluted Earnings/(Loss) Per Share (expressed in pence per share) |
|
|
|
|
Continued operations |
|
(17.71)p |
(17.89)p |
|
Discontinued operations |
|
0.21p |
0.01p |
|
Total |
28 |
(17.50)p |
(17.88)p |
Consolidated statement of changes in equity
|
|
Note |
Share capital £ |
Share premium £ |
Share based payments reserve £ |
Other reserves £ |
Retained losses £ |
Total £ |
Non Controlling Interest £ |
Total
|
|
|
Balance as at 1 April 2022 |
|
3,109,804 |
39,077,403 |
17,240 |
325,583 |
(8,400,850) |
34,129,180 |
(52,667) |
34,076,513 |
|
|
Profit/(Loss) for the year |
|
- |
- |
- |
- |
(18,563,996) |
(18,563,996) |
1,650 |
(18,562,346) |
|
|
Other comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
Items that may be subsequently reclassified to profit or loss |
|
- |
- |
- |
- |
- |
- |
- |
- |
|
|
Total comprehensive loss for the year |
|
- |
- |
- |
- |
(18,563,996) |
(18,563,996) |
(1,650) |
(18,562,346) |
|
|
Share based payments |
|
- |
- |
1,605 |
- |
- |
1,605 |
- |
1,605 |
|
|
Equity component of CLN issued in period |
|
- |
- |
- |
51,798 |
- |
51,798 |
- |
51,798 |
|
|
Total transactions with owners, recognised directly in equity |
|
- |
- |
1,605 |
51,798 |
- |
53,403 |
- |
53,403 |
|
|
Balance as at 31 March 2023 |
|
3,109,804 |
39,077,403 |
18,845 |
377,381 |
(26,964,846) |
15,618,587 |
(51,017) |
15,567,570 |
|
|
Balance as at 1 April 2023 |
|
3,109,804 |
39,077,403 |
18,845 |
377,381 |
(26,964,846) |
15,618,587 |
(51,017) |
15,567,570 |
|
|
Profit/(Loss) for the year |
|
- |
- |
- |
- |
(15,932,380) |
(15,932,380) |
22,277 |
(15,910,103) |
|
|
Other comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
Items that may be subsequently reclassified to profit or loss |
|
- |
- |
- |
- |
- |
- |
- |
- |
|
|
Total comprehensive loss for the year |
|
- |
- |
- |
- |
(15,932,380) |
(15,932,380) |
22,277 |
(15,910,103) |
|
|
Expired options |
|
- |
- |
(16,360) |
- |
16,360 |
- |
- |
- |
|
|
Equity component of CLN issued in period |
|
- |
- |
- |
138,634 |
- |
138,634 |
- |
138,634 |
|
|
Issue of shares |
|
39,254 |
1,733,322 |
- |
- |
- |
1,772,576 |
- |
1,772,576 |
|
|
Total transactions with owners, recognised directly in equity |
|
39,254 |
1,733,322 |
(16,360) |
138,634 |
16,360 |
1,911,210 |
- |
1,911,210 |
|
|
Balance as at 31 March 2024 |
|
3,149,058 |
40,810,725 |
2,485 |
516,015 |
(42,880,866) |
1,597,417 |
(28,740) |
1,568,677 |
|
|
|
|
|
|
|||||
|
|
Note |
Share capital £ |
Share premium £ |
Share based payments reserve £ |
Other reserves £ |
Retained losses £ |
Total equity £ |
|
|
Balance as at 1 April 2022 |
|
3,109,804 |
39,077,403 |
17,240 |
325,583 |
(3,508,817) |
39,021,213 |
|
|
Loss for the year |
|
- |
- |
- |
- |
(21,180,437) |
(21,180,437) |
|
|
Total comprehensive loss for the period |
|
- |
- |
- |
- |
(21,180,437) |
(21,180,437) |
|
|
Share based payments |
|
- |
- |
1,605 |
- |
- |
1,605 |
|
|
Equity component of CLN issued in the period |
|
- |
- |
- |
51,798 |
- |
51,798 |
|
|
Total transactions with owners, recognised directly in equity |
|
- |
- |
1,605 |
51,798 |
- |
53,403 |
|
|
Balance as at 31 March 2023 |
|
3,109,804 |
39,077,403 |
18,845 |
377,381 |
(24,689,254) |
17,894,179 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1 April 2023 |
|
3,109,804 |
39,077,403 |
18,845 |
377,381 |
(24,689,254) |
17,894,179 |
|
|
Loss for the year |
|
- |
- |
- |
- |
(17,185,547) |
(17,185,547) |
|
|
Total comprehensive loss for the year |
|
- |
- |
- |
- |
(17,185,547) |
(17,185,547) |
|
|
Expired options |
|
- |
- |
(16,360) |
- |
16,360 |
- |
|
|
Equity component of CLN issued in the period |
|
- |
- |
- |
138,634 |
- |
138,634 |
|
|
Issue of shares |
|
39,254 |
1,733,322 |
- |
- |
- |
1,772,576 |
|
|
Total transactions with owners, recognised directly in equity |
|
39,254 |
1,733,322 |
(16,360) |
138,634 |
16,360 |
1,911,210 |
|
|
Balance as at 31 March 2024 |
|
3,149,058 |
40,810,725 |
2,485 |
516,015 |
(41,858,441) |
2,619,842 |
|
Consolidated statements of cash flows
|
|
Note |
|
31 March 2024 £ |
31 March 2023 £ |
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
(Loss)/profit before income tax |
|
|
(15,910,103) |
(18,562,346) |
|
|
Adjustments for: |
|
|
|
|
|
|
Depreciation and amortisation |
|
|
1,578,916 |
2,839,889 |
|
|
Disposal of PPE |
|
|
(650) |
- |
|
|
Share based payments |
23 |
|
- |
1,605 |
|
|
Impairments |
|
|
15,317,338 |
16,558,296 |
|
|
Net finance (income)/costs |
|
|
130,546 |
81,518 |
|
|
Gain on disposal of subsidiaries |
|
|
(164,300) |
|
|
|
Provision for deferred tax liabilities |
|
|
(1,485,096) |
(1,573,992) |
|
|
Changes in working capital: |
|
|
|
|
|
|
(Increase)/Decrease in trade and other receivables |
|
|
394,606 |
(433,296) |
|
|
Increase/(Decrease) in trade and other payables |
|
|
(160,651) |
121,131 |
|
|
Net cash used in operating activities |
|
|
(299,394) |
(967,195) |
|
|
Cash flows from investing activities |
|
|
|
|
|
|
Sale/(Purchase) of property, plant and equipment |
12 |
|
837 |
(8,788) |
|
|
Purchase of intangible assets |
14 |
|
(1,020,516) |
(1,456,436) |
|
|
Net cash from disposal of subsidiaries |
|
|
187,204 |
- |
|
|
Net cash used in investing activities |
|
|
(832,475) |
(1,465,224) |
|
|
Cash flows from financing activities |
|
|
|
|
|
|
Proceeds from issue of share capital |
|
|
900,000 |
- |
|
|
Proceeds from Borrowings |
|
|
- |
2,250,000 |
|
|
Repayment of leasing liabilities |
|
|
(10,868) |
(10,387) |
|
|
Net cash generated from financing activities |
|
|
889,132 |
2,239,613 |
|
|
Net decrease/(increase) in cash and cash equivalents |
|
|
(242,737) |
(192,806) |
|
|
Cash and cash equivalents at beginning of year |
|
|
280,584 |
473,390 |
|
|
Cash and cash equivalents at end of year |
17 |
|
37,847 |
280,584 |
Notes to the financial statements
1. General information
Insig AI plc is a public company limited by shares, domiciled and incorporated in England and Wales and its activities are as described in the Strategic Report.
These financial statements are prepared in pounds sterling being the currency of the primary economic environment in which the Group operates.
2. Summary of significant accounting policies
The principal Accounting Policies applied in the preparation of these Consolidated Financial Statements are set out below. These Policies have been consistently applied to all the periods presented, unless otherwise stated.
2.1. Basis of preparation of Financial Statements
The Group and Company Financial Statements have been prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006. The Group and Company Financial Statements have also been prepared under the historical cost convention.
The Financial Statements are presented in Pound Sterling rounded to the nearest pound.
The preparation of Financial Statements in conformity with UK adopted International Accounting Standards (IAS) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Group and Company Financial Statements are disclosed in Note 4.
2.2. New and amended standards
The following amendments to standards have become effective for the first time for annual reporting periods commencing on 1 January 2023 and have been adopted in preparing these financial statements:
|
Standard |
|
Impact on initial application |
|
Effective date |
|
IAS 1 (Amendments) and IFRS Practice Statement 2 |
|
Disclosure of Accounting Policies |
|
1 January 2023 |
|
IAS 8 (Amendments) |
|
Definition of Accounting Estimate |
|
1 January 2023 |
|
IAS 12 Income Taxes (Amendments) |
|
Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction |
|
1 January 2023 |
The adoption of these amendments had no material impact on the financial statements.
