Consolidated statement of changes
in equity for the period ended 31 December 2023
|
Share
Capital
|
Share
Premium
|
Deferred Shares / Shares to
be issued
|
Other
Reserves
|
Retained
Earnings
|
Total
Equity
|
|
£
|
£
|
£
|
£
|
£
|
£
|
Balance at 30 Sep 2021
|
562,441
|
19,657,281
|
3,159,130
|
13,769,156
|
(36,790,128)
|
358,420
|
Loss for the period
|
-
|
-
|
-
|
-
|
(545,533)
|
(545,533)
|
Share capital issued
|
7,637
|
7,636
|
-
|
-
|
-
|
15,273
|
Balance at 31 Dec 2022
|
570,078
|
19,665,457
|
3,159,130
|
13,769,156
|
(37,335,661)
|
(171,840)
|
Loss for the year
|
-
|
|
-
|
-
|
(261,318)
|
(261,318)
|
Balance at 31 Dec 2023
|
570,078
|
19,665,457
|
3,159,130
|
13,769,156
|
(37,596,979)
|
(433,158)
|
The other reserves relate to the
merger reserve, share reserve and the capital redemption
reserve
The financial statements were
approved by the Board and authorised for issue on 27 June
2024.
Brian Thompson
Chairman
Notes to the financial statements for the year ended 31
December 2023
The principal activity of Catenai
Plc is the provision of multimedia and technology
solutions.
Catenai Plc is incorporated in the
United Kingdom with registration number 04689130. Catenai Plc is
domiciled in the United Kingdom and has its registered office at 27
Old Gloucester Street, London WC1N 2AX. The principal place of
business for the Company is 26-27 Lansdowne Terrace, Gosforth,
Newcastle Upon Tyne, NE3 1HP.
Catenai Plc is a public limited
company, limited by shares and its shares are quoted on the AIM
market of the London Stock Exchange.
Catenai Plc's financial statements
are presented in Pounds Sterling.
The comparatives are for the 15
months ended 31 December 2022 following a change of year
end.
The company changed its name from
Catenae Innovation Plc to Catenai Plc on 5 March 2024.
1. Principal accounting
policies
The principal accounting policies
applied in the preparation of these financial statements are set
out below. These policies have been consistently applied to all the
period presented unless otherwise
stated.
Statement of compliance
The financial statements have been
prepared in accordance with UK-adopted International Accounting
Standards and with those parts of the Companies Act 2006 applicable
to companies reporting under International Accounting Standards
Board (IASB) and the interpretations issued by the International
Financial Reporting Interpretations Committee (IFRIC).
Going concern
The Company's business activities,
together with the factors likely to affect its future development,
performance and position are set out in the Chairman's statement
and below. The financial position of the Company, its cash flows,
liquidity position and borrowing facilities are described in the
financial statements. In addition, note 14 to the financial
statements includes the Company's objectives, policies and
processes for managing its capital; its financial risk management
objectives; details of its financial instruments; and exposures to
credit risk and liquidity risk.
The net liability position as at
31 December 2023, being the Company's financial year-end, was
£433,158. Subsequent to the reporting date, the Board has been able
to raise additional funding through share issues which have raised
£720,000 gross proceeds in cash.
The Company's forecasts and
projections show that the Company should be able to operate within
the level of its current cash resources, however a material
uncertainty exists in relation to the Company's ability to repay
its liabilities as they become due.
The Directors prepare annual
budgets and cash flow projections that extend 12 months from the
date of this report. These projections include the proceeds of
future fundraising necessary within the next 12 months to meet the
Company's overheads and planned discretionary expenditures and to
maintain the Company as a going concern. Although the Company has
been successful in raising finance in the past, there is no
assurance that it will obtain adequate finance in the future. This
represents a material uncertainty related to events or conditions
which may cast significant doubt on the Company's ability to
continue as a going concern and, therefore, that they may be unable
to
Going concern
realise their assets and discharge
their liabilities in the normal course of business. However, the
directors have a reasonable expectation that they will secure
additional funding when required to continue meeting corporate
overheads and other costs for the foreseeable future and therefore
the directors believe that the going concern basis is appropriate
for the preparation of the financial statements.
