Preliminary Results 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.
17 September 2026
Insig AI plc
("Insig AI" or the "Company")
Preliminary Results for the year ended 31 March 2026 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 2026.
The Group's Annual Report & Accounts, along with the Company's Notice of Annual General Meeting ("AGM") 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 14 October 2026 at 2:00 p.m.
Highlights
- Revenue growth of 45% for the year to 31 March 2026, increasing to £0.77 million
- Several new client wins, including the Financial Conduct Authority
- Successful equity fundraisings: £1.35 million subscribed with modest equity dilution of 4%
- Digital asset division established. Peter Pereira Gray and Lawrence Lundy Bryan secured as advisers. First digital asset completed following the year end
- Proposed name change to Candessa AI
- Current year revenue to date has exceeded the revenue generated in the first half of the prior financial year, with July and August averaging £0.1 million per month
- Two new business wins following the year end: first contract secured for the Group’s central bank dataset offering and for the deployment of the Company’s Fund Engine for a newly established Far East based macro fund
- Current year revenue forecast to more than double to £1.6 million with full year underlying operating profit expected
Richard Bernstein, Chief Executive commented: “The huge pace of change in AI presents the Company with risks and opportunities. Last year, we delivered creditable top line growth and are forecasting a further acceleration in the current year. We have positioned the business to benefit. We have also innovated with new and relevant solutions. With our first digital asset investment, we have also laid the foundations to deliver exceptional returns for our shareholders and over time, to attract substantial capital to do so.
For further information, please visit www.insg.ai or contact:
Insig AI plc richard.bernstein@insg.ai
Richard Bernstein (CEO)
Zeus (Nominated Adviser & Broker)
David Foreman / James Hornigold +44 (0)20 3829 5000
Chief Executive's Report
Dear Shareholders,
It is now more than two years since I became Chief Executive of your Company. Let me set out our market positioning, what has gone well, what has not gone well, our challenges, our opportunities, and finally, our prospects.
Our markets and our business
A year ago, I wrote that we believed that AI was going to have enormous consequences for enterprises and that we were living in a time akin to the emergence of the Internet in 1998. Now, it appears that assessment understated AI’s importance.
It was John Maynard Keynes who is attributed as saying “When the facts change, I change my mind. What do you do?” Over the last two years, the AI environment has changed beyond recognition with profound changes in both the adoption of and application of generative AI. Two years ago, agentic AI was little more than a concept. Claude and other Large Language Models (“LLMs”) were generally unknown. Earlier this month, OpenAI released its Astra model claiming its “autonomous systems outperform humans at most economically valuable work.” The seemingly impossible has become the norm: in the US, the hyperscalers have committed to spend $1 trillion a year on AI.
At Insig AI, we have remained consistent in delivering clients vast amounts of structured data at speed and scale efficiently and effectively. We have adapted our positioning to reflect the huge changes described above. Two years ago, ahead of the introduction of widely expected regulations, corporate reporting transparency formed a key part of our investment and growth plans. Yet, those regulations, whilst now flagged, have still not come into effect and are not due until 2027. Rather than wait, we have innovated and delivered new and relevant products where we see a business need.
Let me set out concisely what Insig AI does. We provide the trusted intelligence layer between our clients’ information and AI. We ingest information, we structure it, we organise and tag it, we preserve provenance, we make it searchable and we empower it to interact with AI safely and securely. This delivers clients tangible commercial wins. We also apply this expertise to our repositories of datasets, including our corporate reporting disclosures database, our central bank intelligence, and our new Fund Engine that we announced in July. We believe that our central bank datasets, now covering almost 100 countries and with AV (audio visual) feeds from central banker speeches translated and available within minutes is providing our clients with a competitive advantage. Disseminating market moving intelligence at speed is delivering our clients an edge.
Financial headlines and performance
For the year to 31 March 2026, revenue grew 45% from £0.5 million to £0.8 million. Pleasingly this was the result of new client wins as well as continuing work from existing customers.
In terms of new client wins during the year, these included a London-based, European-focused asset manager, with work relating to the automation of data collection and ingestion. This included the first commercial deployment of Insig AI's Generative Intelligence Engine (“GIE”), a proprietary product that enables organisations to apply their own expert decision-making methodology at scale to their proprietary data in a secure and auditable environment. Later in the year, further GIE new client wins were secured with an international law firm and a global advisory firm.
In April 2025, we secured an order from the Financial Conduct Authority (“FCA”). The order, for a subscription service licence agreement provides access to our Transparency and Disclosure Index ("TDI") covering UK listed companies.
One customer that signed a licence prior to the year end was slower to adopt our solutions than was anticipated: no revenue has been recognised in the year under review, but services and solutions with associated revenue have now commenced and will be recognised in the financial year ending 31 March 2027.
In summary, we are reporting an operating loss of £1.9 million. This includes a share option accounting expense of £0.4 million: no share options were exercised, and all exercise prices are significantly above the current share price. The operating loss in the prior year was £6.1 million, which included a £4.4 million impairment of intangible assets. Gross cash at 31 March 2026 was £0.1 million. Debt, which comprises entirely unsecured convertible loan notes, was £1.9 million.
Many businesses would be pleased with 45% top line growth. I regard this as a credible performance but not exceptional. Let me set out why and the actions taken to ensure that in future, we better capitalise on our opportunities.
We encountered one headwind beyond our control: in early 2026, against the backdrop of rapid adoption of LLMs in early 2026, some customer prospects understandably paused their discussions with us. However, let me be candid as to why we did not do better.
At the beginning of the year under review, we righty adopted a “land and expand” sales model. We have a small, talented and experienced team. My role is to instruct, rather than to micro-manage. Some planned for expansion was thwarted by a failure to fully complete deliverables promptly. Understandably, a client will not award additional work until work has been fully completed: not mostly finished. Whilst this is a technology business, it is also a service business.
This has rightly been addressed. I am very pleased to report that we have recently made an experienced and senior C-level technology hire, who will be joining us full-time next month. He is experienced in signing large enterprise deals and ensuring that deliverables meet and exceed client expectations.
Successful equity fundraisings
Investment and innovation represent the lifeblood of any technology business.
During the year under review, we raised a total of £1.35 million. This included October 2025 placings of £1 million at an average of 30.5p per share and an investment of £0.35m from myself earlier in the year at 20p a share. These raises were achieved with modest equity dilution of 4.02%.
Digital assets
Last September, I reported that the Company was 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. I also reported that one such option under consideration was to establish a fund dedicated to investments in digital assets and related enterprises. Last October, the Company was delighted to announce the appointment of Lawrence Lundy-Bryan as its digital asset adviser.
Since then, Peter, Lawrence and I have focused on investment opportunities and structures to apply value investment discipline to digital assets as well as AI businesses where Insig AI’s data insights can be directly applied. It is the area of providing solutions to the needs of businesses in this new and exciting digital/AI economy that excites us.
We remain of the view that a fund should be established dedicated to such investments. What matters is sequencing and timing. We first want to demonstrate our access to and ability to invest in a number of these enterprises. We expect this to coincide with increasing asset allocation into digital assets as we anticipate that currency debasement is likely to become a global financial issue.
In April 2026, we reported that we had evaluated over 100 digital asset investment opportunities. In July 2026, the Company announced that it had made its first digital asset investment: in ATM Labs B.V., trading as 4Mica, a Belgium based, early-stage AI agent micropayments solutions provider.
4Mica is building a non-custodial clearing layer for AI agent micropayments to provide a stablecoin-first cryptography-based payment rail. Creating a clearing layer between the payment protocol and the settlement layer, 4Mica believes that its clearing technology can be delivered at 99% below the cost of current transactions, while supporting significantly higher volumes.
Insig AI committed to invest an immediate €300,000, with the investment satisfied in cash structured by issuance of a convertible loan instrument ("Convertible Loan"). The Convertible Loan has a zero interest rate and maturity date of 31 August 2027. Should the Convertible Loan be converted, this will equate to a 2.94% fully diluted interest in 4Mica. Additionally, Insig AI has committed to invest €1 million conditional upon 4Mica securing a substantial fundraising round within 16 months of completion of the Convertible Loan. I indicated to the Board of Insig AI, that should it be required, I intend to underwrite such investment into Insig AI.
The Company plans to continue to invest in digital assets that offer the potential to deliver exceptional returns to our shareholders.
Potential NASDAQ listing
In April 2026, we announced that the Board believes it appropriate to consider a potential dual listing on NASDAQ, alongside its existing quotation on AIM, to fully capitalise on investment opportunities within digital assets and that the Company had commenced discussions with two US-based global legal practices on this basis. The Company stated that timing would be subject to, amongst other things, market conditions.
The Board believes that AI innovation is likely to significantly reduce the costs of a potential dual listing on NASDAQ and intends to wait for these legal practices to reflect this in their fee quotes. A further announcement will be made in due course.
Proposed name change
The Company believes that now is the right time to change its name from Insig AI Plc to Candessa AI Plc. Candessa means light, brightness, and sincerity. These are key principles of our innovation and solutions. The proposed change of name requires shareholder approval via a special resolution at the AGM. Details will be included within the forthcoming Notice of AGM.
Current trading and prospects
In the first quarter of the year, the Company’s focus was on securing trials with potential customers for our new central bank datasets and MCP connector.
It is important to understand the buying process. It includes a thorough Due Diligence Questionnaire covering data sourcing methodology, privacy/legal rights to sell the data, and risk controls, followed by a trial or pilot period that data providers typically need to run for at least three months. This enables validation of signal quality, coverage, and back test values. Then, following successful feedback, contract negotiation and onboarding require sign-off across investment, compliance, legal, and data engineering teams working in parallel. This process can typically take around six months. Consequently, first quarter sales were just under £0.25 million.
Pleasingly, last month we secured our first contract win for our central bank dataset offering. In July, we announced we had signed a Memorandum of Understanding (MoU) with the principals of a company to be incorporated in the Far East that is launching a new macro fund. I am pleased to report that this MoU has fared better than others and that last month, it converted into a signed contract.
Despite a slow start to revenue in the current year, sales in July and August averaged £0.1 million per month. Year to date revenue has exceeded the previous year’s first-half revenue of £438k.
As we stated at the beginning of April, for the current year, we expect sales to more than double: that would represent top line growth of close to 350% over three years. At such levels, the Company is expecting to achieve operating profitability.
This remains the case. It will likely depend upon continuing successful conversion of trials of central bank datasets and closing contracts that are already under discussion.
Overall, the huge pace of change in AI presents the Company with risks and opportunities. We have not only positioned the business to benefit, but we have also innovated with new and relevant solutions. I cannot overstress the importance of continuous innovation. With our first digital asset investment, we have also laid the foundations to deliver exceptional returns for our shareholders and over time, to attract substantial capital to do so. We have been busy. There remains much to do. The Board relishes it.