At the date of approval of these financial statements, the following amendments to IFRS which have not been applied in these financial statements were in issue, but not yet effective, until annual periods beginning on 1 January 2024:
|
Standard |
|
Impact on initial application |
|
Effective date |
|
IAS 7 (Amendments) and IFRS 7 |
|
Supplier Finance Arrangements |
|
1 January 2024 |
|
IAS 1 (Amendments) |
|
Classification of Liabilities as Current or Non-Current |
|
1 January 2024 |
|
IFRS 16 (Amendments) |
|
Lease Liability in a Sale and Leaseback |
|
1 January 2024 |
|
IAS 1 (Amendments) |
|
Presentation of Financial Statements |
|
1 January 2024 |
|
IAS 1 (Amendments) |
|
Non-Current Liabilities with Covenants |
|
1 January 2024 |
|
IAS 21 (Amendments) |
|
Lack of Exchangeability |
|
1 January 2024 |
*Subject to endorsement by the UK
2.3. Basis of Consolidation
The Consolidated Financial Statements consolidate the financial statements of the Company and its subsidiaries made up to 31 March 2024. Subsidiaries are entities over which the Group has control. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
· The contractual arrangement with the other vote holders of the investee;
· Rights arising from other contractual arrangements; and
· The Group's voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the period are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
Investments in subsidiaries are accounted for at cost less impairment within the parent company financial statements. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by other members of the Group. All significant intercompany transactions and balances between Group enterprises are eliminated on consolidation.
2.4. Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable, and represent amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. Under IFRS 15 there is a five-step approach to revenue recognition which is adopted across all revenue streams. The process is:
· Step 1: Identify the contract(s) with a customer;
· Step 2: Identify the performance obligations in the contract;
· Step 3: Determine the transaction price;
· Step 4: Allocate the transaction price to the performance obligations in the contract; and
· Step 5: Fees are recognised once the work is completed and provided to the client.
The Group has two types of revenue streams being machine learning and data services and sports activities.
Machine learning and Data services revenue comprises of:
1. ESG Research Tool
Fees are recognised as the agreed work is conducted.
2. Machine Readable Data
Fees are recognised as the agreed work is conducted.
3. Bespoke Data Science Solutions
Charged on a project basis and includes work related to data migration, design fees, communication fees and technological services. The fees are recognised as the agreed work in conducted.
For the services detailed above, revenue is recognised and invoiced in accordance with milestones agreed within each contract with the customer, which can vary on a case-by-case basis. In all scenarios, the revenue is recognised in accordance with the provision of the agreed services provided or, where the quantum and timing of the services can be difficult to predict, rateable over the period of the agreement. Depending on the client, invoices can be monthly, quarterly or ad-hoc. Invoices can be adjusted in situations where the agreed scope of work is exceeded or additional work is applied.
Up until the sale of Sport in Schools, sports activities revenue was recognised once performance obligations have been satisfied and work is completed with payment due in advance of the performance obligations. Under the Group's standard contract terms, customers may be offered refunds for cancellation of sports and leisure activities. It is considered highly probable that a significant reversal in the revenue recognised will not occur given the consistent low level of refunds in prior years.
2.5. Going concern
The preparation of financial statements requires an assessment on the validity of the going concern assumption. The Directors have reviewed projections for a period of at least 12 months from the date of approval of the financial statements as well as potential opportunities. Any potential short falls in funding have been identified and the steps to which Directors are able to mitigate such scenarios and/or defer or curtail discretionary expenditures should these be required have been considered. The directors have noted in their going concern assessment that the convertible loan notes provided to the Company are due for repayment on 30 September 2025 and the Company has forecast the receipt of a research and development refund in the coming months.
In approving the financial statements, the Board have recognised that there is a material uncertainty. This conclusion was reached after an in-depth review of the current sales position of the Group, as well as the uncertainty surrounding the forecasted sales pipeline of the Group. Therefore, operational results continue at a loss as the Group is not cash generative. The financial statements do not include any adjustments that may arise in the event of the Group not being a going concern. However, having made enquiries and considered the uncertainties outlined above, the Directors have a reasonable expectation that the Group will continue to be able to raise finance as required over this period to enable it to continue in operation and existence for the foreseeable future. Accordingly, the Board believes it is appropriate to adopt the going concern basis in the preparation of the financial statements.
2.6. Foreign currencies
(a) Functional and presentation currency
Items included in the Financial Statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The functional currency of the UK parent entity and UK subsidiaries is Pounds Sterling, The Financial Statements are presented in Pounds Sterling which the Company's functional and Group's presentational currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
2.7. Intangible assets
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets and liabilities of subsidiary entities at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill which is recognised as an asset is reviewed for impairment at least annually. Any impairment is recognised immediately in the statement of comprehensive income and is not subsequently reversed.
For the purpose of impairment testing, goodwill is allocated to each of the Group's cash generating units expected to benefit from synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.
On disposal of a subsidiary, associate or jointly controlled entity, the amount of goodwill is included in the determination of the profit or loss on disposal.
Goodwill arising on acquisitions before the date of transition to IFRS's has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date.
Development costs are expensed in arriving at the operating profit or loss for the year unless the Directors are satisfied as to the technical, commercial and financial viability of individual project. In this situation, the expenditure is recognised as an asset and is reviewed for impairment on an annual basis. Amortisation is provided on all development costs to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight line basis at the following annual rates:
Technology assets - 7 years straight line
Development costs - 7 years straight line
Customer relationships - 13 years straight line
Databases - 7 years straight line
2.8. Investments in subsidiaries
Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.
2.9. Property, plant and equipment
Property, Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight line basis at the following annual rates:
Plant and Equipment - 25% and 10% straight line
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. If an impairment review is conducted following an indicator of impairment, assets which are not able to be assessed for impairment individually are assessed in combination with other assets within a cash generating unit.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within 'Other (losses)/gains' in the Income Statement.
2.10. Impairment of non-financial assets
Assets that have an indefinite useful life, for example, intangible assets not ready to use, and goodwill, are not subject to amortisation and are tested annually for impairment. Property, plant and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
2.11. Financial Instruments
Financial assets and financial liabilities are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are only offset and the net amount reported in the consolidated statement of financial position and income statement when there is a currently enforceable legal right to offset the recognized amounts and the Group intends to settle on a net basis or realise the asset and liability simultaneously.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company's business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets
All Group's recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.
Classification of financial assets
Financial assets that meet the following conditions are measured subsequently at amortised cost using the effective interest rate method:
• the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solelypayments of principal and interest on the principal amount outstanding.
The Company classifies the following financial assets at fair value through profit or loss (FVPL):
• debt instruments that do not qualify for measurement at either amortised cost (see above) or FVOCI;
• equity investments that are held for trading; and
• equity investments for which the entity has not elected to recognised fair value gains and losses through OCI.
The Group does not hold any financial assets that meet conditions for subsequent recognition at fair value through other comprehensive income ("FVTOCI").
Impairment of financial assets
The Group recognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
Financial liabilities
The classification of financial liabilities at initial recognition depends on the purpose for which the financial liability was issued and its characteristics. All purchases of financial liabilities are recorded on trade date, being the date on which the Group becomes party to the contractual requirements of the financial liability. Unless otherwise indicated the carrying amounts of the Group's financial liabilities approximate to their fair values.
The Group's financial liabilities consist of financial liabilities measured at amortised cost and financial liabilities at fair value through profit or loss.
Financial liabilities measured subsequently at amortised cost
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held for trading, or (iii) designated as at FVTPL, are measured subsequently at amortised cost using the effective interest method. The Group's financial liabilities measured at amortised cost comprise convertible loan notes, trade and other payables, and accruals.
The effective interest method is a method of calculating the amortised cost of a financial asset/liability and of allocating interest income/expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash receipts/payments through the expected life of the financial asset/liability or, where appropriate, a shorter period.
Convertible loan notes
On issue of a convertible loan, the fair value of the liability component is determined by discounting the contractual future cash flows using a market rate for a non-convertible instrument with similar terms. This value is carried as a liability on the amortised cost basis unless is designated as a Fair Value Through Profit and Loss ("FVTPL") at inception.
Financial instruments designated as FVTPL are classified in this category irrevocably at inception and are derecognised when extinguished. They are initially measured at fair value and transaction costs directly attributable to their acquisition are recognised immediately in profit or loss. Subsequent changes in fair values are recognised in the income statement with profit or loss.
Equity instruments are instruments that evidence a residual interest in the assets of an entity after deducting all of its liabilities. Therefore, when the initial carrying amount of a compound financial instrument is allocated to its equity and liability components, the equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. The value of any derivative features (such as a call option) embedded in the compound financial instrument other than the equity component (such as an equity conversion option) is included in the liability component.
Derecognition of financial liabilities
A financial liability (in whole or in part) is recognised when the Group has extinguished its contractual obligations, it expires or is cancelled. Any gain or loss on derecognition is taken to the income statement.
2.12. Leases
The Group leases certain property, plant and equipment.
The lease liability is initially measured at the present value of the lease payments that are not paid. Lease payments generally include fixed payments less any lease incentives receivable. The lease liability is discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. The Group estimates the incremental borrowing rate based on the lease term, collateral assumptions, and the economic environment in which the lease is denominated. The lease liability is subsequently measured at amortized cost using the effective interest method. The lease liability is remeasured when the expected lease payments change as a result of new assessments of contractual options and residual value guarantees.
The right-of-use asset is recognised at the present value of the liability at the commencement date of the lease less any incentives received from the lessor. Added to the right-of-use asset are initial direct costs, payments made before the commencement date, and estimated restoration costs. The right-of-use asset is subsequently depreciated on a straight-line basis from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in lease liabilities, split between current and non-current depending on when the liabilities are due. The interest element of the finance cost is charged to the Statement of Profit and Loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Assets obtained under finance leases are depreciated over their useful lives. The lease liabilities are shown in Note 19.
