Final Results, Posting of AR&A and Notice of AGM
Summary by AI BETAClose X
The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) NO. 596/2014. It forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this information is considered to be in the public domain.
19 September 2025
Insig AI plc
("Insig AI" or the "Company")
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 2025.
The Group's Annual Report & Accounts, along with the Company's Notice of Annual General Meeting ("AGM") will be posted to shareholders shortly 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 16 October 2025 at 1:30 p.m.
Highlights
- Revenue growth of 43% for the year to 31 March 2025
- Current year Q1 revenue growth of 143% against corresponding period
- Loss before non-cash impairments and non-capitalisation of staff development costs reduced from £1.1 million to £0.5 million.
- Over the second half of the year, adjusting for non-cash charges, a reduced Group loss compared to the first half of the year
- Launch of automated Generative Intelligence Engine
- After the year end, contract awarded by the Financial Conduct Authority
- Evaluating strategic options, including establishing a fund dedicated to investments in digital assets and related enterprises
Richard Bernstein, Chief Executive commented:
"I remain excited by the prospects of our existing business, but equally with the potential of what we could deliver at scale by investing new capital in exciting and rapidly evolving markets, in areas which the Board and I believe to be a natural evolution for Insig AI."
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,
I am pleased to report on a year of operational progress and improved performance. Last May, I was appointed Chief Executive and John Wilson was appointed Chairman. Set out below is my assessment of the performance of the business during the year ended 31 March 2025, together with an update on recent progress and of prospects. I am excited to report below on a potential new direction for the business and strategic options to enable it to more fully capitalise on its strengths. First, let me turn to the year ended 31 March 2025.
Financial headlines
The financial results reflect not only trading but some accounting standard led treatments of intangible assets which have a distracting impact on the optics of the operational results in my view. In summary, we are reporting an operating loss before non-cash impairments of intangible assets of £1.6 million. In the context that none of the development expenditure has been capitalised this year, if we were to take out capitalised development expense from the prior year comparative figures as well for operating loss prior to impairment (for illustrative purposes only), it would have been an operating loss prior to impairment of £1.1m (absent of capitalised expenditure of £1m) compared to £1.6m this year. This compares with an operating loss prior to impairment for the previous year of £2.1 million. Revenues for the year increased 43% to £0.53 million as against £0.37 million in the year to March 2024. In summary, revenues increased by more than 40%. Over the second half of the year, adjusting for non-cash charges, the Group's loss reduced compared to the first half of the year. Gross cash at 31 March, was £0.3 million. Debt, which comprises entirely unsecured convertible loan notes, was £1.7 million.
Following discussions with the Company's new auditor, management identified that there were two prior year errors relating to the accounting treatment of share-based payments and convertible loan notes. The total net adjustments amount to £35,350. In the previous year, the treatments adopted were considered appropriate by the Company and its auditor at the time. Further details are set out in note 30.
Successful equity funding
In April and May 2024, I subscribed to the Company for 1,250,000 shares at 20p. This represented a substantial premium to the prevailing share price at the time of issue. In June 2024, the Company successfully raised £0.81 million at 12.5p per share, with NR Holdings Limited becoming a new shareholder. In March 2025, the Company raised £0.35 million at 16p per share, in which I subscribed for £0.15 million. Post period end, in June and July 2025, I subscribed to the Company for 875,000 shares at 20p. I have an entitlement to purchase an additional 875,000 shares at 20p a share, which I plan to exercise.
Our markets and our business
From the foundations of strong data science capabilities and with a focus on the asset management industry, in 2021, the Company saw its future in AI, ESG and data services. Last September, I was candid as to my assessment of the degree of commercial success achieved and as newly appointed Chief Executive, how I was repositioning the business.
Our belief is that not only is AI going to have enormous consequences for enterprises but that we are living in a time akin to the emergence of the Internet in 1998. In 1998, Paul Krugman, a winner of the Nobel Prize in Economics, wrote: "the growth of the Internet will slow drastically... By 2005 or so, it will become clear that the Internet's impact on the economy has been no greater than the fax machine's." Whilst this prediction proved to be spectacularly wrong, imagine the consequences to business that shared Krugman's assessment. Currently, I believe that businesses that choose to be in denial as to the need to ready for AI will suffer the same fate and perhaps deserve to do so.
Our potential customers fall into two categories: put simply, those that "get-it" and those that don't and lack the urgency to make a commitment. Of the second category, currently some of these run billions of pounds but without being AI ready, these funds under management are set to diminish, threatening the viability of these businesses. I believe that running a business without being AI ready is akin to running a race in the knowledge that your shoelaces are undone. AI-driven data solutions are now revolutionising how businesses harness data and scale their intelligence.
Our solutions are becoming business-critical across sectors, giving clients a strategic edge at a time when AI-powered speed, auditability, and precision are becoming competitive necessities. We transform how organisations structure and apply intelligence. Our proprietary system ingests vast volumes of unstructured documents and datasets, making them AI-ready, auditable, and instantly usable. We then power advanced insights and automations through modular, AI-driven tools built for real-world use cases across sectors.
Our General Intelligence Engine takes it a step further and codifies each client's unique logic, enabling repeatable, scalable decision systems. Our solutions are helping clients gain clarity, control, and competitive advantage in environments where precision, speed, and defensibility matter most. Q&A capability is an essential tool for AI-powered data solutions. Designed to rapidly extract precise insights from complex datasets, our products can also help clients to solve critical compliance and reporting challenges, reshaping how businesses consume and interact with data.
What is beyond doubt is the pace of change within AI: it is eye watering, with developments that might have been expected to be taking years, now taking a matter of weeks. We can deliver the best commercially viable AI solution for clients, so that they can focus on their business and make money.
Whilst the advancement we are seeing in Large Language Models and the wide scale accessibility of these tools has increased everyone's potential capacity, being able to use this tech securely and at scale, is where the real difference lies. This is where Insig AI is focused and how we are helping our clients distinguish themselves from those who we would characterise as "Krugmans".
In May 2024, the Company announced that it had acquired a 5.45% equity interest in ImpactScope OÜ ("ImpactScope"). ImpactScope is an award-winning European impact-focused AI and blockchain company, registered in Estonia. The consideration was £123,750, paid through the issue of 900,000 ordinary shares in the Company. We are working constructively with ImpactScope.
After our year end, we announced several new business wins. In April 2025, we were delighted that the Financial Conduct Authority ("FCA") became a client. The order is for a subscription service licence agreement to access Insig AI's Transparency and Disclosure Index ("TDI") covers UK listed companies. The FCA accesses our toolkit that allows users to search, filter, analyse and benchmark company disclosures, which are solely evidence based and traceable to company reports. In April 2025, we also announced a new client win from a London-based, European focused asset manager with assets under management of more than £1 billion. The work won relates to the automation of data collection and ingestion and comprises both a licence fee and an ongoing annual retainer.
In May 2025, we announced further client wins including a London-based asset manager with assets under management of more than £1 billion specialising in European credit investments utilising Insig AI's data infrastructure framework. This is a scalable data solution that provides the basis for asset managers to seamlessly grow their asset base and position them to readily utilise AI tools within their business. I am pleased to report that the deliverable was of such a standard that the Company has since been awarded additional work from this client.
Current Trading and Prospects
During the summer, our focus has been twofold: delivering on several new business wins in the early weeks of the current financial year and development work on a new, best of class reporting tool underpinned by our automated Generative Intelligent Engine. Revenue for the first quarter was £0.2m. This represented organic sales growth of 143% over the corresponding quarter in the previous year. Whilst reporting sales monthly has limited utility, sales for the month of July were £102,000, resulting in revenue growth for the first four months of the current year to 182%.
We have now delivered on several recent client wins and in the coming weeks, we have meetings with three of those clients with the intention of securing further work. Proposals before prospects now include solutions for our new automated General Intelligence Engine for reporting requirements. Our immediate priority is to reach a far greater number of potential customers and prospects: we have a plan in place to do just that, which involves a major outreach programme focusing on hundreds of consultancies.
Despite our market positioning, proven technology, experienced and committed management (including with substantial skin in the game), we have had to rely on ourselves and our own connections to raise capital. The "incoming" for US AI businesses and associated investor enthusiasm is sadly not evident in the London equity market. We see US peers raising hundreds of millions of dollars for investment in what I regard as a land grab. Our constraining factor for growth is the speed of customer delivery. Our relatively modest fundraise in the spring, in which more than 70% is from me, has enabled us to deliver an increasing volume of projects, add data engineering headcount and sales leadership.
We are pleased to see our corporate clients benefit from our work. So much so, our involvement has enabled many of these businesses to enhance performance, thereby growing assets under management and profitability beyond expectations. We now believe it is time for our shareholders to benefit, not by competing with our clients but by directly participating at scale in a different market where our existing technologies and data insights can be used to identify mispricing of assets and by allocating substantial amounts of the Company's capital to benefit shareholders.
The Company is also considering various strategic options, in part to more fully utilise the expertise of Peter Pereira Gray, the former Chief Executive of Wellcome Trust's Investment Division, who joined Insig AI as a Strategic and Asset Allocation Adviser in July 2025. One such option under consideration is to establish a fund dedicated to investments in digital assets and related enterprises. Whilst there is no guarantee that the Board will pursue a new strategic direction, if there was investor appetite to support such a fund, this could result in the Company's listing being cancelled and re-listed as an AIM investing company.