Consolidated statement of financial position
|
|
|
Group |
|
Company | ||
|
|
|
31 March 2026 |
31 March 2025 |
|
31 March 2026 |
31 March 2025 |
|
|
|
|
Restated |
|
|
|
|
|
Notes |
£ |
£ |
|
£ |
£ |
|
ASSETS |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
Property, plant and equipment |
14
|
1,921 |
3,670 |
|
- |
- |
|
Intangible assets |
15 |
427,811 |
- |
|
- |
- |
|
Amounts owed by subsidiaries |
16 |
- |
- |
|
583,648 |
187 |
|
Investments |
17 |
123,750 |
123,750 |
|
123,750 |
123,750 |
|
Total non-current assets |
|
553,482 |
127,420 |
|
707,398 |
123,937 |
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
Trade and other receivables |
18 |
110,784 |
103,075 |
|
64,032 |
81,418 |
|
Cash and cash equivalents |
19 |
76,737 |
328,796 |
|
12,685 |
270,433 |
|
Total current assets |
|
187,521 |
431,871 |
|
76,717 |
351,851 |
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
741,003 |
559,291 |
|
784,115 |
475,788 |
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
Trade and other payables |
20 |
520,886 |
332,818 |
|
255,979 |
253,335 |
|
Convertible loan notes |
21 |
1,918,407 |
1,732,541 |
|
1,918,407 |
1,732,541 |
|
TOTAL LIABILITIES |
|
2,439,293 |
2,065,359 |
|
2,174,386 |
1,985,876 |
|
|
|
|
|
|
|
|
|
Net Liabilities |
|
(1,698,290) |
(1,506,068) |
|
(1,390,271) |
(1,510,088) |
|
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
|
Share capital |
24 |
3,302,670 |
3,252,374 |
|
3,302,670 |
3,252,374 |
|
Share premium |
24 |
43,468,363 |
42,243,659 |
|
43,468,363 |
42,243,659 |
|
Other reserves |
|
325,583 |
325,583 |
|
325,583 |
325,583 |
|
Share-based payments reserve |
25 |
664,856 |
314,352 |
|
664,856 |
314,352 |
|
Retained losses |
|
(49,459,762) |
(47,642,036) |
|
(49,151,743) |
(47,646,056) |
|
TOTAL EQUITY |
|
(1,698,290) |
(1,506,068) |
|
(1,390,271) |
(1,510,088) |
|
|
|
|
|
|
|
|
The comparative figures for the Group for year ended 31 March 2025 have been restated following the reclassification of certain balances. Further details are set out in Note 18.
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 2026 was £1,543,357 (2025: loss of £5,783,244).
The financial statements were approved and authorised for issue by the Board of Directors on 16 September 2026 on its behalf by:
Richard Bernstein
Chief Executive Officer
Consolidated statement of comprehensive income
|
Continued operations |
Note |
Year ended 31 March 2026
£
|
Year ended 31 March 2025 Restated £
|
|
Revenue |
6 |
768,588 |
529,509 |
|
Cost of sales |
7 |
(451,441) |
(376,048) |
|
Gross profit |
|
317,147 |
153,461 |
|
Administrative expenses |
8 |
(2,218,998) |
(1,832,250) |
|
Other (losses)/gains |
11 |
(7,635) |
20,942 |
|
Other income |
12 |
- |
10,000 |
|
Impairment of intangible assets |
15 |
- |
(4,404,000) |
|
Operating loss |
|
(1,909,486) |
(6,051,847) |
|
Finance income |
13 |
100,764 |
56,433 |
|
Finance expense |
13 |
(285,933) |
(137,240) |
|
Loss before taxation |
|
(2,094,655) |
(6,132,654) |
|
Tax credit |
26 |
239,259 |
1,393,853 |
|
Loss for the year from continuing operations |
|
(1,855,396) |
(4,738,801) |
|
Loss for the year from discontinued operations |
|
- |
(17,995) |
|
Loss for the year attributable to owners of the parent |
|
(1,855,396) |
(4,756,796) |
|
|
|
|
|
|
Other comprehensive income for the year |
|
- |
- |
|
|
|
|
|
|
Total comprehensive loss for the year attributable to owners of the parent |
|
(1,855,396) |
(4,756,796) |
|
|
|
|
|
|
Earnings per share from continuing operations |
|
|
|
|
Basic earnings per share (pence) |
27 |
(1.51) |
(4.07) |
|
Diluted earnings per share (pence) |
27 |
(1.51) |
(4.07) |
|
Earnings per share from total operations |
|
|
|
|
Basic earnings per share (pence) |
27 |
(1.51) |
(4.09) |
|
Diluted earnings per share (pence) |
27 |
(1.51) |
(4.09) |
The comparative figures for the year ended 31 March 2025 have been restated to reclassify certain costs between administrative expenses and cost of sales. Further details are set out in Note 7.
Consolidated statement of changes in equity
|
|
Note |
Share capital £ |
Share premium £ |
Share- based payments reserve £ |
Other reserves £ |
Retained losses £ |
Total equity attributable to owners of the parent £ |
Non- controlling Interest £ |
Total Equity £ |
|
As at 1 April 2024 |
|
3,149,058 |
40,810,725 |
121,597 |
325,583 |
(42,916,216) |
1,490,747 |
(28,740) |
1,462,007 |
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
Loss for the year |
|
- |
- |
- |
- |
(4,756,796) |
(4,756,796) |
- |
(4,756,796) |
|
Total comprehensive loss for the year |
|
- |
- |
- |
- |
(4,756,796) |
(4,756,796) |
- |
(4,756,796) |
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
|
|
|
Vested options |
|
- |
- |
223,731 |
- |
- |
223,731 |
- |
223,731 |
|
Expired options |
|
- |
- |
(30,976) |
- |
30,976 |
- |
- |
- |
|
Issue of shares |
24 |
103,316 |
1,432,934 |
- |
- |
- |
1,536,250 |
- |
1,536,250 |
|
Disposal of subsidiary |
|
- |
- |
- |
- |
- |
- |
28,740 |
28,740 |
|
Total transactions with owners |
|
103,316 |
1,432,934 |
192,755 |
- |
30,976 |
1,759,981 |
28,740 |
1,788,721 |
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 March 2025 |
|
3,252,374 |
42,243,659 |
314,352 |
325,583 |
(47,642,036) |
(1,506,068) |
- |
(1,506,068) |
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 April 2025 |
|
3,252,374 |
42,243,659 |
314,352 |
325,583 |
(47,642,036) |
(1,506,068) |
- |
(1,506,068) |
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
Loss for the year |
|
- |
- |
- |
- |
(1,855,396) |
(1,855,396) |
- |
(1,855,396) |
|
Other comprehensive loss for the year |
|
- |
- |
- |
- |
- |
- |
- |
- |
|
Total comprehensive loss for the year |
|
- |
- |
- |
- |
(1,855,396) |
(1,855,396) |
- |
(1,855,396) |
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
|
|
|
Vested options |
|
- |
- |
388,174 |
- |
- |
388,174 |
- |
388,174 |
|
Expired options |
|
- |
- |
(37,670) |
- |
37,670 |
- |
- |
- |
|
Issue of shares |
24 |
50,296 |
1,299,704 |
- |
- |
- |
1,350,000 |
- |
1,350,000 |
|
Share issue costs |
24 |
- |
(75,000) |
- |
- |
- |
(75,000) |
- |
(75,000) |
|
Total transactions with owners |
|
50,296 |
1,224,704 |
350,504 |
- |
37,670 |
1,663,174 |
- |
1,663,174 |
|
As at 31 March 2026 |
|
3,302,670 |
43,468,363 |
664,856 |
325,583 |
(49,459,762) |
(1,698,290) |
- |
(1,698,290) |
Company statement of changes in equity
|
|
Note |
Share capital £ |
Share premium £ |
Share-based payments reserve £ |
Other reserves £ |
Retained losses £ |
Total equity £ |
|
As at 1 April 2024 |
|
3,149,058 |
40,810,725 |
121,597 |
325,583 |
(41,893,788) |
2,513,175 |
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
Loss for the year |
|
- |
- |
- |
- |
(5,783,244) |
(5,783,244) |
|
Other comprehensive loss for the year |
|
- |
- |
- |
- |
- |
- |
|
Total comprehensive loss for the year |
|
- |
- |
- |
- |
(5,783,244) |
(5,783,244) |
|
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
|
Vested options |
|
- |
- |
223,731 |
- |
- |
223,731 |
|
Expired options |
|
- |
- |
(30,976) |
- |
30,976 |
- |
|
Issue of shares |
24 |
103,316 |
1,432,934 |
- |
- |
- |
1,536,250 |
|
Total transactions with owners |
|
103,316 |
1,432,934 |
192,755 |
- |
30,976 |
1,759,981 |
|
|
|
|
|
|
|
|
|
|
As at 31 March 2025 |
|
3,252,374 |
42,243,659 |
314,352 |
325,583 |
(47,646,056) |
(1,510,088) |
|
|
|
|
|
|
|
|
|
|
As at 1 April 2025 |
|
3,252,374 |
42,243,659 |
314,352 |
325,583 |
(47,646,056) |
(1,510,088) |
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
Loss for the year |
|
- |
- |
- |
- |
(1,543,357) |
(1,543,357) |
|
Other comprehensive loss for the year |
|
- |
- |
- |
- |
- |
- |
|
Total comprehensive loss for the year |
|
- |
- |
- |
- |
(1,543,357) |
(1,543,357) |
|
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
|
Vested options |
|
- |
- |
388,174 |
- |
- |
388,174 |
|
Expired options |
|
- |
- |
(37,670) |
- |
37,670 |
- |
|
Issue of shares |
24 |
50,296 |
1,299,704 |
- |
- |
- |
1,350,000 |
|
Share issue costs |
24 |
- |
(75,000) |
- |
- |
- |
(75,000) |
|
Total transactions with owners |
|
50,296 |
1,224,704 |
350,504 |
- |
37,670 |
1,663,174 |
|
Balance as at 31 March 2026 |
|
3,302,670 |
43,468,363 |
664,856 |
325,583 |
(49,151,743) |
(1,390,271) |
Consolidated statements of cash flows
|
|
Note |
|
31 March 2026
£ |
31 March 2025 Restated £ |
|
Cash flows from operating activities |
|
|
|
|
|
Loss before income tax |
|
|
(2,094,655) |
(6,166,018) |
|
Adjustments for: |
|
|
|
|
|
Depreciation |
14 |
|
1,749 |
3,065 |
|
Amortisation |
15 |
|
13,005 |
- |
|
Share-based payments |
25 |
|
388,174 |
223,731 |
|
Impairment of intangible assets |
15 |
|
- |
4,404,000 |
|
Finance income |
13 |
|
(100,764) |
(56,433) |
|
Finance expense |
13 |
|
285,933 |
137,240 |
|
Disposal of non-controlling interest |
|
|
- |
28,740 |
|
Adjustment for deferred tax liabilities |
22 |
|
- |
(1,101,000) |
|
Net cash used in operating activities before changes in working capital |
|
|
(1,506,558) |
(2,526,675) |
|
|
|
|
|
|
|
Changes in working capital |
|
|
|
|
|
(Increase)/decrease in trade and other receivables |
18 |
|
(7,709) |
12,170 |
|
Increase/(decrease) in trade and other payables |
20 |
|
188,068 |
(15,925) |
|
Cash outflow from operations |
|
|
(1,326,199) |
(2,530,430) |
|
Research and development tax credit |
|
|
239,259 |
1,409,222 |
|
Net cash used in operating activities |
|
|
(1,086,940) |
(1,121,208) |
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
Bank interest received |
13 |
|
697 |
740 |
|
Purchase of property, plant and equipment |
14 |
|
- |
(1,083) |
|
Capitalised development costs |
15 |
|
(440,816) |
- |
|
Net cash used in investing activities |
|
|
(440,119) |
(343) |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
Proceeds from issue of share capital |
24 |
|
1,350,000 |
1,412,500 |
|
Share issue costs |
24 |
|
(75,000) |
- |
|
Net cash generated from financing activities |
|
|
1,275,000 |
1,412,500 |
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
|
|
(252,059) |
290,949 |
|
Cash and cash equivalents at beginning of year |
|
|
328,796 |
37,847 |
|
Cash and cash equivalents at end of year |
19 |
|
76,737 |
328,796 |
|
|
|
|
|
|
Restatement
The comparative statement of cash flows has been re-presented to reconcile cash flows from operating activities from loss before taxation rather than loss after taxation. In the 2025 financial statements the starting point of £4,756,796 was incorrectly labelled as loss before income tax but was loss after tax. The 2025 reconciliation has therefore been re-presented to start from loss before tax of £6,166,018, with the related R&D tax credit movement of £1,409,222 shown separately. The change represents a reclassification within the operating cash flow reconciliation and has no impact on the reported net cash flows from operating activities or the movement in cash and cash equivalents for the year.