Exemptions are applied for short life leases and low value assets, with payment made under operating leases charged to the Consolidated Statement of Comprehensive Income on a straight-line basis of the period of the lease.
2.13. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.
2.14. Equity
Equity comprises the following:
· "Share capital" represents the nominal value of the Ordinary shares;
· "Share Premium" represents consideration less nominal value of issued shares and costs directly attributable to the issue of new shares;
· "Treasury shares" are the portion of shares that a company keeps in its own treasury. These can be gifted or purchased.
· "Other reserves" represents the merger reserve, revaluation reserve and share option reserve where;
o "Merger reserve" represents the difference between the fair value of an acquisition and the nominal value of the shares allotted in a share exchange;
o "Share option reserve" represents share options awarded by the group;
· "Retained earnings" represents retained losses.
2.15. Share capital and share premium
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity, as a deduction, net of tax, from the proceeds provided there is sufficient premium available.
2.16. Share based payments
The Group operates a number of equity-settled, share-based schemes, under which the Group receives services from employees or third party suppliers as consideration for equity instruments (options and warrants) of the Group. The fair value of the third party suppliers' services received in exchange for the grant of the options is recognised as an expense in the Income Statement or charged to equity depending on the nature of the service provided. The value of the employee services received is expensed in the Income Statement and its value is determined by reference to the fair value of the options granted:
· including any market performance conditions;
· excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period); and
· including the impact of any non-vesting conditions (for example, the requirement for employees to save).
The fair value of the share options and warrants are determined using the Black Scholes valuation model.
Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense or charge is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the Income Statement or equity as appropriate, with a corresponding adjustment to a separate reserve in equity.
When the options are exercised, the Group issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the options are exercised.
2.17. Taxation
Corporation tax is the main tax that a limited company must pay based on their profits, in addition to any gains from the sale of assets. For the year ended 31 March 2024, corporation tax is calculated as 25% of a company's profit for the year. No current tax is yet payable in view of the losses to date.
Deferred tax is recognised for using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets (including those arising from investments in subsidiaries), are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be used.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply to the period when the deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets and liabilities are not discounted.
2.18. Discontinued operations
Discontinued operations define the parts of a Group Company that are sold, shut down, or no longer operational during the financial year of the Group. The financial performance of discontinued operations is presented separately to the Group in the consolidated statement of income, and the statement of cash flows.
2.19. Research and development
Expenditure on research activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding is recognised in the income statement as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique products controlled by the Group are recognised as intangible assets where the following criteria are met:
- It is technically feasible to complete the asset so that it will be available for use;
- Management intends to complete the asset and use or sell it;
- There is an ability to use or sell the asset;
- It can be demonstrated how the asset will generate probable future economic benefits;
- Adequate technical, financial and other resources to complete the development and to use or sell the asset are available; and
- The expenditure attributable to the asset during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the asset include the product development employee costs and an appropriate portion of relevant overheads. Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
3. Financial risk management
3.1. Financial risk factors
The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. None of these risks are hedged.
Risk management is carried out by the management team under policies approved by the Board of Directors.
Market risk
The Group is exposed to market risk, primarily relating to interest rate and foreign exchange. The Group has not sensitised the figures for fluctuations in interest rates and foreign exchange as the Directors are of the opinion that these fluctuations would not have a significant impact on the Financial Statements at the present time. The Directors will continue to assess the effect of movements in market risks on the Group's financial operations and initiate suitable risk management measures where necessary.
Credit risk
Credit risk arises from cash and cash equivalents as well as loans to subsidiaries and outstanding receivables. Management does not expect any losses from non-performance of these receivables. The amount of exposure to any individual counter party is subject to a limit, which is assessed by the Board.
The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.
Impairment provisions for loans to subsidiaries are recognised based on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. At year end it was assessed credit risk was low due to future profits forecast therefore no provision was required.
For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised. At year end all receivables were less than 60 day outstanding and deemed highly likely to be received therefore no provision was required.
Liquidity risk
In keeping with similar sized groups, the Group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed. With exception to deferred taxation, financial liabilities are all due within one year.
3.2. Capital risk management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, to enable the Group to continue its activities, and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the issue of shares or sell assets to reduce debts.
The Group defines capital based on the total equity of the Company. The Group monitors its level of cash resources available against future activities and may issue new shares in order to raise further funds from time to time.
4. Critical accounting estimates and judgements
The preparation of the Financial Statements in conformity with the requirements of the Companies Act 2006 obliges management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the period.
Estimates and judgements are regularly evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Items subject to such estimates and assumptions, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial years, include but are not limited to:
Impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which the goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. The carrying amount of goodwill is the deemed cost on first time application of UK Adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006.
Details of the carrying value of goodwill at the period end and the impairment review assessment are given in Note 14.
Impairment of intangible assets
The Company follows the guidance of IAS 36 to determine when impairment indicators exist for its intangible assets. When impairment indicators exist, the Company is required to make a formal estimate of the recoverable amount of its intangible assets. This determination requires significant judgement. In making this judgement, management evaluates external and internal factors, such as significant adverse changes in the technological market, economic or legal environment in which the Company operates as well as the results of its ongoing development programs. Management also considers the carrying amount of the Company's net assets in relation to its market capitalisation as a key indicator. For the year ended 31 March 2024, future sales forecasts related to the intangible assets of the Company were taken into consideration when finalising the impairment value. Further details of the impairment of intangible assets are included in note 14.
Capitalised development costs
Development costs incurred in building the Group's key platform for future expansion have been capitalised in accordance with the requirements of IAS38. The majority of these costs consist of salary expenses to which an estimated proportion of development time has been applied. Salary expenses are capitalised because the work done is expected to lead to future economic benefits for the Group. The proportion of salary expenses that are capitalised is based on the judgement of management, taking IAS38 into account after reviewing how much each employee contributes to the Company's development projects respectively.
Investment in Subsidiaries
The Company considers the recoverability of the investment in subsidiaries to be a key area of judgment, and this is held at its carrying amount which is expected to be recovered from the subsidiary. The directors believe that the investment in subsidiaries balance at year end is recoverable based on the directors' expectation around the potential that the subsidiaries have to generate sufficient economic benefits in the foreseeable future.
The investment in subsidiaries includes loans as detailed in note 15. The loans are considered recoverable by management, and the investments made have been impaired in line with their level of recoverability.
Subsidiary investments are also reviewed to decide on whether impairments will be required, based on the valuation of the subsidiary's assets. Such impairments that occurred during the year are detailed in note 15.
Going Concern
As discussed more fully in the in the Strategic Report, these financial statements have been prepared on the going concern basis. This approach is based on management's judgement that cashflow requirements for the continued development can be achieved through operating activities and additional fundraising if required.
5. Segment information
Business segments are identified according to the different trading activities in the Group.
During the year, the Group's trading segments were machine learning and data services representing revenue of £369,860 (2023: £693,734) and its sports and leisure activities, comprising sports tuition at schools representing its revenue of £928,807 (31 March 2023: £1,398,427 ). All revenue was generated in the UK. The sport and leisure activities were discontinued during the year as a result of the subsidiaries that provided this service being disposed in November 2023. Consequentially, the revenue recognised from the sport and leisure activities is representative of the period April to November 2023.
|
31 March 2024 |
|
Machine learning and Data services £ |
Sport in Schools £ |
Total £ |
|
Revenue |
|
369,860 |
928,807 |
1,298,667 |
|
Cost of sales |
|
- |
(498,890) |
(498,890) |
|
Administrative expenses |
|
(2,562,208) |
(374,496) |
(2,936,704) |
|
Other gains/(losses) |
|
(102,965) |
164,093 |
61,128 |
|
Other income |
|
3,160 |
384 |
3,544 |
|
Finance income |
|
263 |
822 |
1,085 |
|
Finance costs |
|
(126,390) |
(4,156) |
(130,546) |
|
Impairments |
|
(15,317,338) |
- |
(15,317,338) |
|
Profit/(Loss) before tax per reportable segment |
|
(17,735,618) |
216,564 |
(17,519,054) |
|
Additions to intangible assets |
|
1,020,516 |
- |
1,020,516 |
|
Reportable segment assets |
|
4,552,239 |
- |
4,552,239 |
|
Reportable segment liabilities |
|
2,983,562 |
- |
2,983,562 |
|
31 March 2023 |
|
Machine learning and Data services £ |
Sport in Schools £ |
Total £ |
|
Revenue |
|
693,734 |
1,398,427 |
2,092,161 |
|
Cost of sales |
|
(51) |
(732,915) |
(732,966) |
|
Administrative expenses |
|
(5,484,356) |
(640,413) |
(6,124,769) |
|
Other gains/(losses) |
|
(15,796) |
(7,572) |
(23,368) |
|
Other income |
|
1,291,873 |
444 |
1,292,317 |
|
Finance income |
|
101 |
- |
101 |
|
Finance costs |
|
(81,518) |
- |
(81,518) |
|
Impairments |
|
(16,558,296) |
- |
(16,558,296) |
|
Profit/(Loss) before tax per reportable segment |
|
(20,154,309) |
17,971 |
(20,136,338) |
|
Additions to intangible assets |
|
1,456,436 |
- |
1,456,436 |
|
Reportable segment assets |
|
20,809,036 |
566,580 |
21,375,616 |
|
Reportable segment liabilities |
|
5,544,528 |
263,518 |
5,808,046 |
|
|
|
|
|
|
6. Revenue
|
31 March 2024 |
|
Machine learning and Data services £ |
Sport in Schools £ |
Total £ |
|
Revenue |
|
369,860 |
928,807 |
1,298,667 |
|
31 March 2023 |
|
Machine learning and Data services £ |
Sport in Schools £ |
Total £ |
|
Revenue |
|
693,734 |
1,398,427 |
2,092,161 |
Lodbrok Capital LLP were the only customer that accounted for over 10% of the Group's revenue for the year, contributing £179,675 (2023: Lodbrok Capital LLP - £334,657).