It is important to note that I remain excited by the prospects of our existing business, but equally with the potential of what we could deliver at scale by investing new capital in exciting and rapidly evolving markets, in areas which the Board and I believe to be a natural evolution for Insig AI.
Richard Bernstein
Chief Executive Officer
18 September 2025
Consolidated statement of financial position
|
|
|
Group |
|
|
Company |
||||
|
|
Note |
31 March 2025
|
31 March 2024 (restated)
|
31 March 2023 (restated) |
31 March 2025
|
31 March 2024 (restated)
|
31 March 2023 (restated)
|
|
|
|
|
|
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
Non-Current Assets |
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
12
|
3,670 |
5,652 |
37,648 |
- |
- |
- |
|
|
|
Right of use assets |
|
- |
- |
28,266 |
- |
- |
- |
|
|
|
Intangible assets |
13 |
- |
4,404,000 |
20,309,278 |
- |
- |
- |
|
|
|
Amounts owed by subsidiaries |
14 |
- |
- |
- |
187 |
4,075,827 |
- |
|
|
|
Investments |
15 |
123,750 |
- |
- |
123,750 |
- |
- |
|
|
|
Investment in subsidiaries |
|
- |
- |
- |
- |
- |
20,383,136 |
|
|
|
|
|
127,420 |
4,409,652 |
20,375,192 |
123,937 |
4,075,827 |
20,383,136 |
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
|
|
Trade and other receivables |
16 |
92,570 |
104,740 |
719,840 |
81,418 |
266,729 |
151,699 |
|
|
|
Cash and cash equivalents |
17 |
328,796 |
37,847 |
280,584 |
270,433 |
14,459 |
3,749 |
|
|
|
|
|
421,366 |
142,587 |
1,000,424 |
351,851 |
281,188 |
155,448 |
|
|
|
Total Assets |
|
548,786 |
4,552,239 |
21,375,616 |
475,788 |
4,357,015 |
20,538,584 |
|
|
|
Non-Current Liabilities |
|
|
|
|
|
|
|
|
|
|
Lease liabilities |
|
- |
- |
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 |
322,313 |
338,238 |
932,927 |
253,335 |
192,846 |
382,636 |
|
|
|
Lease liabilities |
|
- |
- |
10,386 |
- |
- |
- |
|
|
|
Convertible loan notes |
20 |
1,732,541 |
1,650,994 |
2,328,214 |
1,732,541 |
1,650,994 |
2,328,214 |
|
|
|
|
|
2,054,854 |
1,989,232 |
3,271,527 |
1,985,876 |
1,843,840 |
2,710,850 |
|
|
|
Total Liabilities |
|
2,054,854 |
3,090,232 |
5,874,491 |
1,985,876 |
1,843,840 |
2,710,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets |
|
(1,506,068) |
1,462,007 |
15,501,125 |
(1,510,088) |
2,513,175 |
17,827,734 |
|
|
|
Equity attributable to owners of the Parent |
|
|
|
|
|
|
|
|
|
|
Share capital |
23 |
3,252,374 |
3,149,058 |
3,109,804 |
3,252,374 |
3,149,058 |
3,109,804 |
|
|
|
Share premium |
23 |
42,243,659 |
40,810,725 |
39,077,403 |
42,243,659 |
40,810,725 |
39,077,403 |
|
|
|
Other reserves |
25 |
325,583 |
325,583 |
325,583 |
325,583 |
325,583 |
325,583 |
|
|
|
Share based payments reserve |
24 |
314,352 |
121,597 |
122,320 |
314,352 |
121,597 |
122,320 |
|
|
|
Retained losses |
|
(47,642,036) |
(42,916,216) |
(27,082,968) |
(47,646,056) |
(41,893,788) |
(24,807,376) |
|
|
|
Equity attributable to shareholders of the parent parent company |
|
(1,506,068) |
1,490,747 |
15,552,142 |
(1,510,088) |
2,513,175 |
17,827,734 |
|
|
|
Non-controlling interest |
|
- |
(28,740) |
(51,017) |
- |
- |
- |
|
|
|
Total Equity |
|
(1,506,068) |
1,462,007 |
15,501,125 |
(1,510,088) |
2,513,175 |
17,827,734 |
|
|
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 2025 was £5,783,244 (31 March 2024: loss of £17,102,772).
The Financial Statements were approved and authorised for issue by the Board of Directors on 18 September 2025 and were signed on its behalf by:
Richard Bernstein
Chief Executive Officer
Consolidated statement of comprehensive income
|
|
|
||
|
Continued operations |
Note |
Year ended 31 March 2025 £ |
Year ended 31 March 2024 (restated) £ |
|
Revenue |
6 |
529,509 |
369,860 |
|
Cost of sales |
6 |
(162,808) |
- |
|
Gross profit |
|
366,701 |
369,860 |
|
Administrative expenses |
7 |
(2,045,490) |
(2,577,843) |
|
Other gains/(losses) |
9 |
20,942 |
(6,590) |
|
Other income |
10 |
10,000 |
3,157 |
|
Impairments |
13 |
(4,404,000) |
(15,317,338) |
|
Operating loss |
|
(6,051,847) |
(17,528,754) |
|
Finance income |
11 |
56,433 |
46,908 |
|
Finance costs |
11 |
(137,240) |
(171,000) |
|
Loss before income tax |
|
(6,132,654) |
(17,652,846) |
|
Tax credit/(charge) |
27 |
1,393,853 |
1,615,430 |
|
Loss for the year after income tax from continued operations |
|
(4,738,801) |
(16,037,416) |
|
Discontinued operations |
|
|
|
|
Profit/(loss) for the year from discontinued operations (attributable to equity holders of the Parent) |
29 |
(17,995) |
210,085 |
|
Group loss for the year |
|
(4,756,796) |
(15,827,331) |
|
Loss for the year attributable to owners of the Parent |
|
(4,756,796) |
(15,849,608) |
|
Profit/(Loss) for the year attributable to Non-controlling interests |
|
- |
22,277 |
|
Basic and Diluted Earnings/(Loss) Per Share (expressed in pence per share) |
|
|
|
|
Continued operations |
|
(4.07)p |
(16.01)p |
|
Discontinued operations |
|
(0.02)p |
0.21p |
|
Total |
28 |
(4.09)p |
(15.8)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 2023 |
|
3,109,804 |
39,077,403 |
18,845 |
377,381 |
(26,964,846) |
15,618,587 |
(51,017) |
15,567,570 |
||
|
Prior period restatement |
|
- |
- |
103,475 |
(51,798) |
(118,122) |
(66,445) |
- |
(66,445) |
||
|
Balance as at 1 April 2023 (restated) |
|
3,109,804 |
39,077,403 |
122,320 |
325,583 |
(27,082,968) |
15,552,142 |
(51,017) |
15,501,125 |
||
|
Profit/(Loss) for the year (restated) |
|
- |
- |
- |
- |
(15,849,608) |
(15,849,608) |
22,277 |
(15,827,331) |
||
|
Other comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
||
|
Items that may be subsequently reclassified to profit or loss |
|
- |
- |
- |
- |
- |
- |
- |
- |
||
|
Total comprehensive loss for the year (restated) |
|
- |
- |
- |
- |
(15,849,608) |
(15,849,608) |
22,277 |
(15,827,331) |
||
|
Expired options |
|
- |
- |
(16,360) |
- |
16,360 |
- |
- |
- |
||
|
Options granted (restated) |
|
- |
- |
15,637 |
- |
- |
15,637 |
- |
15,637 |
||
|
Equity component of CLN issued in period (restated) |
|
- |
- |
- |
- |
- |
- |
- |
- |
||
|
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 |
(723) |
- |
16,360 |
1,788,213 |
- |
1,788,213 |
||
|
Balance as at 31 March 2024 (restated) |
|
3,149,058 |
40,810,725 |
121,597 |
325,583 |
(42,916,216) |
1,490,747 |
(28,740) |
1,462,007 |
||
|
Balance as at 1 April 2024 |
|
3,149,058 |
40,810,725 |
2,485 |
516,015 |
(42,880,866) |
1,597,417 |
(28,740) |
1,568,677 |
|
|
Prior period restatement |
|
- |
- |
119,112 |
(190,432) |
(35,350) |
(106,670) |
- |
(106,670) |
|
|
Balance as at 1 April 2024 (restated) |
|
3,149,058 |
40,810,725 |
121,597 |
325,583 |
(42,916,216) |
1,490,747 |
(28,740) |
1,462,007 |
|
|
Profit/(Loss) for the year |
|
- |
- |
- |
- |
(4,756,796) |
(4,756,796) |
- |
(4,756,796) |
|
|
Other comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
Items that may be subsequently reclassified to profit or loss |
|
- |
- |
- |
- |
- |
- |
- |
- |
|
|
Total comprehensive loss for the year |
|
- |
- |
- |
- |
(4,756,796) |
(4,756,796) |
- |
(4,756,796) |
|
|
Vested options |
|
- |
- |
223,731 |
- |
- |
223,731 |
- |
223,731 |
|
|
Expired options |
|
- |
- |
(30,976) |
|
30,976 |
- |
- |
- |
|
|
Issue of shares |
|
103,316 |
1,432,934 |
- |
- |
- |
1,536,250 |
- |
1,536,250 |
|
|
Closure of subsidiary |
|
- |
- |
- |
- |
- |
- |
28,740 |
28,740 |
|
|
Total transactions with owners, recognised directly in equity |
|
103,316 |
1,432,934 |
192,755 |
- |
30,976 |
1,759,981 |
28,740 |
1,788,721 |
|
|
Balance as at 31 March 2025 |
|
3,252,374 |
42,243,659 |
314,352 |
325,583 |
(47,642,036) |
(1,506,068) |
- |
(1,506,068) |
|
Company statement of changes in equity
|
|
Note |
Share capital £ |
Share premium £ |
Share based payments reserve £ |
Other reserves £ |