After making enquiries, the
directors have a reasonable expectation that the Company has
adequate resources to continue in operational existence for the
foreseeable future. They continue to adopt the going concern basis
in preparing the annual report and financial statements, however as
noted above a material uncertainty exists which may cast
significant doubt on the Company's ability to continue operating as
a going concern.
The auditors have made reference
to going concern by way of a material uncertainty within
their
audit report.
Revenue recognition
The Company provides software
licencing and support services.
The weighting of these and pricing
of these services (which drives the revenue recognition) depends on
the service level required by the client, and on the commercial
imperatives and pricing sensitivities of the client.
The contractual performance
obligations will typically be embedded in an agreement with the
client.
Where that agreement is detailed,
the revenue recognition will follow the allocation of fees and
revenues against the completion of the agreed performance
milestones in the accounting period.
Where the agreement is not
specific, the revenue recognition will be in proportion to the
completion of performance milestones in the relevant accounting
period against the internal costings prepared in advance for each
project.
(i) Software licencing
contracts
Revenue from software licencing
contracts is recognised when the customer takes possession of and
accepts the software licence products which is the point in time
when the customer has the ability to direct the use of the product
and obtain substantially all of the benefits of the
products.
(ii) Ongoing support and
maintenance contracts
Revenue from ongoing support and
maintenance contracts is recognised over the contractual term when
the customer simultaneously receives and consumes the benefits
provided by the Company's performance, as the Company performs. The
Company recognises contract liabilities for any revenue not yet
provided to the customer as of the year end.
Research and development
Expenditure on research activities
is recognised as an expense in the period in which it is incurred.
An internally generated intangible asset arising from the Company's
development activity is recognised only if all the following
conditions are met:
•
an asset is created that can be identified (such
as a website);
•
it is probable that the asset created will
generate future economic benefits: and,
•
the development cost of the asset can be measured
reliably.
Internally-generated intangible
assets are amortised on a straight-line basis over their useful
lives. Where no internally-generated intangible asset can be
recognised, development expenditure is recognised as an expense in
the period in which it is incurred.
Intangible assets
Externally acquired intangible
assets are initially recognised at cost and subsequently amortised
on a straight-line basis over their estimated useful economic
lives. The amortisation expense is included within the other
administrative expenses line of the statement of comprehensive
income.
Intangible assets are recognised
on business combinations if they are separable from the acquired
entity or give rise to other contractual/legal rights.
Impairment of non-current assets
For the purposes of assessing
impairment, assets are Companied into separately identifiable
cash-generating units. At the end of each reporting period, the
Company reviews the carrying amounts of its non-current assets, to
determine whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists the
recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any).
An impairment loss is recognised
for the amount by which the assets or cash-generating unit's
carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of fair value less costs to sell and value in
use based on an internal discounted cash flow
evaluation.
Cash and cash equivalents
Cash and cash equivalents comprise
cash in hand and on demand deposits.
Investments
Investments
in subsidiaries, associates and joint ventures are stated cost and
reviewed for
impairment if there are indicators that the carrying value may not
be recoverable. An impairment
loss is recognised to the extent that the carrying amount cannot be
recovered either by selling the
asset or by continuing to hold the asset and benefitting from the
net present value of the future cash
flows of the investment.
Equity
Equity comprises the
following:
• Share capital
represents the nominal value of issued ordinary
shares and deferred shares.
• Share premium
represents the excess over nominal value of the
fair value of consideration received for equity shares, net of
expenses of the share issue.
• Shares to be issued
reserve represents cash received
for the purchase of shares yet to be issued at the period end and
for creditors who have agreed to convert their debt to shares yet
to be issued at the period end.
• Merger
reserve represents the excess over
nominal value of the fair value of consideration received for
equity shares issued on acquisition of subsidiaries, net of
expenses of the share issue.
• Share reserve
represents shares held in treasury at nominal
value following the conclusion of the defaulting shares from
October 2016.
• Capital
redemption reserve represents the
nominal value of shares repurchased by the Company.
• Retained
earnings represent retained profits
and losses.
Equity instruments
Equity
instruments issued by the Company are recorded as the proceeds
received, net of direct
costs.
Deferred taxation
Recognition of deferred tax assets
is restricted to those instances where it is probable that taxable
profit will be available against which the difference can be
utilised.
Financial assets
On initial recognition, financial
assets are classified as either financial assets at fair value
through the statement of profit or loss, held-to-maturity
investments, loans and receivables financial assets, or
available-for-sale financial assets, as appropriate.