Company statement of cash flows
|
|
|
|
31 March 2026 |
31 March 2025 |
|
|
Note |
|
£ |
£ |
|
Cash flows from operating activities |
|
|
|
|
|
Loss before income tax |
|
|
(1,543,357) |
(5,783,244) |
|
Adjustments for: |
|
|
|
|
|
Share-based payments |
25 |
|
388,174 |
223,731 |
|
Impairment of loan receivables |
16 |
|
- |
5,205,176 |
|
Finance income |
|
|
(107,640) |
(156,006) |
|
Finance expense |
|
|
285,933 |
137,240 |
|
Expected credit loss |
|
|
79,563 |
- |
|
Discontinued operations |
|
|
- |
(370,470) |
|
Net cash used in operating activities before changes in working capital |
|
|
(897,327) |
(743,573) |
|
|
|
|
|
|
|
Changes in working capital |
|
|
|
|
|
Decrease in trade and other receivables |
18 |
|
17,385 |
185,311 |
|
Increase in trade and other payables |
20 |
|
2,645 |
60,489 |
|
Net cash used in operating activities |
|
|
(877,297) |
(497,773) |
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
Loans advanced to subsidiary undertakings |
16 |
|
(867,537) |
(828,000) |
|
Loans repaid to subsidiary undertakings |
16 |
|
212,086 |
169,247 |
|
Net cash used in investing activities |
|
|
(655,451) |
(658,753) |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
Proceeds from issue of share capital |
24 |
|
1,350,000 |
1,412,500 |
|
Share issue costs |
24 |
|
(75,000) |
- |
|
Net cash generated from financing activities |
|
|
1,275,000 |
1,412,500 |
|
|
|
|
|
|
|
Net (decrease) /increase in cash and cash equivalents |
|
|
(257,748) |
255,974 |
|
Cash and cash equivalents at beginning of year |
|
|
270,433 |
14,459 |
|
Cash and cash equivalents at end of year |
|
|
12,685 |
270,433 |
- General information
Insig AI Plc (the “Company”) is a public company limited by shares, domiciled and incorporated in England and Wales. The registered address of the Company is 6 Heddon Street, London, W1B 4BT.
The Company, together with its subsidiaries Insig Partners Limited and Insight Capital Consulting Limited (together the “Group”) is engaged in the activities described in the Strategic Report. The Company is the ultimate parent of Insig Partners Limited, which in turn owns 100% of Insight Capital Consulting Limited. Both subsidiaries are registered and domiciled in England and Wales.
In order to simplify the Group’s corporate structure, Insig Data Limited, a wholly-owned subsidiary, was dissolved on 10 March 2026.
- Material 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.
- Basis of preparation of financial statements
The Group and Company financial statements have been prepared in accordance with UK-adopted international accounting standards (“UK-IAS” or “IFRS”) and 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, except for certain assets and liabilities that are held at fair value and are detailed in the Group's accounting policies.
The financial statements are presented in Pound Sterling (“£”), rounded to the nearest pound, which is the Company’s and subsidiaries’ functional and presentational currency.
The preparation of financial statements in conformity with UK-IAS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying 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 of the outstanding liabilities of the following subsidiary companies in accordance with sections 479A to 479C of the Companies Act 2006. These subsidiaries are exempt from the requirements of the Companies Act 2006 relating to the audit of their accounts by virtue of section 479A for the year ended 31 March 2026:
- Insig Partners Limited (company number: 10877358)
- Insight Capital Consulting Limited (company number: 11438914)
Insig Data Limited was dissolved on 10 March 2026.
- Basis of consolidation
The consolidated financial statements consolidate the financial statements of the Company and its subsidiaries made up to 31 March 2026. 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.
- New accounting standards, interpretations or amendments adopted by the Group
The adoption of the following mentioned amendment, which was effective for years beginning on or after 1 January 2025, have not had a material impact on the Group’s and Company’s financial statements:
|
Standard |
|
Impact on initial application |
|
Effective date |
|
IAS 21 (Amendments) |
|
Lack of Exchangeability |
|
1 January 2025 |
|
|
|
|
|
|
New standards, interpretations and amendments not yet effective
There are a number of standards, amendments to standards and interpretations which have been issued by the IASB that are effective in future accounting periods. The following new IFRS standards and amendments, which have not been applied in these financial statements, were in issue but not yet effective until annual periods beginning on 1 January 2026 and 2027:
|
Standard |
|
Impact on initial application |
|
Effective date |
|
IFRS 9 (Amendments) |
|
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 |
- Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable, and represent amounts receivable for services provided, stated net of discounts, returns and value added taxes. Under IFRS 15 Revenue from Contracts with Customers (“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: Recognise revenue when (or as) each performance obligation is satisfied.
The Group has a single revenue stream, ESG and Data Services, which consist of two offerings:
ESG Research Tool
This is a stand-ready obligation to provide customers with ongoing access to the research platform and related data updates. It represents a single performance obligation satisfied over time, as the customer simultaneously receives and consumes the benefits of the service. Revenue is recognised rateably on a straight-line basis over the term of the contract.
Bespoke Data Science Solutions
These are project-based contracts involving data migration, design, communication, and technological services. Performance obligations are typically satisfied over time as the customer simultaneously receives and consumes the benefits as the work is performed and the Group has an enforceable right to payment for performance completed to date. Progress towards satisfying the performance obligation is measured using an input method based primarily on staff time and work performed to date relative to the expected effort required to complete the project. Where contractual milestones provide a more faithful representation of the Group’s performance, a milestone-based output method is used. The method selected is applied consistently to each performance obligation. The method is applied consistently to each contract.
Revenue is recognised as the related performance obligations are satisfied, with invoicing undertaken in accordance with the milestones and payment schedules agreed in each contract. Where services are provided evenly over the contractual period and no other measure more faithfully depicts the Group’s performance, revenue is recognised rateably over the period of the agreement. Invoices may be issued monthly, quarterly or on an ad-hoc basis. Contract modifications are accounted for as either a separate contract or a modification of the existing contract in accordance with IFRS 15.
Where revenue is recognised in advance of billing, a contract asset is recognised. Where amounts are billed in advance of revenue recognition, a contract liability is recognised.
- Going concern
The Directors have assessed the Group’s ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements. In making this assessment, the Directors have considered the Group’s financial position, cash flow forecasts, expected trading performance and the mitigating actions available should actual performance differ from forecast.
During the year, the Group incurred a loss of £1.9 million (2025: £4.8 million), incurred net cash outflows from operating activities of £1.1 million (2025: £1.1 million) and, at 31 March 2026, had net liabilities of £1.7 million (2025: £1.5 million). The Group’s base case cash flow forecasts are principally dependent on increased revenue generation from both existing and new customers and the receipt of anticipated R&D tax credits. The timing and level of future customer revenues are subject to uncertainty, particularly given the timing of new contract wins and the development of existing customer relationships. The Group received R&D tax credits of £239,000 during the year (2025: £308,000) and expects these receipts to continue to contribute to its liquidity; however, the timing and amount of future receipts are subject to factors outside the Group’s control.
The Group’s convertible loan notes are due to mature in December 2026. The Group will need to renegotiate, refinance or otherwise settle these obligations when they fall due. The Directors have considered this requirement as part of their going concern assessment and intend to seek refinancing or other appropriate financing arrangements ahead of the maturity date.
Where forecast cash inflows are delayed or are lower than anticipated, the Directors have identified mitigating actions available to manage any resulting funding shortfall, including the deferral or reduction of discretionary expenditure. If these actions are insufficient, the Group may also need to obtain additional debt or equity funding. The Directors have considered the Group’s previous ability to raise equity finance in assessing the availability of this source of funding; however, there can be no certainty that additional funding will be available when required or on acceptable terms.
The Group’s ability to continue as a going concern is dependent on achieving sufficient future revenues and receiving anticipated R&D tax credits and, where these cash inflows are insufficient, on the successful implementation of cost mitigations and the Group’s ability to obtain additional funding. These circumstances give rise to a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern.
Having considered the cash flow forecasts, the assumptions underlying them and the mitigating actions available, the Directors consider it appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would be required if the Group were unable to continue as a going concern.
- Foreign currencies
- Functional and presentation currency
Items included in the financial statements of each Group entity are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The functional currency of the Company and its subsidiaries is Pound Sterling (“GBP”). The financial statements are presented in GBP which is the Company’s functional and Group’s presentational currency.
- Transactions and balances
Foreign currency transactions are translated into the functional currency of each Group entity using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value is determined. Non-monetary items measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. 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.
Goodwill
Goodwill represents the excess of the cost of acquisition of businesses over the fair value of net assets acquired. It is initially recognised at cost and is subsequently measured at cost less accumulated impairment losses. Goodwill is considered to have an indefinite useful life.
Instead, it is tested for impairment annually or more frequently when there are indicators of impairment. Goodwill was fully impaired during the prior year. Impairment losses recognised in goodwill are not reversed in subsequent periods.
Intangible assets
The Group applies the cost model to all intangible assets. Intangible assets are recognised at cost (or fair value if acquired in a business combination) less accumulated amortisation and accumulated impairment losses.
The Group distinguishes between intangible assets with finite useful lives and those with indefinite useful lives. Assets with finite useful lives are amortised on a straight-line basis over their estimated useful economic lives. Useful lives, residual values, and amortisation methods are reviewed at least at the end of each financial year and adjusted where appropriate. Amortisation begins when the asset is available for use (i.e. in the location and condition necessary for it to be capable of operating in the manner intended by management).
Intangible assets are tested for impairment whenever there is an indication that the asset may be impaired. Assets with indefinite useful lives (if any) and goodwill are tested annually for impairment.
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. The Group does not have any current projects in the research phase.
Research and development tax credits are recognised in accordance with IAS 12 Income Taxes (“IAS 12”). The Group recognises an R&D tax credit receivable when it is considered sufficiently certain that the claim will be accepted by HMRC and the amount recoverable can be reliably determined. In making this assessment, the Group has regard to the status of the relevant claim and any confirmation or acceptance received from HMRC. In practice, the Group does not recognise a receivable in respect of qualifying expenditure where the related claim remains subject to substantive uncertainty and has not been processed and accepted by HMRC. Where there is uncertainty as to whether HMRC will accept the tax treatment adopted, the Group applies the requirements of IFRIC 23 Uncertainty over Income Tax Treatments in determining the amount to be recognised.
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.