Retained losses £ |
Total equity £ |
|
Balance as at 1 April 2023 |
|
3,109,804 |
39,077,403 |
18,845 |
377,381 |
(24,689,254) |
17,894,179 |
|
Prior period restatement |
|
- |
- |
103,475 |
(51,798) |
(118,122) |
(66,445) |
|
Balance as at 1 April 2023 (restated) |
|
3,109,804 |
39,077,403 |
122,320 |
325,583 |
(24,807,376) |
17,827,734 |
|
Loss for the year (restated) |
|
- |
- |
- |
- |
(17,102,772) |
(17,102,772) |
|
Total comprehensive loss for the year (restated) |
|
- |
- |
- |
- |
(17,102,772) |
(17,102,772) |
|
Expired options |
|
- |
- |
(16,360) |
- |
16,360 |
- |
|
Options granted (restated) |
|
- |
- |
15,637 |
- |
- |
15,637 |
|
Equity component of CLN issued in the period (restated) |
|
- |
- |
- |
- |
- |
- |
|
Issue of shares |
|
39,254 |
1,733,322 |
- |
- |
- |
1,772,576 |
|
Total transactions with owners, recognised directly in equity |
|
39,254 |
1,733,322 |
(723) |
- |
16,360 |
1,788,213 |
|
Balance as at 31 March 2024 (restated) |
|
3,149,058 |
40,810,725 |
121,597 |
325,583 |
(41,893,788) |
2,513,175 |
|
|
|
|
|
|
|
|
|
|
Balance as at 1 April 2024 (restated) |
|
3,149,058 |
40,810,725 |
2,485 |
516,015 |
(41,858,441) |
2,619,842 |
|
Prior period restatement |
|
- |
- |
119,112 |
(190,432) |
(35,347) |
(106,667) |
|
Balance as at 1 April 2024 (restated) |
|
3,149,058 |
40,810,725 |
121,597 |
325,583 |
(41,893,788) |
2,513,175 |
|
Loss for the year |
|
- |
- |
- |
- |
(5,783,244) |
(5,783,244) |
|
Total comprehensive loss for the year |
|
- |
- |
- |
- |
(5,783,244) |
(5,783,244) |
|
Vested options |
|
- |
- |
223,731 |
- |
- |
223,731 |
|
Expired options |
|
- |
- |
(30,976) |
|
30,976 |
- |
|
Issue of shares |
|
103,316 |
1,432,934 |
- |
- |
- |
1,536,250 |
|
Total transactions with owners, recognised directly in equity |
|
103,316 |
1,432,934 |
192,755 |
- |
30,976 |
1,759,981 |
|
Balance as at 31 March 2025 |
|
3,252,374 |
42,243,659 |
314,352 |
325,583 |
(47,646,056) |
(1,510,088) |
Consolidated statements of cash flows
|
|
|
|
||
|
|
Note |
|
31 March 2025 £ |
31 March 2024 (restated) £ |
|
Cash flows from operating activities |
|
|
|
|
|
(Loss)/profit before income tax |
|
|
(4,756,796) |
(15,849,608) |
|
Adjustments for: |
|
|
|
|
|
Depreciation and amortisation |
|
|
3,065 |
1,578,916 |
|
Disposal of PPE |
|
|
- |
(650) |
|
Share based payments |
24 |
|
223,731 |
15,637 |
|
Impairments |
|
|
4,404,000 |
15,317,338 |
|
Net finance (income)/costs |
11 |
|
81,547 |
175,157 |
|
Gain on disposal of subsidiaries |
|
|
- |
(164,300) |
|
Nion-controlling interest |
|
|
28,740 |
- |
|
Provision for deferred tax liabilities |
21 |
|
(1,101,000) |
(1,485,096) |
|
Changes in working capital: |
|
|
|
|
|
(Increase)/Decrease in trade and other receivables |
|
|
12,170 |
394,606 |
|
Increase/(Decrease) in trade and other payables |
|
|
(15,925) |
(281,394) |
|
Net cash used in operating activities |
|
|
(1,120,468) |
(299,394) |
|
Cash flows from investing activities |
|
|
|
|
|
Sale/(Purchase) of property, plant and equipment |
12 |
|
(1,083) |
837 |
|
Purchase of intangible assets |
13 |
|
- |
(1,020,516) |
|
Net cash from disposal of subsidiaries |
|
|
- |
187,204 |
|
Net cash used in investing activities |
|
|
(1,083) |
(832,475) |
|
Cash flows from financing activities |
|
|
|
|
|
Proceeds from issue of share capital |
|
|
1,412,500 |
900,000 |
|
Repayment of leasing liabilities |
|
|
- |
(10,868) |
|
Net cash generated from financing activities |
|
|
1,412,500 |
889,132 |
|
Net decrease/(increase) in cash and cash equivalents |
|
|
290,949 |
(242,737) |
|
Cash and cash equivalents at beginning of year |
|
|
37,847 |
280,584 |
|
Cash and cash equivalents at end of year |
17 |
|
328,796 |
37,847 |
Company statement of cash flows
|
|
|
|
Company |
|
|
|
Note |
|
31 March 2025 £ |
31 March 2024 (restated) £ |
|
Cash flows from operating activities |
|
|
|
|
|
(Loss)/profit before income tax |
|
|
(5,783,244) |
(17,102,772) |
|
Adjustments for: |
|
|
|
|
|
Share based payments |
24 |
|
223,731 |
15,637 |
|
Impairments |
14 |
|
5,205,176 |
16,524,845 |
|
Net finance (income)/costs |
|
|
(18,766) |
93,725 |
|
Discontinued operations |
|
|
(370,470) |
- |
|
Changes in working capital: |
|
|
|
|
|
(Increase)/Decrease in trade and other receivables |
|
|
185,311 |
(115,030) |
|
Increase/(Decrease) in trade and other payables |
|
|
60,489 |
(102,291) |
|
Net cash used in operating activities |
|
|
(497,773) |
(685,886) |
|
Cash flows from investing activities |
|
|
|
|
|
Loans granted to subsidiaries |
|
|
(658,753) |
(203,404) |
|
Net cash used in investing activities |
|
|
(658,753) |
(203,404) |
|
Cash flows from financing activities |
|
|
|
|
|
Proceeds from issue of share capital |
|
|
1,412,500 |
900,000 |
|
Net cash generated from financing activities |
|
|
1,412,500 |
900,000 |
|
Net decrease/(increase) in cash and cash equivalents |
|
|
255,974 |
10,710 |
|
Cash and cash equivalents at beginning of year |
|
|
14,459 |
3,749 |
|
Cash and cash equivalents at end of year |
17 |
|
270,433 |
14,459 |
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.
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.
The subsidiary companies are:
Insig Partners Limited (company number: 10877358)
Insight Capital Consulting Limited (company number: 11438914)
Insig Data Limited (company number: 11969285)
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 2024 and have been adopted in preparing these financial statements:
|
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 |
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 2025, 2026 and 2027:
|
Standard |
|
Impact on initial application |
|
Effective date |
|
IAS 21 (Amendments) |
|
Lack of Exchangeability |
|
1 January 2025 |
|
IFRS 9 |
|
Classification and Measurement of Financial Instruments |
|
1 January 2026 |
|
IFRS 18 |
|
Presentation and Disclosure in Financial Statements |
|
1 January 2027 |
|
IFRS 19 |
|
Subsidiaries without Public Accountability: Disclosures |
|
1 January 2027 |
*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 2025. 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 one type of revenue streams being ESG and data services.
ESG and Data services revenue comprises of:
1. ESG Research Tool
Fees are recognised as the agreed work is conducted.
2. 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.
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 these 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 group has generated a loss of £4.8m (£15.9m; FY 2024 restated), net cash outflow from operating activities of £1.1m (£0.3m; FY 2024 restated) and holds a net liability position of £1.5m (£1.4m net assets; FY 2024 restated).
In approving the financial statements, the Board has recognised significant challenges with regards to the going concern assumption. These are fundamentally due to weak liquidity situation of the business where the cash balance of £329k (£38k; FY 2024) as at year-end has dropped further subsequent to year end 31 March 2025. This is due to a combination of factors including an uncertain macro-economic environment in which the company is operating, widely reported slower sales cycles and budgetary pressures. Furthermore, the pace of technological change as well as regulatory changes may adversely impact budgeted revenues, albeit year-on-year revenue has to date demonstrated strong growth.
The Directors are of the view that a continuing increase in revenue generation is required either through additional revenues from its existing client base or through new client wins or further business development with a view to improve the cash from operating activities, and this has significant uncertainties attached to it.