Loans and receivables
The Company classifies all its
financial assets as trade and other receivables. The classification
depends on the purpose for which the financial assets were
acquired.
Trade receivables and other
receivables that have fixed or determinable payments that are not
quoted in an active market are classified as loans and receivables
financial assets. Loans and receivables financial assets are
measured at amortised cost using the effective interest method,
less any impairment loss. Interest income is recognised by applying
the effective interest rate, except for short-term receivables when
the recognition of interest would be immaterial.
For trade receivables and other
receivables due in less than 12 months, the Company applies the
simplified approach in calculating Expected Credit Losses
("ECL's"), as permitted by IFRS 9. Therefore, the Company does not
track changes in credit risk, but instead, recognises a loss
allowance based on the financial asset's lifetime ECL at each
reporting date. For any other financial assets carried at amortised
cost (which are due in more than 12 months), the ECL is based on
the 12-month ECL. The 12-month ECL is the proportion of lifetime
ECLs that results from default events on a financial instrument
that are possible within 12 months after the reporting date.
However, when there has been a significant increase in credit risk
since origination, the allowance will be based on the lifetime ECL.
When determining whether the credit risk of a financial asset has
increased significantly since initial recognition and when
estimating ECLs, the Company considers reasonable and supportable
information that is relevant and available without undue cost or
effort. This includes both quantitative and qualitative information
and analysis, based on the Company's historical experience and
informed credit assessment including forward-looking
information.
Financial liabilities
Financial liabilities are
recognised when, and only when, the Company becomes a party to the
contracts which give rise to them and are classified as financial
liabilities at fair value through the profit and loss or loans and
payables as appropriate. The Company's loans and payable
comprise trade and other payables.
When financial liabilities are
recognised initially, they are measured at fair value plus directly
attributable transaction costs and subsequently measured at
amortised cost using the effective interest method other than those
categorised as fair value through income
statement.
Fair value through the income
statement category comprises financial liabilities that are either
held for trading or are designated to eliminate or significantly
reduce a measurement or recognition inconsistency that would
otherwise arise. Derivatives are also classified as held for
trading unless they are designated as hedges. There were no
financial liabilities classified under this category.
The Company determines the
classification of its financial liabilities at initial recognition
and re-evaluate the designation at each financial year
end.
A financial liability is
de-recognised when the obligation under the liability is
discharged, cancelled or expires.
When an existing financial
liability is replaced by another from the same party on
substantially different terms, or the terms of an existing
liability are substantially modified, such an exchange or
modification is treated as a de-recognition of the original
liability and the recognition of a new liability, and the
difference in the respective carrying amounts is recognised in the
income statement.
Share-based payments
When share options and warrants
are awarded, the fair value of the options and warrants at the date
of grant is charged to the statement of comprehensive income over
the vesting period. Non-market conditions are taken into account by
adjusting the number of equity instruments expected to vest at each
end of reporting period, so that, ultimately, the cumulative amount
recognised over the vesting period is based on the number of
options and warrants that eventually vest.
Market conditions are factored
into the fair value of the options and warrants granted. As long as
all other vesting conditions are satisfied, a charge is made
irrespective of whether the market vesting conditions are
satisfied. The cumulative expense is not adjusted for failure to
achieve a market vesting condition.
Where the terms and conditions of
options and warrants are modified before they vest, the increase in
fair value of the options and warrants, measured immediately before
and after the modification, is also charged to the statement of
comprehensive income over the remaining vesting period.
Where equity instruments are
granted to persons other than employees, the full cost of services
provided is recognised as a current
liability and as a charge in
the statement of comprehensive income. When shares are issued
to settle the obligation, the liability is extinguished and the
share issue is reflected in equity as an issue of share
capital.
Upon exercise of share options and
warrants, the proceeds received net of attributable transaction
costs are credited to share capital, and where appropriate share
premium.
New and amended Standards and Interpretations adopted by the
Company
There were no new standards and
interpretations to published standards adopted during the year
which have had a significant impact on the company's accounting
policies.