7. Administrative expenses - continued operations
|
|
|
|
|
|
|
Year ended 31 March 2024 - continued operations £ |
Year ended 31 March 2023 - Group £ |
|
|
|
|
|
|
|
Employee salaries and costs |
82,150 |
1,374,989 |
|
|
Director remuneration |
258,521 |
351,828 |
|
|
Office and expenses |
24,821 |
152,481 |
|
|
Travel & subsistence |
18,738 |
47,587 |
|
|
Professional & consultancy fees |
335,791 |
635,774 |
|
|
IT & Software |
- |
81,902 |
|
|
Subscriptions |
99,280 |
291,281 |
|
|
Insurance |
82,144 |
106,719 |
|
|
Depreciation and amortisation |
1,554,998 |
2,839,889 |
|
|
Share option expense |
- |
1,605 |
|
|
Exchange related costs |
94,191 |
67,452 |
|
|
Other expenses |
11,574 |
173,262 |
|
|
Total administrative expenses |
2,562,208 |
6,124,769 |
|
Of the above Group staff costs, £711,605 (31 March 2023: £1,167,769 ) has been capitalised in accordance with IAS 38 as development costs and are shown as an intangible addition in the year.
Services provided by the Company's auditor and its associates
During the year, the Group (including overseas subsidiaries) obtained the following services from the Company's auditors and its associates:
|
|
Group |
|
|
|
Year ended 31 March 2024 £ |
Year ended 31 March 2023 £ |
|
Auditors' remuneration |
80,300 |
70,500 |
8. Employee benefit expense
|
|
Group |
|
Company |
||
|
Staff costs (excluding Directors) |
Year ended 31 March 2024 £ |
Year ended 31 March 2023 £ |
|
Year ended 31 March 2024 £ |
Year ended 31 March 2023 £ |
|
Salaries and wages |
183,887 |
2,081,959 |
|
- |
- |
|
Social security costs |
46,043 |
305,479 |
|
- |
- |
|
Pension contributions |
20,987 |
128,743 |
|
- |
- |
|
Other employment costs |
1,973 |
13,668 |
|
- |
- |
|
|
252,890 |
2,529,849 |
|
- |
- |
The average monthly number of employees for the Group during the year was 109 (31 March 2023: 112) and the average monthly number of employees for the Company was nil (31 March 2023: nil).
Of the above Group staff costs, £711,605 (31 March 2023: £1,167,769 ) has been capitalised in accordance with IAS 38 as development costs and are shown as an intangible addition in the year.
There were no employees in the Company apart from Directors whose remuneration is disclosed in Note 26.
9. Other gains/(losses)
|
|
Group |
|
|
|
Year ended 31 March 2024 £ |
Year ended 31 March 2023 £ |
|
Continued operations |
|
|
|
Other Losses |
(17,450) |
23,368 |
|
Modification of convertible loan notes |
(96,374) |
- |
|
Other gains |
10,859 |
- |
|
Other gain/(losses) |
(102,965) |
23,368 |
|
Discontinued Operations |
|
|
|
Profit on disposal of subsidiary |
164,300 |
- |
|
Other Losses |
(207) |
- |
|
Other gain/(losses) |
61,128 |
23,368 |
10. Other operating income
|
|
Group |
|
|
|
Year ended 31 March 2024 £ |
Year ended 31 March 2023 £ |
|
Continued operations |
|
|
|
Sale of equipment |
3,160 |
444 |
|
|
3,160 |
444 |
|
Discontinued operations |
|
|
|
Other income |
386 |
- |
|
|
3,546 |
- |
11. Finance income/(costs)
|
|
Group |
|
|
|
Year ended 31 March 2024 £ |
Year ended 31 March 2023 £ |
|
Continued operations |
|
|
|
Interest received from cash and cash equivalents |
263 |
101 |
|
Discontinued operations |
|
|
|
Interest received from cash and cash equivalents |
822 |
- |
|
Finance income |
1,085 |
101 |
|
Continued operations |
|
|
|
Loan interest |
(126,390) |
(81,518) |
|
Discontinued operations |
|
|
|
Loan interest |
(4,156) |
- |
|
Finance Costs |
(130,546) |
(81,518) |
12. Property, plant and equipment
|
Group |
|
|||
|
|
Plant and equipment £ |
Total £ |
||
|
Cost |
|
|
||
|
As at 1 April 2022 |
206,329 |
206,329 |
||
|
Additions |
10,616 |
10,616 |
||
|
Acquired upon acquisition |
(54,332) |
(54,332) |
||
|
As at 31 March 2023 |
162,613 |
162,613 |
||
|
As at 1 April 2023 |
162,613 |
162,613 |
||
|
Additions |
2,323 |
2,323 |
||
|
Disposals |
(135,566) |
(135,566) |
||
|
As at 31 March 2024 |
29,370 |
29,370 |
||
|
Depreciation |
|
|
||
|
As at 1 April 2022 |
140,665 |
140,665 |
||
|
Charge for the year |
23,593 |
23,593 |
||
|
Acquired upon acquisition |
(39,293) |
(39,293) |
||
|
As at 31 March 2023 |
124,965 |
124,965 |
||
|
As at 1 April 2023 |
124,965 |
124,965 |
||
|
Charge for the year |
23,980 |
23,980 |
||
|
Disposal |
(125,227) |
(125,227) |
||
|
As at 31 March 2024 |
23,718 |
23,718 |
||
|
Net book value as at 31 March 2023 |
37,648 |
37,648 |
||
|
Net book value as at 31 March 2024 |
5,652 |
5,652 |
||
All tangible assets shown above are assets in use by the Group's subsidiary undertakings.
13. Right of use Assets
|
Group |
|
|
|||
|
|
Right of Use leases £ |
Total £ |
|||
|
Cost |
|
|
|||
|
As at 1 April 2022 |
154,180 |
154,180 |
|||
|
Additions |
- |
- |
|||
|
Disposal |
- |
- |
|||
|
As at 31 March 2023 |
154,180 |
154,180 |
|||
|
As at 1 April 2023 |
154,180 |
154,180 |
|||
|
Additions |
- |
- |
|||
|
Disposal |
(154,180) |
(154,180) |
|||
|
As at 31 March 2024 |
- |
- |
|||
|
Depreciation |
|
|
|||
|
As at 1 April 2022 |
115,635 |
115,635 |
|||
|
Charge for the year |
10,279 |
10,279 |
|||
|
Disposal |
- |
- |
|||
|
As at 31 March 2023 |
125,914 |
125,914 |
|||
|
As at 1 April 2023 |
125,914 |
125,914 |
|||
|
Charge for the year |
6,481 |
6,481 |
|||
|
Disposal |
(132,395) |
(132,395) |
|||
|
As at 31 March 2024 |
- |
- |
|||
|
Net book value as at 31 March 2023 |
28,266 |
28,266 |
|||
|
Net book value as at 31 March 2024 |
- |
- |
|||
Right of Use Assets represent leasehold premises from which the Group operates in relation to its sports and leisure activities.
All right of use assets shown above are assets in use by the Group's subsidiary undertakings.
The right of use assets were disposed of as part of the sale of Sport in Schools and Elms Group that took place on 14 November 2023. As a result, they are no longer recognised by the Group.
14. Intangible assets
Intangible assets comprise goodwill and development costs.
|
|
|
|
|
|
|
|
|
|
Assets - Cost and Net Book Value |
Goodwill £ |
Development costs £ |
Technology assets £ |
Customer relationships £ |
Databases £ |
Total £ |
|
|
Cost |
|
|
|
|
|
|
|
|
As at 1 April 2022 |
21,621,803 |
1,085,000 |
16,385,727 |
1,207,000 |
1,094,000 |
41,393,530 |
|
|
Additions |
- |
1,456,436 |
- |
- |
- |
1,456,436 |
|
|
As at 1 April 2023 |
21,621,803 |
2,541,436 |
16,385,727 |
1,207,000 |
1,094,000 |
42,849,966 |
|
|
Additions |
- |
1,020,516 |
- |
- |
- |
1,020,516 |
|
|
As at 31 March 2024 |
21,621,803 |
3,561,952 |
16,385,727 |
1,207,000 |
1,094,000 |
43,870,482 |
|
|
Amortisation |
|
|
|
|
|
|
|
|
As at 1 April 2022 |
- |
(1,085,000) |
(1,964,556) |
(74,724) |
(52,095) |
(3,176,375) |
|
|
Amortisation |
- |
(537,328) |
(2,018,000) |
(94,404) |
(156,285) |
(2,806,017) |
|
|
Impairment |
(11,655,908) |
(919,108) |
(2,742,498) |
(355,162) |
(885,620) |
(16,558,296) |
|
|
As at 1 April 2023 |
(11,655,908) |
(2,541,436) |
(6,725,054) |
(524,290) |
(1,094,000) |
(22,540,688) |
|
|
Amortisation |
- |
(31,587) |
(1,442,714) |
(74,155) |
- |
(1,548,456) |
|
|
Disposal/write-off |
(60,000) |
- |
- |
- |
- |
(60,000) |
|
|
Impairment |
(9,905,895) |
- |
(5,122,663) |
(288,780) |
- |
(15,317,338) |
|
|
As at 31 March 2024 |
(21,621,803) |
(2,573,023) |
(13,290,431) |
(887,225) |
(1,094,000) |
(39,466,482) |
|
|
Net book value 2023 |
9,965,895 |
- |
9,660,673 |
682,710 |
- |
20,309,278 |
|
|
Net book value 2024 |
- |
988,929 |
3,095,296 |
319,775 |
- |
4,404,000 |
|
As part of the disposal of Sport in Schools and Elms Group in November 2023, goodwill of £60,000 was disposed of.