The group is also heavily dependent on cash received from R&D tax credit whereby £308k (£139k; FY 2024) was received this year; whilst this is a positive contributor to the overall cash balance, there are inherent uncertainties attached with this cash flow stream that are outside of Group's control.
Furthermore, the group has incurred £2.2m of costs (admin and cost of sales); £2.6m; FY 2024); these costs consist of a discretionary element which the company would have to reduce through difficult decisions if the cash constraints go to an extent of a going concern risk. This includes Directors' remuneration of £0.3m (£0.6m FY 2024), which the recipient Directors have agreed to defer with a view to support the company in meeting its going concern assumption as required.
Based on above, whilst the Directors are confident that required cash could be arranged as required to avoid any scenario of cash deficit based on a strong trading performance, receipt of R&D tax credits, through cost mitigations and debit or equity raise (especially given the strong track record of successful equity raises in June 2024 and in March 2025), there are however uncertainties present in this regard as disclosed above which indicates that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. The Board believes it is appropriate to adopt the going concern basis in the preparation of the financial statements.
The financial statements do not include any adjustments that may arise in the event of the Group not being a going concern.
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 the Group's cash generating unit as it is expected to benefit from synergies of the combination. The cash-generating unit to which goodwill has been allocated is 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 (prior to the period ended 2013) to IFRS's has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date. As per note 13 in the financial statements, goodwill was impaired in full in the year ended 31 March 2024.
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 exists under IFRS. 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% 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").
Recognition and measurement
Amortised cost
Regular purchases and sales of financial assets are recognised on the trade date at cost - the date on which the Group commits to purchasing or selling the asset. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the risks and rewards of ownership.
Fair value through the profit or loss
Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are measured at FVTPL. The Group holds equity instruments that are classified as FVTPL as these were acquired principally for the purpose of selling.
Financial assets at FTVPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss. Fair value is determined by using market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the 'fair value hierarchy'):
- Level 1: Quoted prices in active markets for identical items (unadjusted)
- Level 2: Observable direct or indirect inputs other than Level 1 inputs
- Level 3: Unobservable inputs (i.e. not derived from market data).
The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognised in the period they occur.
The Group measures its investments in quoted shares using the quoted market price. For shares held in unlisted entities, the share price is based on the current financial and operational performance, as well as taking the potential of future plans into account. Unlisted investments whose fair value cannot be measured reliably, are measured at cost less impairment.
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.
Where under IFRS 9 Financial Instruments are identified, the CLNs are accounted for as hybrid financial instruments where fixed-for-fixed requirement is not met under IAS 32 and IFRS 9, the host debt liability is measured at amortized cost and an embedded derivative liability measured at fair value through profit or loss.
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.
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 2025, 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.
Research and development credits are received by the Company every year as a result. The credits received are accounted for once the cash is received.
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 Group's cash is currently limited, but the Directors are reasonably confident that adequate funding from the issue of equity, sales, and research and development credits 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 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 2025, 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 13.
Capitalised development costs
Development costs incurred last year 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 consisted of salary expenses to which an estimated proportion of development time has been applied. Salary expenses were capitalised because the work done is expected to lead to future economic benefits for the Group. The proportion of salary expenses that was 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. There are no capitalized development cost in the current year.
Research and Development claims
The company has made required estimates and judgements with regards to R&D tax claims under applicable laws and regulations, and these are recognised once cash is received.
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 14. 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 14.
Cost of sales
The allocation of staff costs to cost of sales requires judgement from management in determining the proportion of time and related expenses that are directly attributable to revenue-generating activities. This allocation is based on management's assessment of roles, responsibilities and time spent on client delivery. While this necessarily involves estimation, management considers the approach to be reasonable and consistently applied.
5. Segment information
Business segments are identified according to the different trading activities in the Group.
After the disposal of Sport in Schools in November 2023, the Group's sole trading segment for the year was ESG and data services. All revenue was generated in the UK.
6. Revenue and cost of sales
|
31 March 2025 |
|
ESG and Data services £ |
Total £ |
|
Revenue |
|
529,509 |
529,509 |
|
Cost of sales |
|
(162,808) |
(162,808) |
|
31 March 2024 |
|
ESG and Data services £ |
Total £ |
|
Revenue |
|
369,860 |
369,860 |
|
Cost of sales |
|
- |
- |
Lodbrok Capital LLP were the only customer that accounted for over 10% of the Group's revenue for the year, contributing £452,803 (2024: Lodbrok Capital LLP - £179,675).
There were no cost of sales identified in 31 March 2024 because the cost of sales mainly consist of staff costs that were capitalized, given Company's entire focus being on development activities.
7. Administrative expenses - continued operations
|
|
|
|
|
|
|
Year ended 31 March 2025 - continued operations £ |
Year ended 31 March 2024 - continued operations (Restated) £ |
|
|
|
|
|
|
|
Employee salaries and costs |
632,255 |
82,150 |
|
|
Director remuneration |
289,782 |
258,521 |
|
|
Office and expenses |
27,022 |
24,821 |
|
|
Travel & subsistence |
12,700 |
18,738 |
|
|
Professional & consultancy fees |
564,022 |
335,791 |
|
|
IT & Software |
21,327 |
- |
|
|
Subscriptions |
103,627 |
99,280 |
|
|
Insurance |
69,819 |
82,144 |
|
|
Depreciation and amortisation |
3,065 |
1,554,998 |
|
|
Share option expense |
223,731 |
15,637 |
|
|
Exchange related costs |
84,593 |
94,191 |
|
|
Other expenses |
13,547 |
11,572 |
|
|
Total administrative expenses |
2,045,490 |
2,577,843 |
|
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 2025 £ |
Year ended 31 March 2024 £ |
|
Auditors' remuneration |
59,000 |
80,300 |
8. Employee benefit expense
|
|
Group |
|
Company |
||
|
Staff costs (excluding Directors) |
Year ended 31 March 2025 £ |
Year ended 31 March 2024 £ |
|
Year ended 31 March 2025 £ |
Year ended 31 March 2024 £ |
|
Salaries and wages |
619,538 |
183,887 |
|
- |
- |
|
Social security costs |
98,935 |
46,043 |
|
- |
- |
|
Pension contributions |
37,690 |
20,987 |
|
- |
- |
|
Other employment costs |
- |
1,973 |
|
- |
- |
|
|
756,163 |
252,890 |
|
- |
- |
The average monthly number of employees for the Group during the year was 6 (31 March 2024: 109) and the average monthly number of employees for the Company was nil (31 March 2024: nil).
Of the above Group staff costs, £nil (31 March 2024: £711,605) has been capitalised in accordance with IAS 38 as development costs and are shown as an intangible addition in the year.
Of the above Group staff costs £123,908 (31 March 2024: £nil) has been classified as cost of sales as the work that they carried out was directly related to the services provided by the Group.
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 2025 £ |
Year ended 31 March 2024 (restated) £ |
|
Continued operations |
|
|
|
Other Losses |
(30,482) |
(6,590) |
|
Other gains |
51,424 |
- |
|
Other gain/(losses) |
20,942 |
(6,590) |
|
Discontinued Operations |
|
|
|
Profit on disposal of subsidiary |
- |
164,300 |
|
Other Losses |
- |
(207) |
|
Other gain/(losses) |
20,942 |
157,503 |
10. Other operating income
|
|
Group |
|
|
|
Year ended 31 March 2025 £ |
Year ended 31 March 2024 £ |
|
Continued operations |
|
|
|
Sale of equipment |
- |
3,157 |
|
Non-trade related income |
10,000 |
- |
|
|
10,000 |
3,157 |
|
Discontinued operations |
|
|
|
Other income |
- |
386 |
|
|
10,000 |
3,543 |
11. Finance income/(costs)
|
|
Group |
|
|
|
Year ended 31 March 2025 £ |
Year ended 31 March 2024 (Restated) £ |
|
Continued operations |
|
|
|
Interest received from cash and cash equivalents |
740 |
263 |
|
Other finance income |
55,693 |
46,645 |
|
|
56,433 |
46,908 |
|
Discontinued operations |
|
|
|
Interest received from cash and cash equivalents |
- |
822 |
|
Finance income |
56,433 |
47,730 |
|
Continued operations |
- |
|
|
Loan interest |
(137,240) |
(171,000) |
|
Discontinued operations |
- |
|
|
Loan interest |
(14,285) |
(4,157) |
|
Finance Costs |
(151,525) |
(175,157) |
The other finance income gain arises because the convertible loan notes are recognised at fair value, which is lower than its nominal value. This results in a 'day one' gain, due to the difference between the principal amount of the CLNs and the fair value of the instruments. The discount effectively reflects the market-based valuation of the loan's terms under IFRS 9.
The loan interest entirely relates to the convertible loan notes. Please refer note 20 for further details.