New and amended Standards and Interpretations issued but not
effective for the financial year beginning 1 January
2023
At the date of authorisation of
these financial statements, the following standards and
interpretations which have not been applied in these financial
statements were in issue but not yet effective:
Ref
|
Title
|
Summary
|
Application date of
standards
(periods commencing)
|
IFRS 17
|
Insurance Contracts
|
Establishes new principles for the
recognition,
|
Annual periods
|
|
|
measurement, presentation and
disclosure of
|
beginning on or
|
|
|
insurance contracts issued,
reinsurance contracts
|
after 1 January
|
|
|
held and qualifying investment
contracts with
|
2023.
|
|
|
discretionary participation
features issued.
|
|
IFRS 16
|
Lease Liability in a Sale
|
Specifies requirements relating to
measuring
|
Annual periods
|
|
and Leaseback
|
the lease liability in a sale and
leaseback
|
beginning on or
|
|
|
transaction after the date of the
transaction.
|
after 1 January
|
|
|
|
2024.
|
IAS 12
|
Deferred Tax related to
Assets
|
Introduces an exception to clarify
that the
|
Annual periods
|
|
and Liabilities arising from
a
|
'initial recognition exemption'
does not apply
|
beginning on or
|
|
Single Transaction
|
to transactions that give rise to
equal taxable
|
after 1 January
|
|
|
and deductible timing differences.
|
2023.
|
IAS 8
|
Changes in Accounting Estimates
|
Clarifies how to distinguish
changes in accounting
|
Annual periods
|
|
and Errors: Definition
of
|
policies from changes in
accounting estimates.
|
beginning on or
|
|
Accounting estimates
|
|
after 1 January
|
|
|
|
2023.
|
IAS 1
|
Presentation of Financial
|
Changes requirements from
disclosing 'significant'
|
Annual periods
|
|
Statements and IFRS Practice
|
to 'material' accounting policies
and provides
|
beginning on or
|
|
Statement 2 - Disclosure
of
|
explanations and guidance on how
to identify
|
after 1 January
|
|
Accounting Policies
|
material accounting policies.
|
2024.
|
IAS 1
|
Presentation of Financial
|
Clarifies that only those
covenants with which
|
Annual periods
|
|
Statements: Classification
of
|
an entity must comply on or before
the end of
|
beginning on or
|
|
Liabilities as Current
or
|
the reporting period affect the
classification of a
|
after 1 January
|
|
Non-Current and Non-Current
|
liability as current or
non-current.
|
2024.
|
|
Liabilities with Covenants
Date
|
|
|
There are no other IFRSs or IFRIC
interpretations that are not yet effective that would be expected
to have a material impact on the Company.
The directors are evaluating the
impact that these standards will have on the financial statements
of the Company.
2. Critical accounting judgements and key
sources of estimation uncertainty
The preparation of the financial
statements requires management to make estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and
liabilities, and the disclosure of contingent liabilities at the
date of the financial statements. If in the future such estimates
and assumptions, which are based on management's best judgement at
the date of the financial statements, deviate from the actual
circumstances, the original estimates and assumptions will be
modified as appropriate in the year in which the circumstances
change.
Where necessary, the comparatives
have been reclassified or extended from the previously reported
results to take into account presentational changes.
Critical judgements and estimates in applying the Company's
accounting policies
In the process of applying the
Company's accounting policies, which are described in note 1,
management has made the following judgements and estimates that
have the most significant effect on the amounts recognised in the
financial statements (apart from those involving estimations, which
are dealt with below).
Judgements
Going concern
Management have considered that
the Company remains a going concern. The going concern assumption
is discussed further in note 1.
Estimates
There are not deemed to be any key
sources of estimation of uncertainty that have a significant risk
of resulting in a material adjustment to the carrying amounts of
assets and liabilities within the next financial year.
3. Segment and revenue
analysis
The accounting policy for
identifying segments is based on the internal management reporting
information that is regularly reviewed by the senior management
team.
The Company has one reportable
segment:
Catenai - Catenai generates
revenue from the exploitation of intellectual property and licenses
held.
The financials for this segment
can be seen in the financial statements in this
document.