Development costs are predominantly capitalised staff costs associated with enhancements to the technology being developed by Insig Partners Limited. The Group's technology, customer relationships and database technology are acquired from the acquisitions undertaken during the period.
Goodwill is recognised when a business combination does not generate cash flows independently of other assets or groups of assets. As a result, the recoverable amount, being the value in use, is determined at a cash-generating unit (CGU) level.
These CGUs represent the smallest identifiable group of assets that generate cash flows. The CGUs are deemed to be the assets within the operating units. Each CGU to which goodwill is allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes.
The total intangible value in use for each CGU, incorporating goodwill and the intangible asset value, is determined using discounted cash flow projections derived from the total historical revenue profile of each identifiable CGU. The assumptions which are applied to each CGU including the useful economic life are set out in Note 2.7.
The Directors of the Group now assess Insig AI Plc as a one whole CGU. This is due to the Group's revenues not being largely independent of each other. Therefore, they are not individually identifiable as assets which generate cash inflows, but instead as a group.
The key assumptions for the value in use calculations are those regarding growth rates particularly in respect of the growth in revenue and discount rates. The discount rate is reviewed annually to take into account the current market assessment of the time value of money and the risks specific to the cash generating units and rates used by comparable companies. The discount rate used to calculate the value in use is 27.5%. The long term growth rate used for the terminal value calculation was 2%. Impairments of intangible assets are sensitive to changes in forecasted revenue and changes in the discount rate, which are depicted in the tables below. As a result, management has scrutinised the probable economic benefit of the intangible assets based on revenue forecasts produced, to apply appropriate impairments where necessary.
Sensitivity test - Impairments
|
|
Group |
|
|
2024 |
|
Impact on impairment |
£ |
|
+10% Revenue |
933,000 |
|
-10% Revenue |
(933,000) |
|
|
Group |
|
|
2024 |
|
Impact on impairment |
£ |
|
+5% Discount rate |
1,209,000 |
|
-5% Discount rate |
(1,908,00) |
The tables above reflect the sensitivity of the Company's impairments to changes in revenue and the discount rate. A 10% change in revenue will either increase or decrease the impairment by £933,000 (depending on if it is an increase or decrease). A 5% increase in the discount rate increases the impairment by £1,209,000, and reduces the impairment by £1,908,000 if the discount rate reduces by 5%.
An impairment review of the Group's development costs, technology, customer relationships and database technology is carried out on an annual basis. The recoverable amounts of the cash-generating units are determined from value in use calculations. The key assumptions for the value in use calculations are those regarding forecast revenues, discount rates and operating costs. Management have considered the following elements:
(i) Based on current assessments of the Insig Partners activities made by the Directors, they consider that whilst revenues are forecast to grow in 2024 and exponentially grow from 2025-2027, these forecasts are reduced from previous forecasts prepared.
(ii) The reduction of activities in Insig Data have led to the Directors assessing the need for an impairment.
(iii) Operational costs are monitored and controlled
Following their assessment, the Directors concluded an impairment charge of £15,317,338 (2023: £16,558,296) was necessary for the year ended 31 March 2024 due to the reduced future sales forecast following the Company's sales performance in the current and prior years.
15. Investments in subsidiary undertakings
|
|
Company |
|
|
Shares in Group Undertakings |
Investment in subsidiaries |
Loans to Group Undertakings |
|
Cost |
|
|
|
31 March 2023 |
15,594,537 |
4,788,599 |
|
Additions |
- |
217,535 |
|
Impairment |
(15,594,537) |
- |
|
31 March 2024 |
- |
5,006,134 |
|
|
Company |
|
|
Shares in Group Undertakings and Group Loans |
NBV 31 March 2024 £ |
NBV 31 March 2023 £ |
|
Cost |
|
|
|
Insig Partners |
- |
15,594,537 |
|
Insig Data |
- |
- |
|
Loans to Group undertakings |
4,075,827 |
4,788,599 |
|
Total |
4,075,827 |
20,383,136 |
Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.
Although Insig Data's trading activity remained stagnant during the year, it hasn't ceased its trade.
The Company has provided a guarantee in respect of the outstanding liabilities of the subsidiary companies listed below in accordance with Section 479A - 479C of the Companies Act 2006 as these subsidiary companies of the Group are exempt from the requirements of the Companies Act 2006 relating to the audit of the accounts by virtue of Section 479A of this Act.
During the year, £15,594,537 of the investment held in Insig Partners was impaired after review from Management. This impairment was determined after comparing the total investment value of £15,594,537 with the value in use total. There was also an impairment of the intangible assets held within Insig Partners. This was applied as a result of a revised forecast dated from March 2024 to March 2030. The revised sales expected for the Company's products and cost base led to a reduced enterprise value of Insig Partners' intangible assets.
During the year, the loans granted to Insig Partners by Insig AI plc were partially impaired by £930,307. These impairments were agreed based on the recoverability of the loans, after taking the net assets of the subsidiary into account.
Subsidiaries
The following companies were subsidiaries at the balance sheet date and the results and year end position of these companies have been included in these consolidated financial statements.
|
Name of subsidiary |
Registered office address |
Country of incorporation and place of business |
Proportion of ordinary shares held (%) |
Nature of business |
|
Insig Partners Limited |
6 Heddon Street, London, W1B 4BT |
United Kingdom |
100% |
Artificial Intelligence |
|
Westside Sports Limited |
6 Heddon Street, London, W1B 4BT |
United Kingdom |
100% |
Holding company |
|
Insight Capital Consulting Limited** |
6 Heddon Street, London, W1B 4BT |
United Kingdom |
100% |
Artificial Intelligence |
|
Insig Data Limited |
6 Heddon Street, London, W1B 4BT |
United Kingdom |
100% |
Artificial Intelligence |
|
Ultimate Player Limited |
6 Heddon Street, London, W1B 4BT |
United Kingdom |
100% |
Dormant |
|
Pantheon Leisure Plc * |
6 Heddon Street, London, W1B 4BT |
United Kingdom |
85.87% |
Activities of head office |
* Shares held indirectly through Westside Sports Limited
** Shares held indirectly by Insig Partners Limited
The data for the disposed subsidiaries are not included in the balance sheet. The profit and loss figures for the disposed subsidiaries are included within the statement of profit and loss, under the "discontinued operations" heading. This data represents Sport in Schools' and The Elms Group's performance up to the date of disposal, which was 14 November 2023.