12. Property, plant and equipment
|
Group |
|
|||
|
|
Plant and equipment £ |
Total £ |
||
|
Cost |
|
|
||
|
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 |
||
|
As at 1 April 2024 |
29,370 |
29,370 |
||
|
Additions |
1,083 |
1,083 |
||
|
Disposals |
- |
- |
||
|
As at 31 March 2025 |
30,453 |
30,453 |
||
|
Depreciation |
|
|
||
|
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 |
||
|
As at 1 April 2024 |
23,718 |
23,718 |
||
|
Charge for the year |
3,065 |
3,065 |
||
|
Disposal |
- |
- |
||
|
As at 31 March 2025 |
26,783 |
26,783 |
||
|
Net book value as at 31 March 2024 |
5,652 |
5,652 |
||
|
Net book value as at 31 March 2025 |
3,670 |
3,670 |
||
All tangible assets shown above are assets in use by the Group's subsidiary undertakings.
13. 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 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 |
|
Disposal/write-off |
- |
(587,184) |
- |
- |
- |
(587,184) |
|
As at 31 March 2025 |
21,621,803 |
2,974,768 |
16,385,727 |
1,207,000 |
1,094,000 |
43,283,298 |
|
Amortisation |
|
|
|
|
|
|
|
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) |
|
Disposal/write-off |
- |
587,184 |
- |
- |
- |
587,184 |
|
Impairment |
- |
(988,929) |
(3,095,296) |
(319,775) |
- |
(4,404,000) |
|
As at 31 March 2025 |
(21,621,803) |
(2,974,768) |
(16,385,727) |
(1,207,000) |
(1,094,000) |
(43,283,298) |
|
Net book value 2024 |
- |
988,929 |
3,095,296 |
319,775 |
- |
4,404,000 |
|
Net book value 2025 |
- |
- |
- |
- |
- |
- |
As part of the disposal of Sport in Schools and Elms Group in November 2023, goodwill of £60,000 was disposed of.
Following the closure of Ultimate Player Limited during the year ended 31 March 2025, the associated intangible assets and accumulated amortisation were written off in full, by £587,184.
Development costs in the year ended 31 March 2024 were 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. No costs development costs were capitalised in the year ended 31 March 2025.
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 consisting of ESG and bespoke data services.
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 CGU represents the smallest identifiable group of assets that generate cash flows. The total intangible value, incorporating goodwill and the intangible asset value, is determined using discounted cash flow projections derived from the total historical revenue profile.
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 unit is 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 2026 and exponentially grow from 2027-2029, these forecasts are reduced from previous forecasts prepared.
(ii) Operational costs are monitored and controlled
Following their assessment, the Directors concluded that an impairment charge of £4,404.000 (2024: £15,317,338) was necessary for the year ended 31 March 2025 due to the reduced long term future sales forecast.
14. Investments in subsidiary undertakings
|
|
Company |
|
|
Shares in Group Undertakings |
Investment in subsidiaries |
Loans to Group Undertakings |
|
Cost |
|
|
|
31 March 2024 |
- |
5,006,134 |
|
Additions |
- |
- |
|
31 March 2025 |
- |
5,006,134 |
|
|
Company |
|
|
Amounts owed from subsidiary undertakings |
NBV 31 March 2025 £ |
NBV 31 March 2024 £ |
|
Cost |
|
|
|
Insig Partners |
5,164,059 |
- |
|
Insig Data |
41,117 |
- |
|
Loans to Group undertakings |
187 |
4,075,827 |
|
Impairment |
(5,205,176) |
- |
|
Total |
187 |
4,075,827 |
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.
There was no impairment on the investment held in Insig Partners as this was reduced to nil in the year ended 31 March 2024 (£15,594,537). 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 in the year ended 31 March 2024. This was applied as a result of a revised forecast dated from March 2025 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.
For the year ended 31 March 2025, an impairment of £5,164,059 was applied on the loans granted to Insig Partners by Insig AI plc (2024: £930,307). There was also an impairment of £41,117 on the loans granted to Insig Data by Insig AI plc (2024: nil). These impairments were agreed based on the recoverability of the loans, after taking the net assets of the subsidiaries 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 |
|
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 |
** Shares held indirectly by Insig Partners Limited
During the year, Westside Sports, Ultimate Player and Pantheon Leisure were dissolved.
15. Investments
Financial assets at fair value through profit or loss are as follows:
|
|
Level 1 £ |
Level 2 £ |
Level 3 £ |
Total £ |
|
31 March 2024 |
- |
- |
- |
- |
|
Additions |
- |
- |
123,750 |
123,750 |
|
31 March 2025 |
- |
- |
123,750 |
123,750 |
On 30 May 2024, the Group purchased 1,090 shares in ImpactScope OU for £123,750 via a share for share exchange. This is a Level 3 investment, with no public information available so management have valued the investment at cost.
After reviewing the latest unaudited financial statements of ImpactScope as well as their management accounts, no indicators of impairment have been identified by management in relation to the investment in ImpactScope. There have been no significantly adverse changes in the company's financial condition, nor any market data that implies a material decrease in their value.
16. Trade and other receivables
|
|
Group |
|
Company |
||
|
Current |
31 March 2025 £ |
31 March 2024 £ |
|
31 March 2025 £ |
31 March 2024 £ |
|
Trade receivables |
73,012 |
77,250 |
|
- |
- |
|
Amounts due from subsidiary undertakings |
- |
- |
|
30,245 |
230,853 |
|
Prepayments |
19,137 |
27,067 |
|
19,137 |
27,067 |
|
VAT receivable |
- |
- |
|
32,036 |
8,809 |
|
Other receivables |
421 |
423 |
|
- |
- |
|
Total |
92,570 |
104,740 |
|
81,418 |
266,729 |
The ageing of trade receivables is as follows:
|
|
|
Group |
|
|
|
|
As at 31 March 2025 £ |
As at 31 March 2024 £ |
|
Up to 3 months |
|
73,012 |
77,250 |
|
Total |
|
73,012 |
77,250 |
|
|
|
Company |
|
|
|
|
As at 31 March 2025 £ |
As at 31 March 2024 £ |
|
Up to 3 months |
|
- |
- |
|
Total |
|
- |
- |
17. Cash and cash equivalents
|
|
Group |
|
Company |
||
|
|
31 March 2025 £ |
31 March 2024 £ |
|
31 March 2025 £ |
31 March 2024 £ |
|
Cash at bank and in hand |
328,796 |
37,847 |
|
270,433 |
14,459 |
18. Trade and other payables
|
|
Group |
|
Company |
|||
|
|
31 March 2025 £ |
31 March 2024 £ |
|
31 March 2025 £ |
31 March 2024 £ |
|
|
Trade payables |
227,459 |
139,722 |
|
187,085 |
116,883 |
|
|
Accruals |
94,854 |
108,860 |
|
66,250 |
71,735 |
|
|
Other payables |
- |
24,482 |
|
- |
1,964 |
|
|
Taxes and social security |
- |
65,174 |
|
- |
2,264 |
|
|
|
322,313 |
338,238 |
|
253,335 |
192,846 |
|
The ageing of trade and other payables is as follows:
|
|
|
Group |
|
||||
|
|
|
As at 31 March 2025 £ |
As at 31 March 2024 £ |
||||
|
Up to 3 months |
|
240,242 |
231,637 |
||||
|
3 to 6 months |
|
4,350 |
- |
||||
|
6 to 12 months |
|
- |
90,101 |
||||
|
Over 12 months |
|
77,721 |
16,500 |
||||
|
Total |
|
322,313 |
338,238 |
||||
|
|
|
|
|
||||
|
|
|
Company |
|
|
|||
|
|
|
As at 31 March 2025 £ |
As at 31 March 2024 £ |
|
|||
|
Up to 3 months |
|
171,280 |
115,121 |
|
|||
|
3 to 6 months |
|
4,350 |
- |
|
|||
|
6 to 12 months |
|
77,705 |
77,725 |
|
|||
|
Total |
|
253,335 |
192,846 |
|
|||
|
|
|
|
|
|
|||
19. Leases and borrowings
|
|
Group |
Company |
||
|
|
31 March 2025 |
31 March 2024 |
31 March 2025 |
31 March 2024 |
|
|
£ |
£ |
£ |
£ |
|
Not later than one year: |
|
|
|
|
|
Convertible loan note |
1,732,541 |
1,650,994 |
1,732,541 |
1,650,994 |
|
Total |
1,732,541 |
1,650,994 |
1,732,541 |
1,650,994 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
31 March 2025 |
||
|
|
£ |
£ |
£ |
||
|
|
|
|
|
||
|
Convertible loan note - opening liability |
1,105,525 |
545,469 |
1,650,994 |
||
|
Interest |
|
|
|
||
|
Accrued interest |
72,206 |
65,034 |
137,240 |
||
|
Modification of convertible loan note |
(35,476) |
(20,217) |
(55,693) |
||
|
Total |
1,142,255 |
590,286 |
1,732,541 |
||
20. Convertible loan notes
|
|
|
|
|
|
|||
|
|
|
|
|
31 March 2024 (restated) |
|||
|
|
£ |
£ |
£ |
£ |
|||
|
|
|
|
|
|
|||
|
Convertible loan note - opening liability |
1,053,617 |
512,946 |
750,000 |
2,316,563 |
|||
|
Interest |
|
|
|
|
|||
|
Accrued interest |
82,827 |
48,249 |
35,076 |
166,152 |
|||
|
|
|
|
|
|
|||
|
Conversion |
- |
- |
(785,076) |
(785,076) |
|||
|
Modification of convertible loan note |
(30,919) |
(15,726) |
- |
(46,645) |
|||
|
Total |
1,105,525 |
545,469 |
- |
1,650,994 |
|||
*This note has been restated as a result of a prior period error related to the CLNs in the financial statements for the period ended 31 March 2024. More details of this are included in note 30.