The company derives revenue from
the transfer of services over time and at a point in time to
customers all located in the UK.
|
|
12 months
|
15 months
|
|
31
December
|
31
December
|
|
2023
|
2022
|
|
£
|
£
|
Timing of revenue
recognition:
|
|
|
At a point in time
|
28,670
|
117,020
|
Over time
|
-
|
-
|
Total revenue
|
28,670
|
117,020
|
4. Administrative
expenses
The following amounts are included
within administrative expenses:
|
|
12 months
|
15 months
|
|
31
December
|
31
December
|
|
2023
|
2022
|
|
£
|
£
|
Auditors' remuneration:
|
|
|
Fees payable to the Company's
auditor:
|
|
|
For the audit of the Company's
annual accounts
|
14,000
|
14,000
|
Staff costs (note 5)
|
211,476
|
307,809
|
5. Directors and staff
Staff costs during the year,
including Directors, were as follows:
|
12 months
|
15 months
|
|
|
31
December
|
31
December
|
|
|
2023
|
2022
|
|
|
£
|
£
|
|
Wages and salaries
|
193,000
|
276,458
|
|
Social security costs
|
16,443
|
28,052
|
|
Pension costs
|
2,034
|
3,299
|
|
|
211,477
|
307,809
|
|
|
|
|
|
|
|
The average number of staff of the
Company during the year was as follows:
|
|
15 months
|
|
|
|
31
December
|
|
|
2023
|
2022
|
|
|
no.
|
no.
|
|
Sales, distribution and
technology
|
1
|
1
|
|
Directors and
administration
|
3
|
3
|
|
|
4
|
4
|
|
|
|
|
|
|
The amounts paid and accrued as a
liability by the Company in respect of the Directors, who are the
key management personnel of the Company was as follows:
Year ended 31 December
2023
|
Paid
|
Accrued
|
Total
|
Edward Guy Meyer
|
45,659
|
42,000
|
87,659
|
Brian Thompson
|
-
|
-
|
-
|
John Farthing
|
39,000
|
17,000
|
56,000
|
Total
|
84,659
|
59,000
|
143,659
|
Year ended 31 December
2022
|
Paid
|
Accrued
|
Total
|
Edward Guy Meyer
|
80,500
|
51,500
|
132,000
|
Brian Thompson
|
-
|
-
|
-
|
John Farthing
|
46,500
|
12,750
|
59,250
|
Total
|
127,000
|
64,250
|
191,250
|
5. Directors and staff (Continued)
Employers national insurance,
employers pension and share option / warrant charges for key
management personnel (including directors)
|
2023
|
2022
|
|
|
Employers NIC
|
Employer Pension
|
Employers NIC
|
Employer Pension
|
Total
|
Edward Guy Meyer
|
5,156
|
991
|
10,113
|
1,431
|
17,691
|
Brian Thompson
|
-
|
-
|
-
|
-
|
-
|
John Farthing
|
4,214
|
-
|
5,521
|
-
|
9,735
|
|
9,370
|
991
|
15,634
|
1,431
|
27,426
|
As at 31 December 2023 director's
fees of £123,250 (2022: £64,250) relating to current and prior year
fees remains outstanding, of which £93,500 (2022: £51,500) relates
to Edward Guy Meyer, £29,750 (2022: £12,750) relates to John
Farthing.
6. Discontinued
operations
There were no discontinued
operations during the year. The Company disposed of its subsidiary
as detailed in note 10.
7. Tax on loss
|
|
15 months
|
|
|
31
December
|
|
2023
|
2022
|
|
£
|
£
|
Loss before tax
|
(261,318)
|
(545,533)
|
Loss at the standard rate of
corporation tax in the UK of 25% (2022: 19%)
|
(65,329)
|
(103,651)
|
Effects of:
|
|
|
Expenses not deductible for tax
purposes
|
-
|
19,462
|
Unutilised tax losses and other
deductions
|
(65,329)
|
84,189
|
Total tax credit in the
year
|
-
|
-
|
|
|
|
|
|
|
|
Deferred tax assets of
approximately £3m (2022: £2.9m) have not been recognised in the
financial statements as there is currently insufficient evidence to
suggest that any deferred tax asset would be recoverable. The
Company has unutilised tax losses of approximately £15.6m (2022:
£15.2m) that would be available to carry forward against future
profits from the same activity, subject to agreement by HM Revenue
& Customs.
The corporation tax rate in the UK
increased to 25% on 1 April 2023.
8.
Dividends
No dividends have been paid or
proposed in the year (2022: £nil).