16. Trade and other receivables
|
|
Group |
|
Company |
||
|
Current |
31 March 2024 £ |
31 March 2023 £ |
|
31 March 2024 £ |
31 March 2023 £ |
|
Trade receivables |
77,250 |
125,030 |
|
- |
- |
|
Amounts due from subsidiary undertakings |
- |
- |
|
230,853 |
106,864 |
|
Prepayments |
27,067 |
38,498 |
|
27,067 |
26,749 |
|
VAT receivable |
- |
- |
|
8,809 |
18,086 |
|
Research and development receivable |
- |
542,000 |
|
- |
- |
|
Other receivables |
423 |
14,312 |
|
- |
- |
|
Total |
104,740 |
719,840 |
|
266,729 |
151,699 |
The ageing of trade receivables is as follows:
|
|
|
Group |
|
|
|
|
As at 31 March 2024 £ |
As at 31 March 2023 £ |
|
Up to 3 months |
|
77,250 |
125,030 |
|
Total |
|
77,250 |
125,030 |
|
|
|
Company |
|
|
|
|
As at 31 March 2024 £ |
As at 31 March 2023 £ |
|
Up to 3 months |
|
- |
- |
|
Total |
|
- |
- |
17. Cash and cash equivalents
|
|
Group |
|
Company |
||
|
|
31 March 2024 £ |
31 March 2023 £ |
|
31 March 2024 £ |
31 March 2023 £ |
|
Cash at bank and in hand |
37,847 |
280,584 |
|
14,459 |
3,749 |
18. Trade and other payables
|
|
Group |
|
Company |
|||
|
|
31 March 2024 £ |
31 March 2023 £ |
|
31 March 2024 £ |
31 March 2023 £ |
|
|
Trade payables |
139,722 |
266,978 |
|
116,883 |
149,346 |
|
|
Accruals |
108,860 |
371,056 |
|
71,735 |
233,290 |
|
|
Deferred income |
- |
50,000 |
|
- |
- |
|
|
Other payables |
24,482 |
4,852 |
|
1,967 |
- |
|
|
Taxes and social security |
65,174 |
240,041 |
|
2,264 |
- |
|
|
|
338,238 |
932,927 |
|
192,849 |
382,636 |
|
The ageing of trade and other payables is as follows:
|
|
|
Group |
|
||||
|
|
|
As at 31 March 2024 £ |
As at 31 March 2023 £ |
||||
|
Up to 3 months |
|
231,637 |
170,849 |
||||
|
3 to 6 months |
|
- |
296,448 |
||||
|
6 to 12 months |
|
90,101 |
- |
||||
|
Over 12 months |
|
16,500 |
- |
||||
|
Total |
|
338,238 |
467,297 |
||||
|
|
|
|
|
||||
|
|
|
Company |
|
|
|||
|
|
|
As at 31 March 2024 £ |
As at 31 March 2023 £ |
|
|||
|
Up to 3 months |
|
115,121 |
83,012 |
|
|||
|
3 to 6 months |
|
- |
66,333 |
|
|||
|
6 to 12 months |
|
77,726 |
- |
|
|||
|
Total |
|
192,847 |
149,346 |
|
|||
|
|
|
|
|
|
|||
19. Leases and borrowings
|
|
Group |
Company |
||
|
|
31 March 2024 |
31 March 2023 |
31 March 2024 |
31 March 2023 |
|
|
£ |
£ |
£ |
£ |
|
Not later than one year: |
|
|
|
|
|
Convertible loan note |
1,544,324 |
2,261,769 |
1,544,324 |
2,261,769 |
|
Right of use liability |
- |
10,386 |
- |
- |
|
|
|
|
|
|
|
Later than one year: |
|
|
|
|
|
Right of use liability |
- |
16,868 |
- |
- |
|
Total |
1,544,324 |
2,289,023 |
1,544,324 |
2,261,769 |
|
|
|
|
|
|
20. Convertible loan notes
|
|
|
|
|
|
||
|
|
CLN 1 |
CLN 2 |
CLN 3 |
31 March 2024 |
||
|
|
£ |
£ |
£ |
£ |
||
|
|
|
|
|
|
||
|
Convertible loan note |
1,000,000 |
500,000 |
750,000 |
2,250,000 |
||
|
Interest |
|
|
|
|
||
|
Accrued interest |
95,057 |
45,643 |
35,076 |
175,776 |
||
|
|
|
|
|
|
||
|
Conversion |
- |
- |
(785,076) |
(785,076) |
||
|
|
|
|
|
|
||
|
Modification of convertible loan note |
(65,021) |
(31,355) |
- |
(96,376) |
||
|
Total |
1,030,036 |
514,288 |
- |
1,544,324 |
||
|
Equity |
|
|
|
|
||
|
Amount classified as equity |
86,025 |
52,618 |
- |
138,643 |
||
|
Total |
86,025 |
52,618 |
- |
138,643 |
||
On 4 May 2022, the Company entered into a formal agreement for a £1.0m convertible loan note to be provided by Richard Bernstein, Director of the Company. A total of £1,000,000 has been drawn down by the Company. The loan facility when issued was originally repayable on or before 31 December 2022, and interest accrued from the date monies were drawn down at a rate of 5%. The convertible loan note can be converted at the noteholder's discretion.
On 17 June 2022, the Company entered into a convertible loan facility agreement with David Kyte, a long-term shareholder in the Company for £500,000. A total of £500,000 has been drawn down by the Company. The loan facility when issued was repayable on or before 31 December 2022, and interest accrued from the date monies were drawn down at a rate of 5%. The convertible loan note can be converted at the noteholder's discretion.
On 22 December 2022, the Company agreed revised terms for both the convertible loan note (CLN) agreements with Richard Bernstein and David Kyte for £1m and £0.5m respectively.
The following revisions were made during the year ended 31 March 2023.
- Interest owed on the first CLN will be rolled up into the loan expiring 31 December 2023, with an interest of 8% per annum.
- A conversion price of 20 pence for Richard Bernstein, and 18 pence for David Kyte.
- The issuance of 1,666,667 warrants expiring on 31 December 2025 exercisable at a price of 30 pence for Richard Bernstein.
- The issuance of 1,388,889 warrants expiring on 31 December 2025 exercisable at a price of 25 pence for David Kyte.
-
The revisions for the year ended 31 March 2024 are as follows:
On 20 December 2023, it was agreed that the terms of the CLN with David Kyte will be extended by six months to 30 June 2024, and the interest rate was changed from 8% per annum to 12% per annum.
On the 12 September 2022, the Company entered into a formal agreement for a £750,000 convertible loan note to be provided by Richard Bernstein, Director of the Company. A total of £750,000 has been drawn down by the Company.
The loan facility is repayable on or before 30 June 2023, and interest will be accrued from the date monies are drawn down
at a rate of 5%. The loan facility has a conversion price which is set at the higher of 35 pence per ordinary share or the prevailing share price at the date of conversion. The convertible loan note can be converted at the noteholder's discretion.
On 14 December 2023, it was agreed that the terms of the CLN with Richard Bernstein will be extended by six months to 30 June 2024. All other terms of the agreement remained the same.
On 15 November 2023, the Company received notice from Richard Bernstein to convert the balance of the agreement entered on 12 September 2022 to 3,925,380 ordinary shares at a conversion price of 20 pence per share. The total amount converted, including interest, was £785,076.
21. Deferred tax
An analysis of the deferred tax liability is set out below.
|
|
|
|
|
|
|
|
|
|
|
Cost £ |
|
Deferred tax liability |
|
|
|
|
|
As at 31 March 2022 |
|
|
|
4,160,088 |
|
Deferred tax liability for intangibles |
|
|
|
(1,573,992) |
|
As at 31 March 2023 |
|
|
|
2,586,096 |
|
Deferred tax liability for intangibles |
|
|
|
(1,485,096) |
|
As at 31 March 2024 |
|
|
|
1,101,000 |
22. Financial Instruments by Category
Group
|
|
31 March 2024 |
31 March 2023 |
|||
|
|
Amortised cost |
Total |
Amortised cost |
Total |
|
|
Financial Assets per Statement of Financial Position |
£ |
£ |
£ |
£ |
|
|
Trade and other receivables |
77,673 |
77,673 |
681,341 |
681,341 |
|
|
Cash and cash equivalents |
37,847 |
37,847 |
280,584 |
280,584 |
|
|
|
115,520 |
115,520 |
961,925 |
961,925 |
|
|
|
|
|
|||
|
|
31 March 2024 |
31 March 2023 |
|||
|
|
Amortised cost |
Total |
Amortised cost |
Total |
|
|
Financial Liabilities per Statement of Financial Position |
£ |
£ |
£ |
£ |
|
|
Trade and other payables |
1,792,907 |
1,792,907 |
2,964,025 |
2,964,025 |
|
|
Right of use lease liabilities |
- |
- |
27,254 |
27,254 |
|
|
|
1,792,907 |
1,792,907 |
2,991,279 |
2,991,279 |
|
The convertible loan notes provided during the year by Richard Bernstein and David Kyte have been included in the payables as they are classed as financial liabilities.
Company
|
|
31 March 2024 |
31 March 2023 |
||
|
|
Amortised cost |
Total |
Amortised cost |
Total |
|
Financial Assets per Statement of Financial Position |
£ |
£ |
£ |
£ |
|
Trade and other receivables |
230,852 |
230,852 |
106,864 |
106,864 |
|
Due from subsidiary undertakings |
4,075,827 |
4,075,827 |
4,788,599 |
4,788,599 |
|
Cash and cash equivalents |
14,459 |
14,459 |
3,749 |
3,749 |
|
|
4,321,138 |
4,321,138 |
4,899,212 |
4,899,212 |
|
|
31 March 2024 |
31 March 2023 |
|
||
|
|
Amortised cost |
Total |
Amortised cost |
Total |
|
|
Financial Liabilities per Statement of Financial Position |
£ |
£ |
£ |
£ |
|
|
Trade and other payables |
192,849 |
192,849 |
382,636 |
382,636 |
|
|
|
192,849 |
192,849 |
382,636 |
382,636 |
|
The Company's financial instruments comprise cash and cash equivalents, receivables and payables which arise in the normal course of business. As a result, the main risks arising from the Company's financial instruments are credit and liquidity risks. Please refer to Note 3.1 share capital and premium.
|
Group and Company |
Number of shares |
Share capital |
|||
|
|
31 March 2024 |
31 March 2023 |
31 March 2024 |
31 March 2023 |
|
|
Ordinary shares |
109,601,025 |
105,675,645 |
1,841,833 |
1,056,757 |
|
|
Deferred shares |
22,811,638 |
22,811,638 |
2,053,047 |
2,053,047 |
|
|
Total |
132,412,663 |
128,487,283 |
3,894,880 |
3,109,804 |
|
|
Issued at 0.01 pence per share |
Number of Ordinary shares |
Share capital £ |
Share premium £ |
Total £ |
|
As at 31 March 2023 |
105,675,645 |
1,056,756 |
39,077,403 |
40,134,159 |
|
24 April 2023 - Equity subscription from treasury reserve |
- |
- |
900,000 |
900,000 |
|
15 November 2023 - Loan conversion |
3,925,380 |
39,254 |
745,822 |
785,076 |
|
27 November 2023 - Issue of shares from treasury reserve |
- |
- |
87,500 |
87,500 |
|
As at 31 March 2024 |
109,601,025 |
1,096,010 |
40,810,725 |
41,906,735 |
As at 31 March 2024, The Company had 505,888 shares held in treasury. The number of ordinary shares presented are the number of ordinary shares before taking the treasury reserve into account.
On 24 April 2023, the Company raised £0.9 million by way of equity subscription. 5,294,118 shares were issued at 17 pence per share from the Company's treasury reserve.
On 28 September 2023, the Company agreed to issue 500,000 ordinary shares from treasury to John Wilson for adviser services provided.