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.
|
|
|
|
31 March 2025 |
|
|
£ |
£ |
£ |
|
|
|
|
|
|
Convertible loan note - opening liability |
1,105,525 |
545,469 |
1,650,994 |
|
Interest |
|
|
|
|
Accrued interest |
72,206 |
65,034 |
137,240 |
|
Total |
1,177,731 |
610,503 |
1,788,234 |
|
|
|
|
|
||
|
|
|
|
31 March 2024 (restated) |
||
|
|
£ |
£ |
£ |
||
|
|
|
|
|
||
|
Convertible loan note - opening liability |
1,803,617 |
512,946 |
2,316,563 |
||
|
Interest |
|
|
|
||
|
Accrued interest |
117,903 |
48,249 |
166,152 |
||
|
|
|
|
|
||
|
Conversion |
(785,076) |
- |
(785,076) |
||
|
Total |
1,136,444 |
561,195 |
1,697,639 |
||
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 14 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 and all accrued interest up to that date would be rolled up into the principal amount. 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.
On 30 June 2024, the terms of the convertible loan note ("CLN") agreed with David Kyte were revised. The term of the agreement was extended to 30 September 2025.
On 3 July 2024, the terms of the convertible loan note ("CLN") agreed with Richard were revised. The interest rate was reduced to 6%, effective 1 July 2024. The term of the agreement was also extended to 30 September 2025.
A discount rate of 11.37% was applied to convertible loan notes 1 and 2 after review from management. This discount rate was agreed as it falls within the typical range of convertible loan notes in the UK and aligns with market-standard interest rates. Additionally, it reflects the characteristics of short-term interest-bearing instruments and meets valuation requirements of IFRS 9.
21. Deferred tax
An analysis of the deferred tax liability is set out below.
|
|
|
|
|
|
|
|
|
|
|
Cost £ |
|
Deferred tax liability |
|
|
|
|
|
As at 31 March 2023 |
|
|
|
2,586,096 |
|
Deferred tax liability for intangibles |
|
|
|
(1,485,096) |
|
As at 31 March 2024 |
|
|
|
1,101,000 |
|
Deferred tax liability for intangibles |
|
|
|
(1,101,000) |
|
As at 31 March 2025 |
|
|
|
- |
As the intangible assets of the group were impaired in full, the related deferred tax liabilities were also written off after review from Management.
22. Financial Instruments by Category
Group
|
|
31 March 2025 |
31 March 2024 |
|||
|
|
Amortised cost |
Total |
Amortised cost |
Total |
|
|
Financial Assets per Statement of Financial Position |
£ |
£ |
£ |
£ |
|
|
Trade and other receivables |
73,433 |
73,433 |
77,673 |
77,673 |
|
|
Cash and cash equivalents |
328,796 |
328,796 |
37,847 |
37,847 |
|
|
|
402,229 |
402,229 |
115,520 |
115,520 |
|
|
|
|
|
|||
|
|
31 March 2025 |
31 March 2024 (restated) |
|||
|
|
Amortised cost |
Total |
Amortised cost |
Total |
|
|
Financial Liabilities per Statement of Financial Position |
£ |
£ |
£ |
£ |
|
|
Trade and other payables |
321,884 |
321,884 |
248,582 |
248,582 |
|
|
Convertible Loan notes (restated) |
1,732,541 |
1,732,541 |
1,650,994 |
1,650,994 |
|
|
|
2,054,425 |
2,054,425 |
1,899,576 |
1,899,576 |
|
The convertible loan notes provided by Richard Bernstein and David Kyte have been included in the payables as they are classed as financial liabilities.
Company
|
|
31 March 2025 |
31 March 2024 |
||
|
|
Amortised cost |
Total |
Amortised cost |
Total |
|
Financial Assets per Statement of Financial Position |
£ |
£ |
£ |
£ |
|
Trade and other receivables |
62,282 |
62,282 |
230,852 |
230,852 |
|
Due from subsidiary undertakings |
187 |
187 |
4,075,827 |
4,075,827 |
|
Cash and cash equivalents |
270,433 |
270,433 |
14,459 |
14,459 |
|
|
332,902 |
332,902 |
4,321,138 |
4,321,138 |
|
|
31 March 2025 |
31 March 2024 |
|
||
|
|
Amortised cost |
Total |
Amortised cost |
Total |
|
|
Financial Liabilities per Statement of Financial Position |
£ |
£ |
£ |
£ |
|
|
Trade and other payables |
253,335 |
253,335 |
192,846 |
192,846 |
|
|
|
253,335 |
253,335 |
192,846 |
192,846 |
|
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.
23. Share capital and premium
|
Group and Company |
Number of shares |
Share capital |
|||
|
|
31 March 2025 |
31 March 2024 |
31 March 2025 |
31 March 2024 |
|
|
Ordinary shares |
119,932,637 |
109,601,025 |
1,199,327 |
1,096,010 |
|
|
Deferred shares |
22,811,638 |
22,811,638 |
2,053,047 |
2,053,047 |
|
|
Total |
142,744,275 |
132,412,663 |
3,252,374 |
3,149,057 |
|
The total value for share capital in the published financial statements for the year ended 31 March 2024 was incorrectly stated as 3,894,880. This was incorrect and has been adjusted accordingly in the table above to £3,149,057.
|
Issued at 0.01 pence per share |
Number of Ordinary shares |
Share capital £ |
Share premium £ |
Total £ |
|
As at 31 March 2024 |
109,601,025 |
1,096,010 |
40,810,725 |
41,906,735 |
|
250,000 new ordinary shares at 20 pence per share |
250,000 |
2,500 |
47,500 |
50,000 |
|
500,000 new ordinary shares at 20 pence per share |
500,000 |
5,000 |
95,000 |
100,000 |
|
500,000 new ordinary shares at 20 pence per share |
500,000 |
5,000 |
95,000 |
100,000 |
|
Investment in ImpactScope - 394,112 new ordinary shares issued (505,888 shares issued from treasury reserve) |
394,112 |
3,942 |
119,809 |
123,751 |
|
500,000 new ordinary shares at 12.5 pence per share |
500,000 |
5,000 |
57,500 |
62,500 |
|
6,000,000 new ordinary shares at 12.5 pence per share |
6,000,000 |
60,000 |
690,000 |
750,000 |
|
2,187,500 new ordinary shares at 16 pence per share |
2,187,500 |
21,875 |
328,125 |
350,000 |
|
As at 31 March 2025 |
119,932,637 |
1,199,327 |
42,243,659 |
43,442,986 |
As at 31 March 2025, The Company had no shares held in treasury (2024: 505,888). The number of ordinary shares presented are the number of ordinary shares before taking the treasury reserve into account.
On 4 April 2024, the Company issued 250,000 shares at 20 pence per share to raise £50,000.
On 2 May 2024, the Company issued 500,000 shares at 20 pence per share to raise £100,000.
On 30 May 2024, the Company issued 500,000 shares at 20 pence per share to raise £100,000.
On 30 May 2024, the Company issued 394,112 shares and 505,888 shares from the treasury reserve at 13.75 pence per share for a consideration of £123,750.
On 5 June 2024, the Company issued 500,000 shares at 12.5 pence per share to raise £62,500.
On 5 June 2024, the Company issued 6,000,000 shares at 12.5 pence per share to raise £750,000.
On 24 March 2025, the Company issued 2,187,500 shares. At 16 pence per share to raise £350,000.
|
Deferred Shares (nominal value of 0.09 pence per share) |
Number of Deferred shares |
Share capital £ |
|
As at 31 March 2024 |
22,811,638 |
2,053,047 |
|
As at 31 March 2025 |
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.
The deferred shares relate to a sub-division of shares that took place in 2018.
24. 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 2025 |
|
Options & Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
1 August 2019 |
31 July 2021 |
31 July 2025 |
0.6 |
|
2,000,000 |
|
10 May 2021 |
10 May 2022 |
10 May 2027 |
0.84 |
|
394,613 |
|
4 March 2022 |
4 October 2024 |
7 March 2032 |
0.48 |
|
575,000 |
|
22 December 2022 |
22 December 2022 |
31 December 2025 |
0.25 - 0.3 |
|
3,055,556 |
|
6 June 2024 |
- |
5 June 2029 |
0.3 |
|
2,000,000 |
|
6 June 2024 |
- |
5 June 2029 |
0.2 |
|
5,800,000 |
|
|
|
|
|
|
13,825,169 |
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
|
|
2025 |
|
2024 |
|
Outstanding at beginning of period |
3,450,169 |
|
3,450,169 |
|
Exercised |
- |
|
- |
|
Vested |
- |
|
- |
|
Outstanding as at period end |
3,450,169 |
|
3,450,169 |
|
Exercisable at period end |
3,450,169 |
|
3,450,169 |
The movements in the weighted average exercise price of the warrants were as follows:
|
|
2025 |
|
2024 |
|
Outstanding at beginning of period |
0.52 |
|
0.52 |
|
Granted |
- |
|
- |
|
Outstanding as at period end |
0.52 |
|
0.52 |
|
Exercisable at period end |
0.52 |
|
0.52 |
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 2024 - £Nil). In arriving at this amount, the expected volatility is based on the historical volatility of comparable companies, the expected life is the average expected period to exercise, and the risk-free rate of return using the SONIA rate.