Capitalised development costs are measured at cost less accumulated amortisation and accumulated impairment losses. The Group applies the cost model to all intangible assets. 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.
The Group assesses the useful life of all capitalised development assets as finite. Amortisation begins when the asset is available for use, that is, when it is in the location and condition necessary for it to be capable of operating in the manner intended by management. The estimated useful economic life is determined by related benchmarks and market conditions. The benchmarks are based on similar technology products in the market, in addition to previous products developed by the Group. This may be adjusted after further consideration of product and market characteristics such as fundamental building blocks and product life cycle specific to the category of expenditure.
Other intangible assets
Other intangible assets, including technology, customer relationships and databases are recognised at cost (or at fair value if acquired in a business combination) and are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation begins when the asset is available for use. Useful lives, residual values and amortisation methods are reviewed at least at the end of each financial year and adjusted where appropriate.
Technology, customer relationships and databased were fully impaired in the prior year. These assets continue to be held and the Group continues to monitor these for any indicators of impairment reversal.
Amortisation is provided 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:
|
Development costs |
7 years straight line |
Useful lives, residual values and amortisation methods are reviewed at least at the end of each financial year.
- Investments in subsidiaries
In the Company financial statements, equity investments in Company’s subsidiaries are stated at cost, which is the fair value of the consideration paid, less any impairment provision.
- 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 items to write off the cost less estimated residual value of each asset over its estimated useful economic life.
|
Office equipment |
4 years straight line |
|
Computer equipment |
25% reducing balance |
The depreciation method, useful lives and residual values are reviewed at least at each financial year-end (and adjusted if appropriate).
Subsequent costs are capitalised only when it is probable that future economic benefits associated will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. Repairs and maintenance are expensed to the income statement during the financial period in which they are incurred.
At the end of each reporting period, the Group assesses whether there is any indication that an asset (or cash-generating unit) may be impaired. If the carrying amount exceeds the estimated recoverable amount, the asset is written down immediately to its recoverable amount.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised in ‘Other gains/(losses)’ within the Income Statement.
- 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.
- 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 recognised 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 (“FVTPL”) are recognised immediately in profit or loss.
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 solely payments of principal and interest on the principal amount outstanding.
The Group does not hold any financial assets that meet conditions for subsequent recognition at FVTPL or FVOCI.
Recognition and measurement
Amortised cost
Regular purchases and sales of financial assets are recognised on the trade date at cost, being the date on which the Group commits to purchasing or selling the asset. Financial assets are derecognised 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 FVOCI 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 FVTPL 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.
Derecognition 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.
Impairment of financial assets
The Group recognises expected credit losses on financial assets measured at amortised cost. The impairment model applies a forward-looking expected credit loss approach. For trade receivables, the Group applies the simplified approach permitted by IFRS 9 and measures loss allowances at an amount equal to lifetime expected credit losses.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit loss, the Group considers reasonable and supportable information that is relevant and available with undue cost and effort. This includes both quantitative and qualitative information and analysis, based on the Company’s historical experience and informed credit assessment and including forward-looking information.
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 FVTPL.
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.
Derecognition of financial liabilities
A financial liability (in whole or in part) is derecognised when the obligation is discharged, cancelled or expires. Any gain or loss on derecognition is taken to the income statement.
- Convertible loan notes
Convertible loan notes are assessed on initial recognition to determine the appropriate classification of the conversion feature.
On issue of a convertible loan, the fair value of the host debt component is determined by discounting the contractual future cash flows using a market rate for a non-convertible instrument with similar terms. The host debt component is subsequently measured at amortised cost using the effective interest method, unless the convertible loan note as a whole has been designated at fair value through profit or loss at inception.
Where a financial instrument is designated in its entirety at FVTPL, the designation is irrevocable. The instrument is initially measured at fair value, with transaction costs directly attributable to its issue recognised immediately in profit or loss. Subsequent changes in the fair value of the instrument are recognised in profit or loss.
Equity instruments are instruments that evidence a residual interest in the assets of an entity after deducting all of its liabilities. When a convertible loan note meets the fixed-for-fixed criteria and is accounted for as a compound instrument, the initial carrying amount is allocated to its equity and liability components. The equity component is assigned the residual amount after deducting the fair value of the liability component from the fair value of the instrument as a whole.
Where the fixed-for-fixed criteria are not met, the convertible loan note is accounted for as a hybrid financial instrument. Where the embedded derivative is required to be separated from the host contract, the host debt liability is measured at amortised cost under IFRS 9 and the conversion feature is recognised separately as an embedded derivative liability measured at fair value through profit or loss in accordance with the Group’s accounting policy for derivative financial instruments.
Where the contractual terms of a convertible loan note are modified, the Group assesses whether the modification is substantial and whether the amended terms require the classification of the instrument or the separation of an embedded derivative to be reassessed. A substantial modification is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability, with the resulting gain or loss recognised in profit or loss. Where a modification is not substantial, and the host debt liability is measured at amortised cost, the carrying amount of the host debt liability is recalculated by discounting the modified contractual cash flows using the original effective interest rate, with the resulting modification gain or loss recognised in profit or loss.
Upon conversion of the convertible loan note, the relevant liability balances recognised up to the date of conversion are derecognised and the shares issued are recognised within equity.
- Derivative financial instruments
Derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Changes in the fair value of derivative financial instruments are recognised in profit or loss.
- Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.
- 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. This reserve is not distributable.
Other reserves: Represents the merger reserve which is the difference between the fair value of an acquisition and the nominal value of the shares allotted in a share exchange.
Share-based payment reserve: Represents the cumulative fair value of the charge for share options outstanding.
Retained losses: Retained losses arise from the cumulative profits or losses of the Group from the date of incorporation to the current reporting period.
- Share-based payments
The Group operates a number of equity-settled, share-based schemes, under which it receives services from employees and third parties as consideration for equity instruments (options and warrants).
Equity-settled share-based payments are measured at the grant date fair value of the equity instruments granted. Grant date defines the date upon which is was agreed by both parties that the securities would be issued.
For transactions with third parties other than employees, the fair value of the goods or services received is measured at the date the goods are obtained or the service is rendered. Where this cannot be estimated reliably, the fair value is measured by reference to the fair value of the equity instruments granted. The fair value of the services received from third party suppliers services is recognised as an expense in the Income Statement or charged to equity depending on the nature of the service provided.
For employee services, the fair value is expensed in the Income Statement and is determined by reference to the grant date fair value of the options granted. The fair value includes the impact of any market performance conditions and non-vesting conditions but excludes 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).
The Group accounts for modifications, cancellations, settlements and forfeitures in accordance with IFRS 2. Modifications that increase the fair value of the award result in the recognition of incremental fair value over the remaining vesting period. Cancellations or settlements during the vesting period are treated as an acceleration of vesting.
The fair value of the share options and warrants are determined using the Black-Scholes model (or other appropriate valuation model).
Non-market vesting conditions are reflected in the estimate of the number of instruments expected to vest. The total expense 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 the share-based payment reserve in equity.
On exercise, the proceeds received (net of directly attributable transaction costs) are credited to share capital (at nominal value) and share premium, with the accumulated share-based payment reserve transferred to retained earnings.
- Taxation
Income tax credit or expense represents the sum of current and deferred tax. It is recognised in the income statements except to the extent that it relates to items directly recognised in equity or in other comprehensive income, in which case it is recognised in equity or other comprehensive income
Current tax
Current tax is recognised as the amount of corporation tax payable (or recoverable) in respect of taxable profit (or loss) for the current or past reporting periods. It is calculated using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Deferred tax
Deferred tax is recognised using the liability method on temporary 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.
Deferred tax liabilities are recognised for all taxable temporary differences, except when they arise from the initial recognition of goodwill or from initial recognition of an asset or liability in a transaction (other than a business combination) that affects neither accounting profit nor taxable profit or loss at the time of the transaction.
Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which they can be utilised.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments 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 arising on investments in subsidiaries are recognised only to the extent that it is probable that the temporary difference will reverse in the future and there is sufficient taxable profit available against which it can be utilised.
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 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.
- Finance income and finance expense
Finance expense
Finance expense comprises interest payable which is expensed in the period in which it is incurred and reported in finance costs.
Finance income
Finance income comprises interest on bank deposits and interest on loans and is recognised in profit or loss when it is earned.
- Cost of sales
Cost of sales comprises staff costs and other direct costs attributable to the revenue-generating activities of the Group, together with amortisation of intangible assets.
Where employees are engaged in activities that contribute directly to the delivery of services to clients and the generation of revenue, the relevant portion of their employment costs (including salaries, related benefits and other directly attributable expenses) is recognised within cost of sales.
-
Financial risk management
- Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk (including interest rate and foreign currency 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. The Group does not use derivative financial instruments to hedge these risks.
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. This is because total trade receivables and payables for the Group are denominated in GBP. 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 counterparty 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.
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, most receivables were less than 90 days outstanding and deemed highly likely to be received therefore no provision was required.
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, the Company assessed the expected recoverability of amounts due from subsidiaries by reference to, among other factors, their forecast future cashflows and ability to repay amounts due. An expected credit loss provision of £79,563 was recognised at 31 March 2026, as disclosed in note 16.
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. Financial liabilities are all due within one year.
Convertible loans issued expose the Group to liquidity risk in respect of potential cash outflows for interest and principal if not converted into equity. The Group manages this through ongoing assessment of funding requirements and conversion prospects, as well as ongoing dialogue with noteholders.
- 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.
- 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:
Critical accounting judgements
Impairment of intangible assets
The Group applies the guidance of IAS 36 Impairment of Assets (“IAS 36”) to determine when an intangible asset may be impaired. This requires significant judgement to assess whether there are any impairment indicators exist such as significant adverse changes in the technological market, economic or legal environment, the results of ongoing development programmes and the relationship between the carrying amount of the Group’s net assets and its market capitalisation.
Where impairment indicators are identified, management is required to determine the recoverable amount of the asset (or cash-generating unit). For the year ended 31 March 2026, the recoverable amount was determined based on a value in use calculation. This involved the use of key assumptions include future sales forecasts, expected market growth rates and an appropriate pre-tax discount rate. Further details of the intangible assets and the related impairment considerations are included in note 15.
Capitalised development costs
Development costs incurred in building the Group’s key platform have been capitalised in accordance with IAS 38 Intangible Assets (“IAS 38”). Management has applied significant judgement in determining that the technical feasibility, intention and ability to complete the development and the probability of future economic benefits have been met.
The majority of capitalised expenditure relates to employee costs. Significant judgement is applied in determining the proportion of employee costs attributable to qualifying development activities. The allocation is determined by management having regard to each employee’s roles and responsibilities, the nature of the activities undertaken and the extent of their involvement in the Group’s development projects. Only costs attributable to activities that meet the recognition criteria of IAS 38 are capitalised, with the remaining employee costs recognised as an expense as incurred. Total capitalised costs of £440,816 (2025: £nil) were recognised within intangible assets (see note 15 for more details).
Convertible loan notes
CLNs issued by the Group have been accounted for in accordance with IAS 32 Financial Instruments: Presentation (“IAS 32”) and IFRS 9 Financial Instruments (“IFRS 9”). Management has applied significant judgement in assessing the contractual terms of the CLNs, including the conversion features and determining their appropriate classification and measurement.
Management concluded that the CLNs are hybrid financial instruments comprising a host debt liability and an embedded derivative arising from the conversion feature. The host debt liability is measured at amortised cost in accordance with IFRS 9, while the embedded derivative is measured at fair value through profit or loss.