9. Loss per
share
The calculation of the basic loss
per share is based on the loss attributable to ordinary
shareholders divided by the weighted average number of shares in
issue during the year. The calculation of diluted loss per share is
based on the basic loss per share, adjusted to allow for the issue
of shares and the post tax effect of dividends and interest, on the
assumed conversion of all other dilutive options and other
potential ordinary shares.
There were 144,444 share options
and 26,927,240 share warrants outstanding at the year-end (2022:
144,444 and 26,927,240). However, the figures for 2023 and 2022
have not been adjusted to reflect conversion of these share
options, as the effects would be anti- dilutive.
|
|
|
2023
|
|
|
2022
|
|
Loss
£
|
Weighted average number
of
shares
|
Per share amount
Pence
|
Loss
£
|
Weighted average number
of
shares
|
Per share amount
Pence
|
Basic and diluted loss per share
attributable to shareholders
|
(261,318)
|
285,038,925
|
(0.09)
|
(545,533)
|
284,017,394
|
(0.19)
|
10. Investments
|
Investments
|
Total
|
|
£
|
£
|
Cost
|
|
|
At 1 January 2023
|
320,000
|
320,000
|
Disposal in year
|
(320,000)
|
(320,000)
|
At 31 December 2023
|
-
-
10
|
-
|
Net book value
|
|
|
As at 31 December 2022
|
-
|
-
|
As at 31 December 2023
|
-
|
-
|
|
|
|
|
On 1 December 2023 the Company
disposed of its 51.05% shareholding in its former subsidiary
Hyperneph Software Limited and also settled its dispute with their
former shareholders. As the Company was released from any further
liabilities it has released the previously recognised provision of
£102,500.
The value of shares in investments
are tested annually for impairment.
Subsidiaries as at 31 Dec
2023
|
Registered Address
|
Class of Shares
|
Total Number of Shares in
issue at 31 Dec 2023
|
Percentage held by
Catenai
|
Catenai
Ltd (Subsidiary - Dormant)
|
20
Wenlock Road, London, N1 7GU
|
Ordinary Shares of £1
|
1
|
100%
|
11. Trade and other
receivables
|
2023
|
2022
|
|
|
£
|
£
|
|
Trade receivables
|
7,800
|
61,734
|
|
Other receivables
|
9,492
|
13,011
|
|
|
17,292
|
74,745
|
|
|
|
|
|
|
Trade receivable days at the
year-end were 99 days (2022: 193 days). No interest is charged on
receivables within the agreed credit terms. Thereafter, interest
may be charged.
An allowance for impairment is
made where there is an identified event which, based on previous
experience, is evidence of a reduction in the recoverability of the
outstanding amount. The Company provides, in full, for any debts it
believes have become non- recoverable. The figures shown above are
after deducting specific provision for bad and doubtful debts of
£nil (2022: £nil). No amounts included within trade and other
receivables are expected to be recovered in more than one year
(2022: £nil).
The maximum exposure to credit
risk at the reporting date is the carrying value of each class of
receivable set out above. The carrying value at the year-end for
each class of assets is deemed by the Directors to be the same as
the fair value.
The ageing of trade receivables
that have not been impaired are:
|
2023
|
2022
|
|
|
£
|
£
|
|
Due in less than 1
month
|
7,800
|
61,734
|
|
Due after more than 1
month
|
7,800
|
61,734
|
|
|
|
|
|
12. Trade and other
payables
|
2023
|
2022
|
|
|
£
|
£
|
|
Trade payables
|
72,376
|
42,182
|
|
Other payables
|
8,221
|
144,473
|
|
Taxation and social
security
|
16,166
|
6,097
|
|
Accruals and contract
liabilities
|
223,872
|
115,756
|
|
|
320,635
|
308,508
|
|
|
|
|
|
|
Included in accruals and deferred
income are amounts of £123,250 (2022: £64,250) relating to unpaid
contingent remuneration to the Directors in office at the year-end.
This has been accrued in accordance with the payments agreed
between the Company and Directors.
Included in contract liabilities
there is £3,500 (2022: £3,125), which relates to the residual
proportion of annual fees remaining at the year-end.
13. Loans and
borrowings
|
2023
|
2022
|
|
£
|
£
|
Loans due within one
year
|
131,000
|
-
|
Loans due after one
year
|
-
|
-
|
|
131,000
|
-
|
|
|
|
|
The Company received £131,000
short term convertible loans with and interest rate of
0%.