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 (restated) |
|
Granted on: |
22 December 2022 |
|
Life (years) |
3 years |
|
Share price (pence per share) |
15p |
|
Exercise price |
25-30p |
|
Shares under option |
3,055,556 |
|
Vesting period (years) |
3 years |
|
Expected volatility |
20% |
|
Total fair value (pence per option) |
0.001 - 0.004
|
|
|
2021 Warrants (restated) |
|
Granted on: |
10 May 2021 |
|
Life (years) |
6 years |
|
Share price (pence per share) |
87p |
|
Exercise price |
83.7p |
|
Shares under option |
394,613 |
|
Vesting period (years) |
1 year |
|
Expected volatility |
20% |
|
Total fair value (pence per option) |
0.18
|
The weighted average contractual life of options outstanding on 31 March 2025 was 0.9 years (2024: 1.9 years)
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. 7,800,000 options were granted in the year ended March 2025 (2024: nil). Details of the options are set out below:
|
|
2025 |
|
2024 |
|
Outstanding at beginning of period |
4,575,000 |
|
6,575,000 |
|
Lapsed during period |
(2,000,000) |
|
(2,000,000) |
|
Exercised |
- |
|
- |
|
Granted |
7,800,000 |
|
- |
|
Outstanding as at period end |
10,375,000 |
|
4,575,000 |
|
Exercisable at period end |
2,575,000 |
|
2,000,000 |
The movements in the weighted average exercise price of the options were as follows:
|
|
2025 |
|
2024 |
|
Outstanding at beginning of period |
53.2 |
|
46.2 |
|
Lapsed |
48.0 |
|
30.0 |
|
Exercised |
- |
|
- |
|
Granted |
22.6 |
|
- |
|
Outstanding as at period end |
31.1 |
|
53.2 |
|
Exercisable at period end |
57.3 |
|
60.0 |
The fair value of the equity instruments granted was determined using the Black Scholes Model. The conditions attached to the options granted on 4 March 2022 include continuing employment. The options granted on 6 June 2024 vest equally over a three-year period, on the first, second and third anniversary of the date of grant and are subject to certain vesting criteria, namely:
- Revenue exceeding £2.0m for a preceding 12 month rolling period (50% of the award); and
- Revenue exceeding £3.0m for a preceding 12 month rolling period (50% of the award)
The inputs into the model for options outstanding at the year-end were as follows:
|
|
2022 Options (restated) |
|
Granted on: |
4 March 2022 |
|
Life (years) |
6 years |
|
Share price (pence per share) |
29p |
|
Exercise price |
48p |
|
Shares under option |
2,575,000 |
|
Risk free rate |
0.45% |
|
Expected volatility |
20% |
|
Vesting period (years) |
2.5years |
|
Total fair value (pence per option) |
0.015 |
|
|
2024 Options |
|
Granted on: |
6 June 2024 |
|
Life (years) |
5 years |
|
Share price (pence per share) |
18.25p |
|
Exercise price |
20p |
|
Shares under option |
5,800,000 |
|
Risk free rate |
5.20% |
|
Expected volatility |
60.23% |
|
Vesting criteria |
When the Company's annual revenue exceeds milestones of £2m and £3m in preceding 12 months each |
|
Total fair value (pence per option) |
0.09 |
|
|
2024 Options |
|
Granted on: |
6 June 2024 |
|
Life (years) |
5 years |
|
Share price (pence per share) |
18.25p |
|
Exercise price |
30p |
|
Shares under option |
2,000,000 |
|
Risk free rate |
5.20% |
|
Expected volatility |
60.23% |
|
Vesting criteria |
When the Company's annual revenue exceeds milestones of £2m and £3m in preceding 12 months each |
|
Total fair value (pence per option) |
0.09 |
The expected volatility is based on the historical volatility of comparable companies, the expected life is the average expected period to exercise, and the risk-free rate of return using the SONIA rate.
In accordance with IFRS 2, the fair value of the share options issued and recognised as a charge in the accounts for the year ended 31 March 2025 is £223,731 (2024: £15,637 restated).
The weighted average contractual life of options outstanding on 31 March 2025 was 3.6 years (2024: 5 years).
25. Other reserves
|
|
|
|
|
|
|
|
Merger reserve £ |
Total £ |
|
At 31 March 2024 |
|
516,015 |
516,015 |
|
Prior period adjustment |
|
(190,432) |
(190,432) |
|
At 31 March 2024 (restated) |
|
325,583 |
325,583 |
|
At 31 March 2025 |
|
325,583 |
325,583 |
*The remaining balance relates to the Group's merger reserve.
26. Directors' remuneration
|
|
|
|
31 March 2025 |
|
|||
|
|
Salary or Fees |
Pension |
Share-based payments |
Total |
|
||
|
|
£ |
£ |
£ |
£ |
|
||
|
Executive Directors |
|
|
|
|
|
||
|
Richard Bernstein |
47,500 |
- |
65,520 |
113,020 |
|
||
|
Steven Cracknell |
156,000 |
10,000 |
29,133 |
195,133 |
|
||
|
Warren Pearson |
26,000 |
1,667 |
29,133 |
56,800 |
|
||
|
Colm McVeigh |
12,500 |
900 |
(30,975) |
(17,575) |
|
||
|
Non-executive Directors |
|
|
|
|
|
||
|
John Wilson |
41,667 |
- |
- |
41,667 |
|
||
|
Richard Cooper* |
12,000 |
- |
- |
12,000 |
|
||
|
|
295,667 |
12,567 |
92,811 |
401,045 |
|
||
*Richard Cooper is a director of Luclem Estates & Advisory Limited which received £33,015 in fees in the year to 31 March 2025.
No directors retired after the year end.
Of the above Group directors' remuneration, £nil (31 March 2024: £308,911) has been capitalised in accordance with IAS 38 as development related costs and are shown as an intangible addition in the year.
Of the above Group directors' remuneration, £38,900 (31 March 2024: £nil) has been classified as cost of sales as the work that they carried out was directly related to the services provided by the Group.
|
|
|
|
31 March 2024 (restated) |
|
|||
|
|
Salary or Fees |
Pension |
Share-based payments |
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 |
11,964 |
167,964 |
|
||
|
Non-executive Directors |
|
|
|
|
|
||
|
John Murray |
2,917 |
- |
- |
2,917 |
|
||
|
Richard Cooper* |
12,000 |
- |
- |
12,000 |
|
||
|
|
534,560 |
26,000 |
11,964 |
572,524 |
|
||
The remuneration of Directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.
27. Income tax expense
|
|
Group |
|
|
|
Year ended 31 March 2025 £ |
Year ended 31 March 2024 £ |
|
Current Tax |
|
|
|
UK corporation tax on profit for the year |
- |
(117,043) |
|
Adjustments in respect of prior periods |
(292,853) |
(13,291) |
|
Total current tax |
(292,853) |
(130,334) |
|
Deferred Tax |
|
|
|
Intangibles on business combinations |
(1,101,000) |
(1,485,096) |
|
Total deferred tax |
(1,101,000) |
(1,485,096) |
|
Total income tax expense |
(1,393,853) |
(1,615,430) |
|
|
Group |
|
|
|
Year ended 31 March 2025 £ |
Year ended 31 March 2024 (restated) £ |
|
Loss before tax |
(6,132,654) |
(17,652,846) |
|
Tax at the standard corporation tax rate (25%) |
(1,533,162) |
(4,413,212) |
|
Effects of: |
|
|
|
Expenditure not deductible for tax purposes |
1,405,641 |
3,048,662 |
|
Income not taxable for tax purposes |
(2,480,108) |
(65,462) |
|
Adjustments in respect of prior periods - current tax |
(292,853) |
7,091 |
|
Group relief surrendered/(claimed) |
- |
(13,335) |
|
Unrecognised deferred tax asset in relation to carried forward losses |
- |
(179,174) |
|
Movement in deferred tax not recognised |
1,506,629 |
- |
|
Tax charge |
(1,393,853) |
(1,615,430) |
The Group has unutilised tax losses of approximately £15,295,656 (31 March 2024 £14,545,091) 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. The research and development claim received during the year of £308,221 (2024: £130,333) has been included in the tax credit amount in line with IFRS.
28. Earnings/Loss per share
Continued Operations
The calculation of the total basic loss per share of 4.09 pence (31 March 2024: 15.8 pence) is based on the loss attributable to equity holders of the parent company's continued operations of £4,738,801 (31 March 2024 restated: £16,037,416) and on the weighted average number of ordinary shares of 116,446,500 (31 March 2024: 100,155,706) in issue during the year.
Discontinued Operations
The calculation of the total basic loss per share of 0.02 pence (31 March 2024: 0.21 pence) is based on the loss attributable to equity holders of the parent company's discontinued operations of £17,995 and on the weighted average number of ordinary shares of 116,446,500 (31 March 2024: 100,155,706) 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 25.
29. Discontinued Operations
During the year, three subsidiaries of the group were dissolved. The companies dissolved were Pantheon Leisure Plc, Westside Sports Limited and Ultimate Player Limited. The tables below show the respective carrying amounts of assets and liabilities of the subsidiaries at the date of being dissolved.