On 15 November 2023, Richard Bernstein converted the balance of the convertible loan, being £785,076 into 3,925,380 ordinary shares at a conversion price of 20 pence per share.
On 27 November 2023, the Company agreed to issue 500,000 ordinary shares from treasury to Roger Parry for the corporate development adviser services provided.
On 28 November 2023, the Company agreed to issue 200,000 ordinary shares from treasury to Gareth Evans for investor relations services provided.
|
Deferred Shares (nominal value of 0.09 pence per share) |
Number of Deferred shares |
Share capital £ |
|
As at 31 March 2023 |
22,811,638 |
2,053,047 |
|
As at 31 March 2024 |
22,811,638 |
2,053,047 |
The Company has an authorised share capital limit in place, which will be considered by shareholders at the next annual general meeting.
23. Share based payments
The Company has established a share option scheme for Directors, employees and consultants to the Group. Share options and warrants outstanding and exercisable at the end of the period have the following expiry dates and exercise prices:
|
|
|
|
|
|
|
|
Grant Date |
Vesting Date |
Expiry Date |
Exercise price in £ per share |
|
31 March 2024 |
|
Options & Warrants |
|
|
|
|
|
|
Opening balance |
|
|
|
|
10,027,138 |
|
|
|
|
|
|
|
|
1 August 2019 |
31 January 2020 |
31 July 2023 |
0.20 |
|
(666,666) |
|
1 August 2019 |
31 July 2021 |
31 July 2023 |
0.20 |
|
(333,334) |
|
1 August 2019 |
31 July 2020 |
31 January 2024 |
0.40 |
|
(333,334) |
|
1 August 2019 |
31 July 2021 |
31 January 2024 |
0.40 |
|
(666,666) |
|
|
|
|
|
|
8,027,138 |
The Company and Group have no legal or constructive obligation to settle or repurchase the options or warrants in cash.
During the year, a total of 2,000,000 options expired.
Warrants
|
|
2024 |
|
2023 |
|
Outstanding at beginning of period |
3,452,138 |
|
396,582 |
|
Exercised |
- |
|
- |
|
Vested |
- |
|
3,055,556 |
|
Outstanding as at period end |
3,452,138 |
|
3,452,138 |
|
Exercisable at period end |
3,452,138 |
|
3,452,138 |
The movements in the weighted average exercise price of the warrants were as follows:
|
|
2024 |
|
2023 |
|
Outstanding at beginning of period |
0.46 |
|
0.84 |
|
Granted |
- |
|
0.28 |
|
Outstanding as at period end |
0.46 |
|
1.12 |
|
Exercisable at period end |
0.46 |
|
0.46 |
In accordance with IFRS2, the fair value of the warrants issued and recognised as a charge in the accounts for the 12 month period is nil (31 March 2023 - £Nil). In arriving at this amount, the expected volatility is based on historical volatility, the expected life is the average expected period to exercise, and the risk-free rate of return is the yield on a zero-coupon UK government bond for a term consistent with the assumed option life.
The fair value of the equity instruments granted was determined using the Black Scholes Model. The inputs into the model for warrants outstanding at the year-end were as follows
|
|
2022 Warrants |
|
Granted on: |
22 December 2022 |
|
Life (years) |
3 years |
|
Share price (pence per share) |
15p |
|
Exercise price |
25p |
|
Shares under option |
3,055,556 |
|
Vesting period (years) |
3 years |
|
Small company discount factor |
20% |
|
Total fair value (pence per option) |
0.33 |
Options
In January 2011, the Company adopted an unapproved share option scheme and on 1 August 2019, the Company granted options over 4,000,000 ordinary shares in the Company as part of a Director's compensation agreement. In March 2022, the Company granted options over 3,350,000 ordinary shares to a Director and certain employees. No options were granted in the year ended March 2023 and 2024. Details of the options are set out below:
|
|
2024 |
|
2023 |
|
|||
|
Outstanding at beginning of period |
6,575,000 |
|
7,350,000 |
|
|||
|
Lapsed during period |
(2,000,000) |
|
(775,000) |
|
|||
|
Exercised |
- |
|
- |
|
|||
|
Granted |
- |
|
- |
|
|||
|
Outstanding as at period end |
4,575,000 |
|
6,575,000 |
|
|||
|
Exercisable at period end |
2,000,000 |
|
4,000,000 |
|
|||
|
|
2024 |
|
2023 |
||||
|
Outstanding at beginning of period |
44.0 |
|
46.0 |
||||
|
Lapsed |
30.0 |
|
48.0 |
||||
|
Exercised |
- |
|
- |
||||
|
Granted |
- |
|
- |
||||
|
Outstanding as at period end |
53.0 |
|
44.0 |
||||
|
Exercisable at period end |
53.0 |
|
44.0 |
||||
The movements in the weighted average exercise price of the options were as follows:
The fair value of the equity instruments granted was determined using the Black Scholes Model. The only conditions attached to the options is continuing employment. The inputs into the model for options outstanding at the year-end were as follows:
|
|
2022 Options |
|
Granted on: |
8 March 2022 |
|
Life (years) |
10 years |
|
Share price (pence per share) |
27.5p |
|
Exercise price |
48p |
|
Shares under option |
3,350,000 |
|
Risk free rate |
0.57% |
|
Expected volatility |
43.1% |
|
Vesting period (years) |
8 to 9 years |
|
Small company discount factor |
35% |
|
Total fair value (pence per option) |
0.02 |
The expected volatility is based on historical volatility, the expected life is the average expected period to exercise, and the risk-free rate of return is the yield on a zero-coupon UK government bond for a term consistent with the assumed option life.
In accordance with IFRS 2, the fair value of the share options issued and recognised as a charge in the accounts for the 12 month period is £nil (2023: £nil).
The weighted average contractual life of options outstanding on 31 March 2024 was 5 years (2023: 4.3 years).
24. Other reserves
|
|
|
|
|
|
|
Equity reserve for convertible loan notes |
Merger reserve £ |
Total £ |
|
At 31 March 2023 |
51,798 |
325,583 |
377,381 |
|
Equity element arising on the issue of convertible loan notes |
138,634 |
- |
138,634 |
|
At 31 March 2024 |
190,432 |
325,583 |
516,015 |
25. Directors' remuneration
|
|
|
31 March 2024 |
|
||
|
|
Salary or Fees |
Pension |
Total |
|
|
|
|
£ |
£ |
£ |
|
|
|
Executive Directors |
|
|
|
|
|
|
Richard Bernstein |
35,000 |
- |
35,000 |
|
|
|
Steven Cracknell |
156,000 |
10,000 |
166,000 |
|
|
|
Warren Pearson |
178,643 |
10,000 |
188,643 |
|
|
|
Colm McVeigh |
150,000 |
6,000 |
156,000 |
|
|
|
Non-executive Directors |
|
|
|
|
|
|
John Murray |
2,917 |
- |
2,917 |
|
|
|
Richard Cooper* |
12,000 |
- |
12,000 |
|
|
|
|
534,560 |
26,000 |
560,560 |
|
|
*Richard Cooper is a director of Luclem Estates & Advisory Limited which received £32,873 in fees in the year to 31 March 2024.
Directors who retired after the year end:
· John Murray - deceased 24 April 2023
· Colm McVeigh - resigned 29 May 2024
· Warren Pearson - resigned as director 29 May 2024
Of the above Group directors' remuneration, £308,911 (31 March 2023: £288,665) has been capitalised in accordance with IAS 38 as development related costs and are shown as an intangible addition in the year. None of the settlement fees were capitalised.
|
|
|
31 March 2023 |
|
||
|
|
Salary |
Pension |
Total |
|
|
|
|
£ |
£ |
£ |
|
|
|
Executive Directors |
|
|
|
|
|
|
Richard Bernstein |
35,000 |
- |
35,000 |
|
|
|
Steven Cracknell |
146,667 |
10,000 |
156,667 |
|
|
|
Warren Pearson |
146,667 |
10,000 |
156,667 |
|
|
|
Colm McVeigh |
233,333 |
9,333 |
242,666 |
|
|
|
Non-executive Directors |
|
|
|
|
|
|
John Murray |
35,000 |
- |
35,000 |
|
|
|
Richard Cooper* |
12,000 |
- |
12,000 |
|
|
|
|
608,667 |
29,333 |
638,000 |
|
|
*Richard Cooper is a director of Luclem Estates & Advisory Limited which received £31,826 in fees in the year to 31 March 2024.
The remuneration of Directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.