14. Financial instruments and risk
management
Financial risk factors
The Company's financial
instruments comprise cash, including short-term deposits, trade and
other receivables, short-term loan financing and trade and other
payables that arise directly from its operations. The main risks
arising from the Company's financial instruments are liquidity
risk, credit risk and interest rate risk. The Board has reviewed
and agreed policies for managing each of these risks and they are
summarised below. The Company has no financial assets other than
trade receivables and cash at bank. The statement of financial
position values for the financial assets and liabilities are not
materially different from their fair values.
Liquidity risk
The Company seeks to manage
financial risk to ensure sufficient liquidity is available to meet
foreseeable needs and to invest cash assets safely and profitably.
The Company policy is to ensure there are sufficient cash reserves
to meet liabilities during such periods. These are incorporated
into rolling twelve-month Company cash flow forecasts, which are
reviewed by the Board monthly.
Short-term flexibility is provided
through the availability of cash facilities. Long-term funding is
secured through issues of share capital and loans.
Credit risk
The Company's principal financial
assets are bank balances, cash and trade and other receivables. The
Company's credit risk is primarily attributable to its trade
receivables. As far as possible, the Company operates to ensure
that the payment terms of customers are matched to the Company's
own contractual obligations on development.
Currency risk
The Company does not operate in
overseas markets and is not subject to exposures on transactions
undertaken during the year. The Company's exposure to exchange rate
fluctuations is therefore not significant.
Capital risk management
The capital structure of the
Company consists of a loan and the shareholders' equity, comprising
issued share capital and reserves. The capital structure of the
Company is reviewed on an on-going basis with reference to the
costs applicable to each element of capital, future requirements of
the Company, flexibility of capital to be drawn down and
availability of further capital should it be required.
The Company had loan liabilities
of £131,000 at the year-end (2022: £nil).
14. Financial instruments and risk
management (continued)
Liability maturity analysis
2023
|
Repayable on demand or within 1 month
|
Between 1
month and 6 months
|
Between 6
months and 1 year
|
|
£
|
£
|
£
|
Trade creditors
|
72,376
|
-
|
-
|
Other creditors
|
-
|
-
|
24,387
|
Loans and borrowings*
|
131,000
|
-
|
-
|
2022
|
Repayable on demand or within 1 month
|
Between 1
month and 6 months
|
Between 6
months and 1 year
|
|
£
|
£
|
£
|
Trade creditors
|
42,182
|
-
|
-
|
Other creditors
|
-
|
-
|
150,570
|
Loans and borrowings
|
-
|
-
|
-
|
*The convertible loans facility
was renewed in January 2024 for 12 months.
Interest rate and liquidity risk
The Company's financial
liabilities represented trade payables and loan financing at the
year-end. No interest was payable on the balances outstanding as at
the year end. The Company's working capital commitments are
reviewed on an on-going basis with reference to the dates when
liabilities are to be repaid.
15. Share capital
|
2023
|
2022
|
|
£
|
£
|
Allotted, called up and fully
paid
285,038,925 (2022: 285,038,925)
ordinary shares of 0.2p
(2022: 0.2p) each
|
570,078
|
570,078
|
|
570,078
|
570,078
|
.
16. Share warrants
At 31 December 2023, the Company
had the following equity settled warrants in issue (the number of
warrants and exercise prices have been adjusted for the
reorganisation of the Company's shares into ordinary and deferred
shares during the year):
|
Date warrant granted
|
Number of warrants
outstanding as at
1 Jan 2023
|
Warrants
granted
during
the year
|
Shares forfeited / expired /
waived / exercised during the year
|
Warrants outstanding as at
31
Dec 2023
|
Exercise
price
|
|
|
|
|
|
|
|
Misc. Warrants
|
27/01/2021
|
22,477,240
|
-
|
-
|
22,477,240
|
3p
|
|
03/02/2021
|
2,500,000
|
-
|
-
|
2,500,000
|
2p
|
|
08/04/2021
|
2,000,000
|
-
|
-
|
2,000,000
|
2.5p
|
|
|
26,977,240
|
-
|
-
|
26,977,240
|
|
There were no warrants issued in
the year to 31 December 2023.
The fair value of the share
warrants was estimated at the date of grant using the Monte-Carlo
model for those with the performance conditions and the Black
Scholes model for those without performance conditions, taking into
account the terms and conditions upon which they were granted. The
following tables list the inputs to the model used for the
valuations of share warrants.