Significant judgement has been applied in assessing the fair value of the embedded derivative. The conversion price is determined by reference to either the contractual conversion price or the prevailing share price at the date of conversion. Having considered the terms of the conversion feature and the circumstances existing at the reporting date, management assessed the fair value of the embedded derivative to be £nil.
The measurement of the host liability also requires judgement in determining an appropriate market discount rate for an equivalent financial instrument without the conversion feature. A discount rate of 11.37% was applied at 31 March 2026.
The carrying value of the convertible loan notes at 31 March 2026 was £1,918,407 (2025: £1,732,541).
Share-based payments
Share-based payments have been accounted for in accordance with IFRS 2 Share-based Payment (“IFRS 2”). Management has applied judgement in determining the appropriate classification and accounting treatment of these arrangements, such as whether specific vesting conditions are expected to be satisfied. For equity-settled awards, management determines the fair value of the awards at the grant date using the Black-Scholes valuation methodology, which requires assumptions regarding factors including expected volatility, expected life of the awards and other relevant inputs. Management also applies judgement in estimating the number of awards expected to vest where non-market performance and service conditions apply. These judgements and estimates, taking IFRS 2 into account, determine the share-based payment expense recognised in the financial year. Total share-based payment expenses of £388,174 (2025: £223,731) were recognised during the year.
Allocation of staff costs to 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. Comparative information for the year ended 31 March 2025 has been reclassified to present these costs on a basis consistent with the current year. See note 7 for more details.
Research and Development claims
Estimates are made in respect to the amounts claimable under R&D tax claims under applicable laws and regulations. These claims involve judgement over the eligibility and qualifying expenditure. The related income is recognised once it is probable that cash is to be received.
Key sources of estimation uncertainty
Impairment of amounts owed by Subsidiaries
Loans to subsidiaries are accounted for as financial assets under IFRS 9 and are subject to the expected credit loss assessment. Management assesses credit risk, including any significant increase since initial recognition and recognises impairment based on forward looking information and the subsidiaries’ ability to repay.
Prior to any expected credit losses, the total balance of loans due to the Company totalled £5,868,387 (2025: £5,205,363).
The Company adopted a 3-stage general impairment model, using the PD*LGD*EAD methodology whereby the PD is the probability of default, LGD is the loss given default (that is, the loss that occurs if the borrower is unable to repay in a short payment period) and EAD being the exposure at default (the outstanding balance at the reporting date). Management calculated the ECL for the Company’s outstanding loan to Insig Partners and Insig Capital Consulting and considered three different scenarios: 1. Default: Insig Partners and Insig Capital Consulting defaults on the loan, 2. Divest: Insig Partners and Insig Capital Consulting are divested and the loan is repaid at a reduced amount due to the investment process and 3. Trading: Insig Partners and Insig Capital Consulting continues trading normally and repays the loan in full. Management assigned a 12% probability to option 1, a 13% probability to option 2 and a 75% probability to option 3, based on their experience and external reports.
It was determined that the sale proceeds from the divestment scenario would be expected to exceed the loan value. It was determined that the time horizon for the loan to be successfully repaid via the trading scenario was 5 years. It was determined that an expected credit loss of £79,563 should be recognised based on a 12% PD where the EAD was £663,020 at year end. The total expected credit loss recognised is £5,284,739 (2025: £5,205,176)
- Segment information
The Group operates a single reportable operating segment, which is ESG and data services. Business segments are identified according to the different trading activities of the Group. All revenue was generated in the UK.
- Revenue
Revenue arises from contracts with customers and is recognised in accordance with IFRS 15. All revenue is derived from the Group’s single operating segment of ESG and data services and is generated in the UK.
|
|
|
31 March 2026 £ |
31 March 2025 £ | |
|
ESG and data services |
|
768,588 |
529,509 | |
Revenue generated by the Group have been generated from the following geographic regions:
Geographic split
|
|
|
31 March 2026 £ |
31 March 2025 £ | |
|
UK |
|
741,788 |
494,505 | |
|
Rest of the World |
|
26,800 |
35,004 | |
|
Total |
|
768,588 |
529,509 | |
One customer made up more than 10% of the Group’s revenue for the year, contributing £605,288 (2025: £452,803).
Total contract liabilities as at 31 March 2026 were £68,675 (2025: £6,800). Total contract assets as at 31 March 2026 were nil (2025: nil).
- Cost of sales
|
|
|
31 March 2026 £
|
31 March 2025 £ (restated) | |
|
Employee costs |
|
254,515 |
257,727 | |
|
Director fees |
|
47,162 |
39,000 | |
|
Contractor costs |
|
56,049 |
- | |
|
Amortisation of intangible assets |
|
13,005 |
- | |
|
Other direct costs |
|
80,710 |
79,321 | |
|
Total |
|
451,441 |
376,048 | |
Restatement
During the year, the Group reviewed the presentation of certain operating costs and determined that costs directly attributable to the provision of the Group’s services are more appropriately presented within cost of sales rather than administrative expenses.
Comparative information for the year ended 31 March 2025 has been reclassified to present these costs on a basis consistent with the current year. The reclassification has increased cost of sales by £213,240 and reduced administrative expenses by £213,240. There is no impact on the reported loss before tax, net assets or cash flows for the year ended 31 March 2025. Further information on the costs reallocated to cost of sales is in Note 8.
- Administrative expenses
|
|
|
||
|
|
Year ended 31 March 2026 £
|
Year ended 31 March 2025 £ (restated) |
|
|
|
|
|
|
|
Employee salaries and costs |
294,181 |
537,337 |
|
|
Director remuneration and costs |
311,503 |
250,782 |
|
|
Contractor fees |
255,111 |
149,265 |
|
|
Office and expenses |
74,242 |
27,022 |
|
|
Travel & subsistence |
14,554 |
12,700 |
|
|
Professional & consultancy fees |
617,540 |
414,757 |
|
|
IT & Software |
16,611 |
21,327 |
|
|
Subscriptions |
75,418 |
24,305 |
|
|
Insurance |
57,576 |
69,819 |
|
|
Depreciation |
1,749 |
3,065 |
|
|
Share option expense |
388,174 |
223,731 |
|
|
Exchange related costs |
105,495 |
84,593 |
|
|
Other expenses |
6,844 |
13,547 |
|
|
Total administrative expenses |
2,218,998 |
1,832,250 |
|
Restatement
The following table reconciles administrative expenses for the year ended 31 March 2025 as previously reported to the reclassified comparative amounts presented above. Employee costs, subscription costs and consultancy costs of £213,240 that are directly attributable to the provision of the Group’s services have been reclassified to cost of sales. There is no impact on loss before tax, net assets or cash flows.
|
|
2025 as previously reported |
Reclassified to cost of sales |
2025 as reclassified |
|
|
£ |
£ |
£ |
|
Employee salaries, directors remuneration, contractor and consultancy fees |
1,486,059 |
(133,918) |
1,352,141 |
|
Subscriptions |
103,627 |
(79,322) |
24,305 |
|
Other admin costs |
455,804 |
- |
455,804 |
|
Total reclassified |
2,045,490 |
(213,240) |
1,832,250 |
Services provided by the Company’s auditor and its associates
During the year, the Group (including subsidiaries) obtained the following services from the Company’s auditors and its associates:
|
|
Group | |
|
|
Year ended 31 March 2026 £ |
Year ended 31 March 2025 £ |
|
Audit of the financial statements of the Group and Company |
80,000 |
59,000 |
- Employee benefit expense
|
|
Group |
|
Company | ||
|
Staff costs (excluding Directors) |
Year ended 31 March 2026 £ |
Year ended 31 March 2025 £ |
|
Year ended 31 March 2026 £ |
Year ended 31 March 2025 £ |
|
Salaries and wages |
639,650 |
619,538 |
|
- |
- |
|
Social security costs |
97,698 |
98,935 |
|
- |
- |
|
Pension contributions |
36,417 |
37,690 |
|
- |
- |
|
Share-based payments |
89,246 |
53,718 |
|
- |
- |
|
|
863,011 |
809,881 |
|
- |
- |
Average number of people employed:
|
|
Group |
Group |
Company |
Company |
|
|
Year ended 31 March 2026 |
Year ended 31 March 2025 |
Year ended 31 March 2026 |
Year ended 31 March 2025 |
|
Sales |
2 |
1 |
- |
- |
|
Research & Development |
6 |
5 |
- |
- |
|
Total |
8 |
6 |
- |
- |
|
|
|
|
|
|
Of the above Group staff costs, £257,718 (31 March 2025: £nil) 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 £254,515 (31 March 2025: £257,727) 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 10.
- Directors’ remuneration
|
|
31 March 2026 | |||
|
|
Salary or Fees |
Pension |
Share-based payments |
Total |
|
|
£ |
£ |
£ |
£ |
|
Executive Directors |
|
|
|
|
|
Richard Bernstein |
87,500 |
- |
81,163 |
168,663 |
|
Steven Cracknell |
156,000 |
10,000 |
36,745 |
202,745 |
|
Non-executive Directors |
|
|
|
|
|
John Wilson |
50,000 |
- |
- |
50,000 |
|
Richard Cooper* |
12,000 |
- |
- |
12,000 |
|
|
305,500 |
10,000 |
117,908 |
433,408 |
*Richard Cooper is a director of Luclem Estates & Advisory Limited which received £32,991 in fees in the year to 31 March 2026 for consulting services provided (2025: £33,015).
Of the above Group Directors’ remuneration, no costs (31 March 2025: £nil) have been capitalised as part of development costs included within intangible assets.
Of the above Group Directors’ remuneration, £47,162 (31 March 2025: £39,000) has been classified as cost of sales as the work carried out was directly related to the services provided by the Group.
|
|
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 |
|
The remuneration of Directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.
- Other (losses)/gains
|
|
Group | |
|
|
Year ended 31 March 2026 £ |
Year ended 31 March 2025 £ |
|
Continued operations |
|
|
|
Other losses – realised currency losses |
(2,881) |
(30,481) |
|
Other gains – unrealised currency gains |
5 |
51,423 |
|
Loss on disposal of subsidiary |
(4,759) |
- |
|
Other gains/(losses) |
(7,635) |
20,942 |
- Other income
|
|
Group | |
|
|
Year ended 31 March 2026 £ |
Year ended 31 March 2025 £ |
|
Continued operations |
|
|
|
Non-trade related income |
- |
10,000 |
|
|
- |
10,000 |
- Finance income and finance expense
|
|
Group | |
|
|
Year ended 31 March 2026 £ |
Year ended 31 March 2025 £ |
|
Interest received from cash and cash equivalents |
697 |
740 |
|
Other finance income |
100,067 |
55,693 |
|
Finance income |
100,764 |
56,433 |
|
|
|
|
|
Loan interest |
285,933 |
137,240 |
|
Finance expense |
285,933 |
137,240 |
Other finance income arises at modification (see note 21) because the convertible loan notes were recognised at a fair value lower than their nominal value. This results in a ‘modification’ 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 to note 21 for further details.
|
Group |
|
|||||
|
|
Office equipment £ |
Computer equipment £ |
Total £ | |||
|
Cost |
|
|
| |||
|
As at 1 April 2024 |
16,067 |
13,303 |
29,370 | |||
|
Additions |
- |
1,083 |
1,083 | |||
|
As at 31 March 2025 |
16,067 |
14,386 |
30,453 | |||
|
As at 1 April 2025 |
16,067 |
14,386 |
30,453 | |||
|
Additions |
- |
- |
- | |||
|
Disposals |
(2,761) |
- |
(2,761) | |||
|
As at 31 March 2026 |
13,306 |
14,386 |
27,692 | |||
|
Depreciation |
|
|
| |||
|
As at 1 April 2024 |
11,583 |
12,135 |
23,718 | |||
|
Charge for the year |
2,502 |
563 |
3,065 | |||
|
As at 31 March 2025 |
14,085 |
12,698 |
26,783 | |||
|
As at 1 April 2025 |
14,085 |
12,698 |
26,783 | |||
|
Charge for the year |
1,327 |
422 |
1,749 | |||
|
Disposal |
(2,761) |
- |
(2,761) | |||
|
As at 31 March 2026 |
12,651 |
13,120 |
25,771 | |||
|
|
|
|
| |||
|
Net book value |
|
|
| |||
|
At 31 March 2025 |
1,982 |
1,688 |
3,670 | |||
|
At 31 March 2026 |
655 |
1,266 |
1,921 | |||
- Property, plant and equipment
All tangible assets shown above are assets in use by the Group’s subsidiary undertakings. Depreciation has been charged to the income statement.