Financial performance
The carrying amounts of assets and liabilities were:
Ultimate Player Limited
|
|
|
|
|
16 July 2024 £ |
|
|
|
|
|
|
|
Trade and other receivables |
|
|
|
- |
|
Total assets |
|
|
|
- |
|
Trade and other payables |
|
|
|
981,939 |
|
Total liabilities |
|
|
|
981,939 |
|
Net Liabilities disposed |
|
|
|
(981,939) |
|
|
|
|
|
|
Westside Sports Limited
|
|
|
|
|
7 January 2025 £ |
|
|
|
|
|
|
|
Investment in subsidiary |
|
|
|
75,262 |
|
Total assets |
|
|
|
75,262 |
|
Trade and other payables |
|
|
|
734,397 |
|
Total liabilities |
|
|
|
734,397 |
|
Net Liabilities disposed |
|
|
|
(659,135) |
|
|
|
|
|
|
|
|
|
|
|
|
Pantheon Leisure Plc
|
|
|
|
|
11 February 2025 £ |
|
|
|
|
|
|
|
Trade and other receivables |
|
|
|
182,587 |
|
Total assets |
|
|
|
182,587 |
|
Trade and other payables |
|
|
|
271,410 |
|
Total liabilities |
|
|
|
271,410 |
|
Net Liabilities disposed |
|
|
|
(88,823) |
The loss for the period for Pantheon Leisure Plc was £17,995 (2024: £203,492).
There were no expenses in Ultimate Player Limited and Westside Sports Limited during the year (2024: nil).
30. Prior-Period Restatement
During the current year, the Group reassessed the classification of its convertible loan notes ("CLNs") under IAS 32 Financial Instruments: Presentation. The CLNs were previously accounted for as compound financial instruments, comprising a liability component and an equity component. On review of the contractual terms, it was determined that the conversion feature does not meet the "fixed-for-fixed" requirement in IAS 32, as the number of shares to be issued is variable, being based on the higher of 35 pence or the prevailing share price at the date of conversion. Consequently, no equity component should be recognised.
Under IFRS 9 Financial Instruments, the CLNs are therefore accounted for as hybrid financial instruments, consisting of a host debt liability measured at amortised cost and an embedded derivative liability measured at fair value through profit or loss. The error was in relation to two areas. Modification accounting under IFRS 9 resulting in a gain of £46,645 in the year ended 31 March 2024 and 'day one accounting' under IFRS 9 as a hybrid financial instrument in the year ended March 2023. A discount rate of 11.37% was applied to the CLNs in line with the hybrid financial instrument treatment. Justification and further details on this are included in note 20.
In reviewing the accounting for the Group's EMI share option scheme and warrants granted in 2021 and 2022, management has refined the application of IFRS 2 Share-based Payments. The options and warrants were disclosed in the financial statements, however no fair value charge was to be attributed to them at the time. Under IFRS 2, the fair value of equity-settled options and warrants is measured at the grant date and recognised as an expense over the vesting period, reflecting the services received from employees or consultants during that period. The expired options in 2024 amounting to £16,360 was not an error.
Accordingly, the comparative figures have been restated to align with this requirement and address the prior period error. The impact is to accelerate the recognition of share-based payment charges into the periods during which employees or consultants provided service, with a corresponding increase in equity. This adjustment was a non-cash adjustment to cash flows as they are equity-settled share-based payments.
The impact of the prior year restatement in respect of the classification of the options reserve and options expense are as follows:
The impact of the prior year restatement in respect of the treatment of the CLNs and share based payments are as follows:
Group
Statement of Financial Position
|
|
2024 as presented £ |
Restatement £ |
2024 restated £ |
|
Convertible loan notes |
1,544,324 |
106,670 |
1,650,994 |
|
Other reserves |
516,015 |
(190,432) |
325,583 |
|
Share based payments reserve |
2,485 |
119,112 |
121,597 |
|
Retained earnings |
(42,880,866) |
(35,350) |
(42,916,216) |
|
Net assets |
1,568,677 |
(106,670) |
1,462,007 |
Statement of Comprehensive Income
|
|
2024 as presented £ |
Restatement £ |
2024 restated £ |
|
Other finance income |
- |
(46,645) |
(46,645) |
|
Other losses |
96,374 |
(96,374) |
- |
|
Finance costs |
130,546 |
44,611 |
175,157 |
|
Option expense |
- |
15,637 |
15,637 |
|
Group loss for the year |
(16,120,188) |
82,772 |
(16,037,416) |
Company
Statement of Financial Position
|
|
2024 as presented £ |
Restatement £ |
2024 restated £ |
|
Convertible loan notes |
1,544,324 |
106,670 |
1,650,994 |
|
Other reserves |
516,015 |
(190,432) |
325,583 |
|
Share based payments reserve |
2,485 |
119,112 |
121,597 |
|
Retained earnings |
(41,858,441) |
(35,347) |
(41,893,788) |
|
Net assets |
2,619,842 |
(106,667) |
2,513,175 |
Group
Statement of Financial Position
|
|
2023 as presented £ |
Restatement £ |
2023 restated £ |
|
Convertible loan notes |
2,261,769 |
66,445 |
2,328,214 |
|
Other reserves |
377,381 |
(51,798) |
325,583 |
|
Retained losses |
(26,964,846) |
(118,122) |
(27,082,968) |
|
Share based payments reserve |
18,845 |
103,475 |
122,320 |
|
Net assets |
15,567,570 |
(66,445) |
15,501,125 |
Company
Statement of Financial Position
|
|
2023 as presented £ |
Restatement £ |
2023 restated £ |
|
Convertible loan notes |
2,261,769 |
66,445 |
2,328,214 |
|
Other reserves |
377,381 |
(51,798) |
325,583 |
|
Retained losses |
(24,689,254) |
(118,122) |
(24,807,376) |
|
Share based payments reserve |
18,845 |
103,475 |
122,320 |
|
Net assets |
17,894,179 |
(66,445) |
17,827,734 |
31. Related party transactions
Loans to Group undertakings
Amounts receivable as a result of loans granted to subsidiary undertakings are as follows:
|
|
Company |
|
|
|
31 March 2025 |
31 March 2024 |
|
|
£ |
£ |
|
Insig Partners |
- |
4,404,000 |
|
Insig Data |
- |
42,113 |
|
Insight Capital Consulting Limited |
187 |
184 |
|
Pantheon Leisure Plc |
- |
(370,470) |
|
Westside Sports Limited |
- |
- |
|
|
187 |
4,075,827 |
Insig Partners Limited
Loans totalling £760,058 were provided to Insig Partners Limited from Insig AI Plc during the year to cover operating costs (31 March 2024: £678,402).
During the year ended 31 March 2025, an impairment of £5,164,059 was applied on the loans granted to Insig Partners by Insig AI plc (2024: £930,307). This impairment was agreed based on the recoverability of the loans, after taking the net assets of the subsidiary into consideration.
Insig Data Limited (formerly FDB Systems Limited)
Loans totalling £1,306 were provided to Insig Data from Insig AI Plc during the year to cover operating costs (31 March 2024: £42,113). £2,300 was received from the Company by Insig Data.
There was also an impairment of £41,117 on the loans granted to Insig Data by Insig AI plc during the year ended 31 March 2025 (2024: nil). This impairment was agreed based on the recoverability of the loans, after taking the net assets of the subsidiary into consideration.
Insight Capital Consulting Limited
Loans totalling £20,445 were provided to Insig Partners Limited from insight Capital Consulting Limited during the year to cover operating costs (31 March 2024: £153). The majority of this balance was from interest charged on the loan balance.
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 £25,765 for the year ended 31 March 2025 (31 March 2024: £25,638) for the provision of corporate management and consulting services to the Company. There was a balance of £7,250 owing at year end (31 March 2024: £7,235).
32. Ultimate controlling party
The Directors believe there is no ultimate controlling party.
33. Contingent liability
The Group had a contingent liability as at 31 March 2025 in respect of a claim of £57,034.30 received from a service provider. £20,525 of this is included in trade creditors balance for the Group as at year end. This claim relates to an outstanding amount owed to the supplier, which is currently being disputed by the Company. The notice was received in August 2025 and there have been ongoing discussions related to the claim. Management believe that the claim won't be due in full due to the lack of services received.
34. Events after the reporting date
On 24 June 2025, the Company entered into an equity funding facility with Richard Bernstein, Chief Executive. The facility gives the right to subscribe for 1,750,000 new ordinary shares at a price of 20 pence per share. At the same date, Richard Bernstein has exercised his right to subscribe for 500,000 new ordinary shares for 20 pence per share.
On 3 July 2025, the Company appointed PJPG Consulting Limited as Strategic Allocation Adviser. The controlling shareholder, Peter Pereira-Gray, was granted 1,200,000 share options with an exercise price of 27 pence per share.
On 24 July 2025, Richard Bernstein exercised his right to purchase 375,000 shares at a price of 20 pence per share as per the above equity funding facility.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 2 days ago City of London Investment Group
- 2 days ago Aberdeen Group plc
- 2 days ago NATWEST GROUP
- 2 days ago Ondo Insurtech
- 2 days ago Banco Santander S.A.