26. Income tax expense
|
|
Group |
|
|
|
Year ended 31 March 2024 £ |
Year ended 31 March 2023 £ |
|
Current Tax |
|
|
|
UK corporation tax on profit for the year |
(117,043) |
(542,000) |
|
Adjustments in respect of prior periods |
(13,290) |
(749,873) |
|
Total current tax |
(130,333) |
(1,291,873) |
|
Deferred Tax |
|
|
|
Intangibles on business combinations |
(1,485,096) |
(1,573,992) |
|
Total deferred tax |
(1,485,096) |
(1,573,992) |
|
Total income tax expense |
(1,615,429) |
(2,865,865) |
|
|
Group |
|
|
|
Year ended 31 March 2024 £ |
Year ended 31 March 2023 £ |
|
Loss before tax |
(17,571,318) |
(21,428,211) |
|
Tax at the applicable rate of 25% (2023: 25%) |
(4,392,830) |
(4,071,360) |
|
Effects of: |
|
|
|
Expenditure not deductible for tax purposes |
3,048,662 |
2,940,457 |
|
Income not taxable for tax purposes |
(65,462) |
- |
|
Adjustments in respect of prior periods - current tax |
(13,290) |
- |
|
Adjustments in respect of prior periods - deferred tax |
- |
- |
|
Additional deduction for R&D expenditure |
- |
(401,421) |
|
Surrender of tax losses for R&D tax credit refund |
- |
168,207 |
|
R&D expenditure credits |
- |
8,461 |
|
Group relief surrendered/(claimed) |
(13,335) |
(20,948) |
|
Adjustments in respect of prior periods regarding R&D |
- |
(749,873) |
|
Effect of tax rate change on deferred tax opening balance |
- |
(209,040) |
|
Unrecognised deferred tax asset in relation to carried forward losses |
(179,174) |
(530,348) |
|
Tax charge |
(1,615,429) |
(2,865,865) |
The Group has unutilised tax losses of approximately £14,545,091 (31 March 2023 £13,828,392) available to carry forward against future taxable profits. No deferred tax asset has been recognised on accumulated tax losses because of uncertainty over the timing of future taxable profits against which the losses may be offset.
27. Earnings/Loss per share
Continued Operations
The calculation of the total basic loss per share of 17.71 pence (31 March 2023: 17.89 pence) is based on the loss attributable to equity holders of the parent company's continued operations of £16,120,188 (31 March 2023: £18,568,591) and on the weighted average number of ordinary shares of 100,155,706 (31 March 2023: 103,757,837) in issue during the year.
Discontinued Operations
The calculation of the total basic earnings per share of 0.21 pence (31 March 2023: 0.01 pence) is based on the earnings attributable to equity holders of the parent company's discontinued operations of £210,085 and on the weighted average number of ordinary shares of 100,155,706 (31 March 2023: 103,757,837) in issue during the year.
In accordance with IAS 33, basic and diluted loss per share are identical for the Group as the effect of the exercise of share options would be to decrease the loss per share. Details of share options that could potentially dilute earnings per share in future periods are set out in Note 24.
28. Contingent Liabilities
The Group had a contingent liability as at 31 March 2024 in respect of a Research & Development Tax Credit of £117,042 (2023: £nil) received from HM Revenue & Customs ("HMRC"). The Tax Credit, which relates to the year ended 31 March 2023 tax return, was recognised in the financial statements as an asset as at 31 March 2023 and was received from HMRC during the year ended 31 March 2024. HMRC provided a notice of enquiry in January 2024 and opened an enquiry in relation to the balance. The enquiry remained open at the year end and the Group is in ongoing discussions regarding the enquiry post year end. The full balance of £117,042 is included in the enquiry and is therefore the total estimated value included as a contingent liability, however the Group is confident in defending the full value of the Tax Credit.
29. Discontinued Operations
On 14 November 2023, the Company's 85.87% owned subsidiary, Pantheon Leisure plc ("Pantheon"), entered into a sale agreement for Sports in Schools and Elms Group with Haygreen Limited for a total cash consideration payable of £300,000. The disposed subsidiaries are reported in the financial statements as discontinued operations. Financial information relating to the discontinued operations from 1 April 2023 to the date of disposal are set out below.
The financial performance and cash flow information are for the period ended 14 November 2023.
Financial performance and cash flow information
|
|
|
November 2023 £ |
|
|
|
|
|
Revenue |
|
928,807 |
|
Net expenses |
|
(883,022) |
|
Gain on disposal |
|
164,300 |
|
Profit before income tax |
|
210,085 |
|
Profit for the year from discontinued operations |
|
210,085 |
|
|
|
|
|
Net cash used in operating activities |
|
(58,319) |
|
Net cash generated from investing |
|
138,572 |
|
Net cash used in financing |
|
(261,847) |
|
Net increase in cash and cash equivalents |
|
(181,594) |
Details of the sale of the subsidiaries
|
|
|
|
|
November 2023 £ |
|
|
|
|
|
|
|
Consideration received or receivable: |
|
|
|
|
|
Cash |
|
|
|
300,000 |
|
Total disposal consideration |
|
|
|
300,000 |
|
Carrying amount of net assets sold (see below) |
|
|
|
(74,500) |
|
Disposal fee |
|
|
|
(1,200) |
|
Loss of goodwill after disposal |
|
|
|
(60,000) |
|
Profit on disposal of subsidiaries |
|
|
|
164,300 |
The carrying amounts of assets and liabilities as at the date of sale (14 November 2023) were:
|
|
|
|
|
November2023 £ |
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
|
7,830 |
|
Cash |
|
|
|
111,596 |
|
Right of use asset |
|
|
|
21,785 |
|
Trade and other receivables |
|
|
|
170,494 |
|
Total assets |
|
|
|
311,705 |
|
Trade and other payables |
|
|
|
(237,205) |
|
Total liabilities |
|
|
|
(237,205) |
|
Net Assets disposed |
|
|
|
74,500 |
|
|
|
|
|
|
30. Related party transactions
Loans to Group undertakings
Amounts receivable as a result of loans granted to subsidiary undertakings are as follows:
|
|
Company |
|
|
|
31 March 2024 |
31 March 2023 |
|
|
£ |
£ |
|
Insig Partners |
4,404,000 |
4,655,904 |
|
Insig Data |
42,113 |
- |
|
Insight Capital Consulting Limited |
184 |
31 |
|
Pantheon Leisure Plc |
(370,470) |
132,664 |
|
Westside Sports Limited |
- |
- |
|
|
4,075,827 |
4,788,599 |
Insig Partners Limited
Loans totalling £678,402 were provided to Insig Partners Limited from Insig AI Plc during the year to cover operating costs (31 March 2023: £1,322,635).
During the year, the loan balance owed by Insig Partners was impaired by £930,306 to £4,404,000, to reflect the value of the investment that is held within the subsidiary as at 31 March 2024.
Insig Data Limited (formerly FDB Systems Limited)
Loans totalling £42,113 were provided to Insig Data from Insig AI Plc during the year to cover operating costs (31 March 2023: £291,761).
Insight Capital Consulting Limited
Loans totalling £153 were provided to Insight Capital Consulting from Insig Partners Limited during the year to cover operating costs (31 March 2023: £31).
Pantheon Leisure Plc
Loans totalling £5,666 were provided to Pantheon Leisure from Insig AI Plc during the year to cover operating costs (31 March 2023: £2,121).
The proceeds and dividends due to be received by Pantheon Leisure after the disposal of Sport in Schools and The Elms Group in November 2023 totalled £508,800. The proceeds were deposited in Insig AI Plc's bank account and the £210,000 dividends were applied against Pantheon's intercompany balance with Insig AI.
All intra Group transactions are eliminated on consolidation.
Other transactions
The Group defines its key management personnel as the Directors of the Company as disclosed in the Directors' Report.
Luclem Estates Limited, a company of which Richard Cooper is a director, was paid a fee of £25,638 the year ended 31 March 2024 (31 March 2023: £32,112) for the provision of corporate management and consulting services to the Company. There was a balance of £7,235 owing at year end (31 March 2023: £7,362).
On 24 April 2023, the Company raised £0.9 million by way of equity subscription for 5,294,118 ordinary shares of 1 pence each in the Company (at 17 pence per Ordinary Share. As part of this subscription, Richard Bernstein subscribed for 874,509 shares at 17 pence per share.
On 4 July 2023 the Company agreed revised terms for a convertible loan note agreement with Richard Bernstein as announced on 12 September 2022 for £0.75m. The Company and Richard Bernstein agreed to extend the term of the CLN by six months to 30 December 2023. All other terms were unchanged.
On 15 November 2023, the Group disposed of Sport in School Limited and Elms Group Limited. Following the Disposal, an existing convertible loan between the Company and Richard Bernstein was revised. This included the release of security over Westside Sports Limited and a new conversion price of 20.0 pence per ordinary share of 1 pence each in the Company being a 21.2 per cent. premium to the closing price on 14 November 2023.
31. Ultimate controlling party
The Directors believe there is no ultimate controlling party.
32. Events after the reporting date
On 4 April 2024, the Group agreed to a £250,000 equity funding facility with Richard Bernstein, who is now the Chief Executive Officer of Insig AI. The facility allows him to subscribe for up to 1,250,000 new ordinary shares at a price of 20 pence per share until 31 August 2024.
On 30 May 2024, Colm McVeigh stepped down from the Board from his role as CEO to pursue other opportunities. Warren Pearson also stepped down from the Board, but remains as a full-time employee to focus on product development. John Wilson was appointed as Non-Executive chairman with immediate effect.
On 30 May 2024, the Group acquired 5.45% equity interest in ImpactScope OU, an award-winning AI and blockchain company based in Estonia. The consideration is through the issue of 900,000 ordinary shares at a price of 13.75 pence per share. ImpactScope also appointed Insig AI as its exclusive agent for global sales of their award-winning Greenwashing Identifier.
On 5 June 2024 the Company raised £0.813 million via an equity subscription for 6,500,000 shares at a price of 12.5 pence per share.
On 5 June 2024, the Company granted share options over 7,800,000 ordinary shares of 1 pence each in the Company to certain Directors and employees with an expiry date of 5 June 2029.
On 3 July 2024, Richard Bernstein and David Kyte extended the redemption dates of their existing convertible loan notes (CLN) with the Company to 30 September 2025. Richard agreed to reduce the interest on the CLN to 6% per annum. The 12% interest on David Kyte's CLN remains unchanged.
END
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