- Intangible assets
|
|
Goodwill |
Development costs |
Technology |
Customer relationships |
Databases |
Total |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
|
Cost |
|
|
|
|
|
|
|
At 1 April 2024 |
21,621,803 |
3,561,952 |
16,385,727 |
1,207,000 |
1,094,000 |
43,870,482 |
|
Disposal |
- |
(587,184) |
- |
- |
- |
(587,184) |
|
At 31 March 2025 |
21,621,803 |
2,974,768 |
16,385,727 |
1,207,000 |
1,094,000 |
43,283,298 |
|
|
|
|
|
|
|
|
|
At 1 April 2025 |
21,621,803 |
2,974,768 |
16,385,727 |
1,207,000 |
1,094,000 |
43,283,298 |
|
Additions |
- |
440,816 |
- |
- |
- |
440,816 |
|
At 31 March 2026 |
21,621,803 |
3,415,584 |
16,385,727 |
1,207,000 |
1,094,000 |
43,724,114 |
|
|
|
|
|
|
|
|
|
Amortisation & impairment |
|
|
|
|
|
|
|
At 1 April 2024 |
(21,621,803) |
(2,573,023) |
(13,290,431) |
(887,225) |
(1,094,000) |
(39,466,482) |
|
Disposal |
- |
587,184 |
- |
- |
- |
587,184 |
|
Impairment |
- |
(988,929) |
(3,095,296) |
(319,775) |
- |
(4,404,000) |
|
At 31 March 2025 |
(21,621,803) |
(2,974,768) |
(16,385,727) |
(1,207,000) |
(1,094,000) |
(43,283,298) |
|
|
|
|
|
|
|
|
|
At 1 April 2025 |
(21,621,803) |
(2,974,768) |
(16,385,727) |
(1,207,000) |
(1,094,000) |
(43,283,298) |
|
Amortisation |
- |
(13,005) |
- |
- |
- |
(13,005) |
|
At 31 March 2026 |
(21,621,803) |
(2,987,773) |
(16,385,727) |
(1,207,000) |
(1,094,000) |
(43,296,303) |
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
At 31 March 2025 |
- |
- |
- |
- |
- |
- |
|
At 31 March 2026 |
- |
427,811 |
- |
- |
- |
427,811 |
Development costs
During the year, the Group capitalised development expenditure of £440,816 (2025: nil) relating to four separate identifiable CGUs; GIE, Macro Miner, Central Bank Data and Model Context Protocol, as the relevant expenditure met the recognition criteria of IAS 38 and the costs could be reliably measured. GIE and Macro Miner became available for use during the year, with amortisation commencing from that date on a straight-line basis over their estimated useful lives of seven years.
Amortisation has been charged to cost of sales within the statement of comprehensive income.
Further expenditure incurred to enhance the products is capitalised where it meets the IAS 38 recognition criteria whilst maintenance expenditure is recognised as an expense as incurred.
At the end of the period, the recoverable amounts of all CGUs were determined based on the higher of the fair value less costs to sell and value-in-use calculations. The recoverable amount is determined firstly through value in use calculations. Where this is insufficient to cover the carrying value of the relevant asset being tested, fair value less costs to sell is also determined.
If the carrying amount of a CGU exceeds its recoverable amount, an impairment loss is recognised.
The value in use calculation uses cash flow projections over a seven-year period, consistent with the Group’s assessment on the economic life of the intangible assets. The first two years are based on the Group’s two-year financial forecast, including management’s projected revenues for those periods. For the subsequent five years, projected revenue has been extrapolated using an annual growth rate of 2.5% which the Directors consider prudent given the expected growth in the AI market. The key assumptions of these forecasts relate to revenue, gross margins, overheads, the level of working capital required to support trading and capital expenditure and the discount rate used.
The key assumptions used in the estimation of the recoverable are as follows:
- A discount rate of 12.17% based on the weighted cost of capital of the Company
- A growth rate of 2.5%
- A useful life of 7 years
Following their assessment, the Directors concluded no impairment charge (2025: £4,404,000) was necessary for the year ended 31 March 2026. However, the headroom identified in respect of the GIE was limited and the recoverable amount remains sensitive to changes in key assumptions, particularly forecast revenue growth and the discount rate applied. Adverse changes in these assumptions or weaker than forecast trading performance could result in an impairment charge being recognised in future periods. The results of the impairment test were as follows:
|
Intangible asset (£) |
Carrying amount (£) |
Recoverable amount (£) |
Headroom (£) |
|
GIE |
181,540 |
182,600 |
1,060 |
|
Macro Miner |
107,889 |
546,894 |
438,995 |
|
Central Bank Data |
90,523 |
2,355,787 |
2,265,264 |
|
Model Context Protocol |
47,848 |
316,350 |
268,502 |
Following the closure of Ultimate Player Limited during the year ended 31 March 2025, the associated intangible assets, which included technology, customer relationships, databases and development costs and accumulated amortisation were written off in full totalling £587,184. Management considered whether there had been any changes in estimates or circumstances that gave rise to the prior-year impairment and whether any of the previously impaired assets contribute to the Group’s operations and forecasted cashflows. There was no indication that the impairment losses recognised in the prior year should be reversed as the products to which those impairments related have been discontinued or abandoned and were not expected to generate future economic benefits or cash flows.
- Amounts owed by subsidiaries – Company
|
|
Insig Partners Limited £ |
Insig Data Limited £ |
Other loans to Group undertakings £ |
Total £ |
|
Gross carrying value |
|
|
|
|
|
As at 1 April 2025 |
5,164,059 |
41,117 |
187 |
5,205,363 |
|
Advances during the year |
867,537 |
- |
4 |
867,541 |
|
Repayments during the year |
(212,086) |
|
|
(212,086) |
|
Interest on loans |
7,569 |
- |
- |
7,569 |
|
As at 31 March 2026 |
5,827,079 |
41,117 |
191 |
5,868,387 |
|
Loss allowance |
|
|
|
|
|
As at 1 April 2025 |
(5,164,059) |
(41,117) |
- |
(5,205,176) |
|
ECL recognised during the year |
(79,563) |
- |
- |
(79,563) |
|
As at 31 March 2026 |
(5,243,622) |
(41,117) |
|
(5,284,739) |
|
|
|
|
|
|
|
Net carrying amount at 31 March 2026 |
583,457 |
- |
191 |
583,648 |
|
Net carrying amount at 31 March 2025 |
- |
- |
187 |
187 |
Amounts owed by Group undertakings are assessed for impairment under the expected credit loss requirements of IFRS 9. During the year, the Company recognised an additional expected credit loss of £79,563 in respect of amounts due from Insig Partners Limited (2025: £5,205,176 impairment loss recognised).
Insig Data Limited was dissolved during the year ended 31 March 2026.
Management assessed the recoverability of this balance using a probability-weighted expected credit loss assessment, considering a range of possible outcomes including continued trading, a potential divestment and default. The assessment attributed probabilities of 75% to continued trading and full repayment, 13% to a potential divestment and 12% to default. Under the continued trading scenario, management assumed that the balance would ultimately be recoverable from future cash flows generated by Insig Partners Limited, based on the Group’s approved forecasts and longer-term projections. Under the divestment scenario, management considered the estimated value of the underlying business and technology to be sufficient to recover the outstanding loan balance in full. A 100% loss given default was applied to the default scenario. Based on these assumptions, an expected credit loss provision of £79,563 (2025: £5,205,176) was recognised at 31 March 2026.
No expected credit loss has been recognised in respect of the remaining amounts owed by Group undertakings.
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 |
Ownership interest (%) |
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% indirectly |
Artificial Intelligence |
On 10 March 2026, Insig Data Limited dissolved. This decision was agreed by the Directors on 30 November 2025 with the aim of simplifying the Group’s structure. Ultimate Player Limited was dissolved on 11 July 2024 for the same reason.
- Investments
|
|
Total £ |
|
31 March 2025 |
123,750 |
|
Additions |
- |
|
31 March 2026 |
123,750 |
On 30 May 2024, the Group acquired 1,090 shares in ImpactScope OU, a company incorporated in Estonia, representing 5.45% equity interest, for consideration of £123,750 satisfied by a share-for-share exchange. The investment is an unquoted equity investment for which there is no active market or publicly available pricing information. The investment would be classified as Level 3 within the fair value hierarchy under IFRS 13, as its valuation requires the use of significant unobservable inputs.
Under IFRS 9, investments in equity instruments are required to be measured at fair value, although in limited circumstances cost may represent an appropriate estimate of fair value where insufficient more recent information is available to determine fair value more precisely.
Fair value measurement
|
Investment |
Fair value at 31 March 2026 (£) |
Fair value hierarchy |
Valuation technique |
Significant unobservable inputs |
|
ImpactScope OU |
123,750 |
Level 3 |
Recent transaction price, adjusted where appropriate for subsequent financial, operational and market developments |
Financial performance and profitability; net asset position; forecast revenue generation; continued commercial use and development of the underlying technology and services; and the absence of subsequent arm's-length transactions indicating a different valuation |
There were no transfers between levels of fair value hierarchy during the year.
In assessing the fair value of the investment at 31 March 2026, management considered the latest available unaudited financial and operational information relating to ImpactScope OU as at 31 March 2026. ImpactScope remained profitable and reported positive net assets at the reporting date, while current forecasts indicate continued revenue generation and its technology and services remain in commercial use. Management has not identified any significant adverse changes in the investee's financial performance, operations or market environment that would indicate that the original transaction price is no longer representative of fair value.
No subsequent arm's-length issue or transfer of ImpactScope OU shares, or other observable market transaction, has been identified which would provide a reliable, updated pricing benchmark. While the available information indicates continued commercial progress, it does not provide a sufficiently supportable basis for determining a fair value different from the original transaction price. Management has therefore determined that the acquisition cost of £123,750 remains the best available estimate of fair value at 31 March 2026. No fair value adjustment has been recognised.
Management has considered the sensitivity of the fair value measurement to reasonably possible alternative assumptions. As the fair value is based on the original transaction price as the best available proxy for fair value, rather than a valuation model incorporate unobservable inputs, there are no specific valuation inputs against which a reliable quantitative sensitivity analysis can be performed. Management has not identified any reasonably possible alternative assumptions that would result in a significantly different fair value and so not separate quantitative sensitivity analysis has been disclosed.
- Trade and other receivables
|
|
Group |
|
Company | ||
|
Current |
31 March 2026 £
|
31 March 2025 £ (restated) |
|
31 March 2026 £
|
31 March 2025 £ |
|
Trade receivables |
72,169 |
73,012 |
|
27,353 |
30,245 |
|
Prepayments |
10,798 |
19,137 |
|
7,056 |
19,137 |
|
VAT receivable |
27,817 |
10,505 |
|
29,623 |
32,036 |
|
Other receivables |
- |
421 |
|
- |
- |
|
Total |
110,784 |
103,075 |
|
64,032 |
81,418 |
The fair values of trade receivables are the same as their book values.
Restatement
During the year, the Group reviewed the presentation of certain comparative balances. A VAT receivable of £10,505, which had previously been presented net within trade and other payables (note 20), has been reclassified to trade and other receivables. The reclassification has increased both trade and other receivables and trade and other payables by £10,505 at 31 March 2025 and has no impact on net assets.
The Group assesses, on a forward-looking basis, the expected credit losses associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. The expected loss rates are based on the Group’s historical credit losses and current and forward-looking information on factors affecting the Group’s customers. The resulting implied expected credit loss for the current financial year is not material.
The ageing of trade receivables is as follows:
|
|
Group |
|
Company | ||
|
|
31 March 2026 £ |
31 March 2025 £ |
|
31 March 2026 £ |
31 March 2025 £ |
|
Up to 3 months |
66,169 |
73,012 |
|
13,527 |
15,245 |
|
Over 3 months |
6,000 |
- |
|
13,826 |
15,000 |
|
Total |
72,169 |
73,012 |
|
27,353 |
30,245 |
- Cash and cash equivalents
|
|
Group |
|
Company | ||
|
|
31 March 2026 £ |
31 March 2025 £ |
|
31 March 2026 £ |
31 March 2025 £ |
|
Cash at bank and in hand |
76,737 |
328,796 |
|
12,685 |
270,433 |
Cash and cash equivalents comprise current accounts held by the Group with immediate access. The credit risk on such funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
|
|
Group |
|
Company | |||
|
|
31 March 2026 £
|
31 March 2025 £ (restated) |
|
31 March 2026 £
|
31 March 2025 £
|
|
|
Trade payables |
223,077 |
220,504 |
|
136,938 |
187,085 |
|
|
Accruals |
125,287 |
94,581 |
|
92,897 |
66,250 |
|
|
Other payables |
20,289 |
16,740 |
|
11,259 |
- |
|
|
Taxes and social security |
70,535 |
(5,807) |
|
7,445 |
- |
|
|
Contract liabilities |
68,675 |
6,800 |
|
- |
- |
|
|
Credit card |
13,023 |
- |
|
7,440 |
- | |
|
|
520,886 |
332,818 |
|
255,979 |
253,335 |
|
The fair value of trade payables are the same as their book values.
Included within other payables are employment-related liabilities.
The Group has recognised a liability as at 31 March 2026 in respect of a claim of £57,034 received from a service provider. £35,654 of this is included in trade payables 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. There have been ongoing discussions related to the claim and both parties have since agreed that proceedings should be halted, so a settlement can be agreed between the Company and supplier. £22,888 was paid to the supplier during the year, and Management believe that the claim won’t be due in full due to the lack of services received and the likelihood of a reasonable settlement being agreed.
See Note 18 for further details on restated prior year balance.
|
|
|
|
Total | ||
|
|
£ |
£ |
£ | ||
|
|
|
|
| ||
|
Convertible loan note – 1 April 2025 |
1,142,255 |
590,286 |
1,732,541 | ||
|
Interest |
|
|
| ||
|
Accrued interest |
122,437 |
163,496 |
285,933 | ||
|
Modification of convertible loan note |
(36,329) |
(63,738) |
(100,067) | ||
|
Total as at 31 March 2026 |
1,228,363 |
690,044 |
1,918,407 | ||
|
|
|
|
|||
|
|
|
|
Total | ||
|
|
£ |
£ |
£ | ||
|
|
|
|
| ||
|
Convertible loan note – 1 April 2024 |
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 as at 31 March 2025 |
1,142,255 |
590,286 |
1,732,541 | ||
On 4 May 2022, the Company entered into a formal agreement for a £1.0m convertible loan note (“CLN”) 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 in cash, if not converted to shares on or before 31 December 2022, and interest accrued from the date monies were drawn down at a rate of 5% per annum. The convertible loan note can be converted at the noteholder’s discretion at any time. For this reason, the CLN has been treated as a current liability.
On 17 June 2022, the Company entered into a CLN 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.
Under IFRS 9 Financial Instruments, the CLNs were 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 embedded conversion features in the two CLNs were assessed as having a fair value of £nil at initial recognition and at the reporting date. This is because the conversion price is the lower of the agreed conversion prices (20 pence for CLN 1 and 18 pence for CLN2), or the prevailing share price at the date of conversion. A discount rate of 11.37% was applied to the CLNs in line with the hybrid financial instrument treatment.
On 22 December 2022, the Company agreed revised terms for both the CLN agreements with Richard Bernstein and David Kyte for £1m and £0.5m respectively.
The following revisions were made during the year ended 31 March 2023.
- Interest owed on the first CLN will be rolled up into the loan expiring 31 December 2023, with an interest of 8% per annum.
- A conversion price of 20 pence for Richard Bernstein, and 18 pence for David Kyte; or the prevailing share price at the date of conversion.
- 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 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.
The following revisions were made during the year ended 31 March 2025:
On 30 June 2024, the terms of the convertible loan note 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 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.
The following revisions were made during the year ended 31 March 2026:
On 30 September 2025, the terms of both CLNs were extended to 31 December 2026. This was treated as a non-substantial modification, so both CLNs were recalculated and the difference between the previous and revised terms was recognised immediately.
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.
- Deferred tax
An analysis of the deferred tax liability is set out below.
|
|
|
|
|||
|
|
|
|
|
Cost £ | |
|
Deferred tax liability |
|
|
|
| |
|
As at 31 March 2024 |
|
|
|
1,101,000 | |
|
Deferred tax liability for intangibles |
|
|
|
(1,101,000) | |
|
As at 31 March 2025 |
|
|
|
- | |
|
Deferred tax liability for intangibles |
|
|
|
- | |
|
As at 31 March 2026 |
|
|
|
- | |
The Group’s intangible assets were fully impaired as at 31 March 2025. As a result, the deferred tax liabilities recognised in respect of those intangible assets were derecognised.
- Financial Instruments
Financial assets
Financial assets measured at amortised cost comprise trade receivables, other receivables and cash. It does not include prepayments or VAT receivable.
|
|
Group |
Company | ||
|
|
31 March 2026 |
31 March 2025 (restated) |
31 March 2026 |
31 March 2025 |
|
Financial assets at amortised cost |
£ |
£ |
£ |
£ |
|
Trade and other receivables* |
72,169 |
73,012 |
27,353 |
62,282 |
|
Cash and cash equivalents |
76,737 |
328,796 |
12,685 |
270,433 |
|
Due from subsidiary undertakings |
- |
- |
583,648 |
187 |
|
|
148,906 |
401,808 |
623,686 |
332,902 |
*Details of the restated trade receivables balance are given in Note 18.
Financial liabilities
Financial liabilities measured at amortised cost comprise trade and other payables, accruals and borrowings in the form of convertible loan notes. It does not include taxation and social security.
|
|
Group |
Company | ||
|
|
31 March 2026 |
31 March 2025 |
31 March 2026 |
31 March 2025 |
|
Financial liabilities at amortised cost |
£ |
£ |
£ |
£ |
|
Trade payables |
223,077 |
220,504 |
136,938 |
187,085 |
|
Accruals |
125,287 |
94,581 |
92,897 |
66,250 |
|
Convertible loan notes |
1,918,407 |
1,732,541 |
1,918,407 |
1,732,541 |
|
Credit card |
13,023 |
- |
7,440 |
- |
|
|
2,279,794 |
2,047,626 |
2,155,682 |
1,985,876 |
The main risks arising from the Company’s financial instruments are credit and liquidity risks. Please refer to note 3.1.
Group and Company
|
|
Number of ordinary shares |
Share capital (£) | |||
|
|
31 March 2026 |
31 March 2025 |
31 March 2026 |
31 March 2025 | |
|
Ordinary shares |
124,962,206 |
119,932,637 |
1,249,623 |
1,199,327 | |
|
Deferred shares |
22,811,638 |
22,811,638 |
2,053,047 |
2,053,047 | |
|
Total |
147,773,844 |
142,744,275 |
3,302,670 |
3,252,374 | |
Ordinary shares
|
Issued at 1 pence per share |
Number of ordinary shares |
Share capital £ |
Share premium £ |
Total £ |
|
At 1 April 2025 |
119,932,637 |
1,199,327 |
42,243,659 |
43,442,986 |
|
Shares issued during the year |
5,029,569 |
50,296 |
1,299,704 |
1,350,000 |
|
Share issue costs |
- |
- |
(75,000) |
(75,000) |
|
As at 31 March 2026 |
124,962,206 |
1,249,623 |
43,468,363 |
44,717,986 |
Placings
On 7 October 2025, 1,666,666 new ordinary shares of 1p per share were issued in the Company to raise £500,000 at a placing price of 30p per share.
On 8 October 2025, 1,612,903 new ordinary shares of 1p per share were issued in the Company to raise £500,000 at a placing price of 31p per share.
Equity Funding Facility shares
On 23 June 2025 the Company entered into an Equity Funded Facility (“EFF”) with Richard Bernstein. The EFF provided Richard Bernstein the right to subscribe for up to 1,750,000 new ordinary shares of 1 pence each in the Company at 20p per ordinary share.
During the year, the EFF was subscribed to in full. The allotments in relation to the EFF were as follows:
On 24 June 2025, the Company issued 500,000 new ordinary shares to CEO Richard Bernstein at a price of 20p per share to raise £100,000.
On 24 July 2025, the Company issued 375,000 new ordinary shares to Richard Bernstein at a price of 20p per share to raise £75,000.
On 19 September 2025 the Company issued 875,000 new ordinary shares to Richard Bernstein at a price of 20p per share to raise £175,000.
Rights, preferences and restrictions
All ordinary shares are equally eligible to receive dividends and the repayment of capital and represent equal votes at meetings of shareholders. There are no rights of redemption attached to the ordinary shares.
Deferred shares
|
Deferred Shares (nominal value of 0.09 pence per share) |
Number of deferred shares |
£ |
|
As at 31 March 2025 |
22,811,638 |
2,053,047 |
|
As at 31 March 2026 |
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.
- Share based payments
The Company operates share option schemes for Directors, employees and consultants to the Group as compensation for work and services provided to the Group. These are accounted for as equity-settled share-based payments. 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/Criteria |
Expiry Date |
Exercise price in £ per share |
31 March 2026 |
|
Warrants |
|
|
|
|
|
10 May 2021 |
10 May 2022 |
10 May 2027 |
0.88 |
394,613 |
|
22 December 2022 |
22 December 2022 |
31 March 2027 |
0.25 - 0.3 |
3,055,556 |
|
|
|
|
|
3,450,169 |
|
Options |
|
|
|
|
|
4 March 2022 |
4 October 2024 |
7 March 2032 |
0.48 |
325,000 |
|
6 June 2024 |
Based on performance criteria |
5 June 2029 |
0.3 |
3,000,000 |
|
2 July 2025 |
100,000 vest per quarter |
1 July 2028 |
0.27 |
1,200,000 |
|
30 September 2025 |
Variable vesting dates |
1 October 2028 |
0.5 |
1,500,000 |
|
26 January 2026 |
Variable vesting dates |
26 January 2031 |
0.2 |
2,275,000 |
|
26 January 2026 |
Variable vesting dates |
26 January 2031 |
0.25 |
2,275,000 |
|
|
|
|
|
10,575,000 |
The Company and Group have no legal or constructive obligation to settle or repurchase the options or warrants in cash.
Warrants
|
|
2026 |
|
2025 |
|
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:
|
|
2026 |
|
2025 |
|
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 |
During the year the share-based payment charge in relation to the warrants was nil (31 March 2025 - £nil).
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) |
2021 Warrants (restated) |
|
Grant date |
22 Dec 2022 |
10 May 2021 |
|
Contractual life |
3 years |
6 years |
|
Share price at grant date |
15p |
87p |
|
Exercise price |
25-30p |
83.7p |
|
Shares under option |
3,055,556 |
394,613 |
|
Vesting period |
3 years |
1 year |
|
Expected volatility |
20% |
20% |
|
Expected dividend yield |
0% |
0% |
|
Total fair value (pence) |
0.001-0.004 |
0.18
|
The weighted average contractual life of warrants outstanding on 31 March 2026 was 1 year (2025: 0.9 years)
Options
7,250,000 options were granted in the year ended 31 March 2026 (2025: 7,800,000) to Directors of the Group, staff and external service providers as compensation for services provided and work carried out by staff. Details of the options are set out below:
|
|
2026 |
|
2025 |
|
Outstanding at beginning of period |
10,375,000 |
|
4,575,000 |
|
Granted |
7,250,000 |
|
7,800,000 |
|
Lapsed during period |
(2,000,000) |
|
(2,000,000) |
|
Cancelled during the period |
(4,400,000) |
|
- |
|
Forfeited during the period |
(650,000) |
|
- |
|
Outstanding as at period end |
10,575,000 |
|
10,375,000 |
|
Exercisable at period end |
1,625,000 |
|
2,575,000 |
The movements in the weighted average exercise price of the options were as follows:
|
|
2026 |
|
2025 |
|
Outstanding at beginning of period |
31.1 |
|
53.2 |
|
Granted |
28.9 |
|
22.6 |
|
Lapsed |
60.0 |
|
48.0 |
|
Cancelled |
20.0 |
|
|
|
Forfeited |
30.7 |
|
- |
|
Outstanding as at period end |
27.6 |
|
31.1 |
|
Exercisable at period end |
45.3 |
|
57.3 |
Modification of awards
On 26 January 2026 the Company cancelled 4,400,000 options originally issued on 5 June 2024 and replaced them with new options on modified terms (new exercise prices of £0.20 and £0.25, new expiry of 26 January 2031 and revised vesting conditions with no revenue performance hurdles).
In accordance with IFRS 2 the replacement has been accounted for as a modification. The original grant-date fair value continues to be recognised over the remaining original vesting period. Any incremental fair value (new fair value at the modification date less the fair value of the original options immediately before cancellation) is recognised over the remaining vesting period of the replacement awards.
The total incremental fair value arising on the modification was approximately £89,000, of which £5,196 was recognised in the year ended 31 March 2026.
The fair value of the equity instruments granted was determined using the Black-Scholes Model.
The inputs into the model for options outstanding at the year-end were as follows:
|
|
2022 options |
2024 options |
2024 Options |
2025 Options |
|
Grant date |
4 March 2022 |
6 June 2024 |
6 June 2024 |
2 July 2025 |
|
Contractual life |
8 years |
5 years |
5 years |
3 years |
|
Share price at grant date |
29p |
18.25p |
18.25p |
26p |
|
Exercise price |
48p |
20p |
30p |
27p |
|
Shares under option |
2,575,000 |
5,800,000 |
2,000,000 |
1,200,000 |
|
Vesting period |
2.5 years |
3 years |
3 years |
Vest equally over 3 years |
|
Expected volatility |
0.45% |
60.23% |
60.23% |
72.07% |
|
Expected dividend yield |
0% |
0% |
0% |
0% |
|
Risk free rate |
0.45% |
5.20% |
5.20% |
3.75% |
|
Total fair value (pence) |
0.015 |
0.09 |
0.09 |
0.13 |
|
Performance condition |
|
When the Company’s annual revenue exceeds milestones of £2m and £3m in preceding 12 months each |
When the Company’s annual revenue exceeds milestones of £2m and £3m in preceding 12 months each |
|
|
|
2025 Options |
2026 Options |
2026 Options |
|
|
Grant date |
30 September 2025 |
26 January 2026 |
26 January 2026 |
|
|
Contractual life |
3 years |
5 years |
5 years |
|
|
Share price at grant date |
23p |
20p |
20p |
|
|
Exercise price |
50p |
20p |
25p |
|
|
Shares under option |
1,500,000 |
3,275,000 |
3,275,000 |
|
|
Vesting period |
1,000,000 on 1 April 2026, 500,000 on 1 April 2027 |
Equally over three years or 100,000 will vest quarterly |
Equally over three years or 100,000 will vest quarterly |
|
|
Expected volatility |
71.39% |
73.47% |
73.47% |
|
|
Expected dividend yield |
0% |
0% |
0% |
|
|
Risk free rate |
3.75% |
3.76% |
3.76% |
|
|
Total fair value (pence) |
0.06 |
0.11 |
0.11 |
|
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 share option expense recognised in the income statement for the year ended 31 March 2026 is £388,174 (2025: £223,731).
The weighted average contractual life of options outstanding on 31 March 2026 was 4.1 years (2025: 3.6 years).
|
|
Group | |
|
|
Year ended 31 March 2026 £ |
Year ended 31 March 2025 £ |
|
Current Tax |
|
|
|
UK corporation tax on profit for the year |
- |
- |
|
Research and development tax credit |
(239,259) |
(292,853) |
|
Total current tax |
(239,259) |
(292,853) |
|
Deferred Tax |
|
|
|
Intangibles on business combinations |
- |
(1,101,000) |
|
Total deferred tax |
- |
(1,101,000) |
|
Total income tax credit |
(239,259) |
(1,393,853) |
|
|
Group | |
|
|
Year ended 31 March 2026 £ |
Year ended 31 March 2025 £ |
|
Loss before tax |
(2,094,655) |
(6,132,654) |
|
Tax at the standard corporation tax rate (25%) |
(523,663) |
(1,533,162) |
|
Effects of: |
|
|
|
Expenditure not deductible for tax purposes |
199,346 |
1,405,641 |
|
Income not taxable for tax purposes |
(81,695) |
(2,480,108) |
|
R&D tax credits |
(239,259) |
(292,853) |
|
Movement in deferred tax not recognised |
406,012 |
1,506,629 |
|
Tax credit |
(239,259) |
(1,393,853) |
The Group has unutilised tax losses of approximately £11,879,971 (31 March 2025 £15,295,656) 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 £239,259 (2025: £308,221) has been included in the tax credit amount in line with IFRS.
The calculation of the total basic loss per share of 1.51 pence (31 March 2025: 4.09 pence) is based on the loss attributable to equity holders of the parent company’s continued operations of £1,855,396 (31 March 2025: £4,738,801) and on the weighted average number of ordinary shares of 122,617,476 (31 March 2025: 116,446,500) 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.
- Related party transactions
Loans to Group undertakings
Amounts receivable as a result of loans granted to subsidiary undertakings are as follows:
|
|
Company | |
|
|
31 March 2026 |
31 March 2025 |
|
|
£ |
£ |
|
Insig Partners |
5,827,079 |
5,164,059 |
|
Insight Capital Consulting Limited |
191 |
187 |
|
Expected credit loss |
(5,243,622) |
(5,164,059) |
|
|
583,648 |
187 |
Insig Partners Limited
Advances of £867,537 and repayments of £212,086 were made by Insig Partners during the year. Interest charged for the year was £7,138. The closing balance was £583,457 after cumulative expected credit losses of £5,243,622 (2025: £187). The credit loss recognised during the current period was £79,563 (2025: £5,164,059).
Insight Capital Consulting Limited
No loans were provided to Insig Partners Limited from Insight Capital Consulting Limited during the year to cover operating costs, however, interest charged on the existing loan balance was £22,597 (31 March 2025: £20,445).
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 & Advisory Limited, a company of which Richard Cooper is a director, was paid a fee of £32,991 for the year ended 31 March 2026 (31 March 2025: £25,765) for the provision of corporate management and consulting services to the Company. There was a balance of £7,242 owing at year end (31 March 2025: £7,250).
Richard Bernstein, a Director of the Company, provided the Company with a £1,000,000 convertible loan facility, which was fully drawn in prior periods. During the year, interest of £122,437 was recognised in respect of the loan note. On 30 September 2025, the maturity date of the loan was extended to 31 December 2026. At 31 March 2026, the carrying amount of the convertible loan note, included accrued interest, was £1,228,363 (31 March 2025: £1,142,255). Further details of the terms of the convertible loan note are set out in note 21.
On 23 June 2025, Richard Bernstein entered an equity funding facility with the Company, whereby he was able to subscribe for up to 1,750,000 shares at a price of 20 pence per ordinary share. Shares were subscribed for on the following dates:
- 24 June 2025: 500,000 shares subscribed for at 20 pence per share
- 24 July 2025: 375,000 shares subscribed for at 20 pence per share
- 19 September 2025: 875,000 shares subscribed for at 20 pence per share
- Ultimate controlling party
The Directors believe there is no ultimate controlling party.
On 22 April 2026, Richard Bernstein subscribed to 1,250,000 new ordinary shares at 20 pence per share, for a consideration of £250,000.
On 1 June 2026, the Company announced that an investor had subscribed for 1,333,333 new ordinary shares at a price of 15 pence per share, raising gross proceeds of £200,000.
On 14 July 2026, the Company announced that Richard Bernstein had subscribed for a further 1,666,667 new ordinary shares at a price of 15 pence per share, raising gross proceeds of £250,000, and that an existing shareholder had subscribed for 666,667 new ordinary shares at the same price, raising gross proceeds of £100,000. The Company also accepted an equity funding option under which Richard Bernstein may subscribe for up to a further £250,000 of new ordinary shares at a price of 18 pence per share, exercisable within six months of that date.
On 20 July 2026, the Company committed to invest €300,000 in ATM Labs B.V., trading as 4Mica, a Belgium-based early-stage AI agent micropayments solutions provider. The investment is structured as a zero-interest convertible loan maturing on 31 August 2027 and, if converted, would represent an approximately 2.94% fully diluted interest in 4Mica. The Company has also committed to invest an additional €1 million, conditional upon 4Mica completing a qualifying fundraising within 16 months of completion of the initial investment.
On 14 September 2026, the Company announced that it will be allocated equity in a new special purpose vehicle (“SPV”) being established by Impactscope OU, an investee of the Company. The Company will receive two per cent of the SPV’s share capital with no cash consideration payable.
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.