Grant Date
|
27/01/2021
|
08/04/2021
|
Final Date
|
27/01/2024
|
08/04/2024
|
Exercise Price
|
3p
|
2.5p
|
Share Price
|
0.0625p
|
0.0625p
|
Expected Volatility
|
81%
|
81%
|
Expected Dividend Yield
|
n/a
|
n/a
|
Risk Free Rate
|
0.07%
|
0.07%
|
Average Time to Vest
|
2.1
years
|
2.1
years
|
Grant Date
|
03/02/2021
|
|
Final Date
|
03/02/2024
|
|
Exercise Price
|
2p
|
|
Share Price
|
2p
|
|
Expected Volatility
|
25%
|
|
Expected Dividend Yield
|
n/a
|
|
Risk Free Rate
|
0.6%
|
|
Average Time to Vest
|
immediate
|
|
The total fair value of the
warrants granted in the period was £nil (2022: £nil). The net
charge recognised in the statement of comprehensive income for
share warrants was £nil (2022: £nil).
17. Capital
commitments
There were no capital commitments
as of 31 December 2023 or 31 December 2022.
18. Share-based
payment
On 27 March 2015, the Company
granted to the Directors and other individuals options over a total
of 85,787,000 ordinary shares of 0.1p each at a price of 1 penny
per share as disclosed in the announcement dated 22 December 2014.
Half of the options vest once the closing mid-market share price of
the Company has been more than or equal to 2 pence for a period of
15 consecutive business days. The remainder vest once the closing
mid- market share price of the Company has been more than or equal
to 3 pence for a period of 15 consecutive days. The options are
exercisable on or following the first anniversary of the date of
issue and will lapse on the tenth anniversary of the date of issue.
Options issued to non-Director employees under the EMI scheme lapse
on cessation of employment. Since the issue date the options have
lapsed, other than those shown in the bale below. In a prior period
the Company re-organised its share capital. The above number of
share options needs to be divided by 100 and the above exercise
prices multiplied by 100.
Details of the Options are as
follows:
|
Options held at 1
Jan
2023
|
Number of new options
granted in the year
|
Number of options forfeited
in the year
|
Options held at 31 December
2023
|
Option price
|
Tony Sanders
|
66,666
|
-
|
-
|
66,666
|
10p
|
Kevin Everett
|
77,778
|
-
|
-
|
77,778
|
10p
|
Total
|
144,444
|
-
|
-
|
144,444
|
|
At 31 December 2023, no options
were exercisable due to the mid-market share price of the Company
in the period (31 December 2022: nil). At this date, the weighted
average contractual life of the outstanding options was 1.25 years
(31 December 2022: 2.25 years).
There were no share options
exercised during the year (2022: nil).
The fair value of the share
options was estimated at the date of the grant using either the
Monte-Carlo model (where market conditions existed) or the
Black-Scholes model, taking into account the terms and conditions
upon which they were granted.
The following table lists the
inputs to the model used for the valuations of share
options:
Options granted on 27 March 2015 expire 27 March
2025
|
|
|
Exercise price (pence)
|
1p
|
1p
|
Share price (pence)
|
0.65p
|
0.65p
|
Expected volatility (%)
|
85%
|
85%
|
Expected dividend yield
|
n/a
|
n/a
|
Risk free rate
|
0.41%
|
0.49%
|
Average time to vest
(years)
|
2
years
|
2.3
years
|
18. Share-based payment (continued)
The expected volatility was based
on historic volatility and reflects the assumption that the
historical volatility is indicative of future trends, which may not
necessarily be the actual outcome. No other features of the options
were incorporated into the measurement of fair value, and
non-market conditions have not been included in calculating the
fair value. The total fair value of the options granted
in the period was £nil (2022: £nil). The amount debited to the
statement of comprehensive income for share options was £nil (2022:
£nil). The combined total fair value of the options and warrants
granted in the period was £nil (2022: £nil) and the combined amount
debited to the statement of comprehensive income was £nil (2022:
£nil).
19. Transactions with Directors and other related
parties
Unpaid remuneration
As stated in note 12 to the
accounts a total of £123,250 (2022: £64,250) is due to Directors as
unpaid remuneration:
|
2023
|
2022
|
|
Edward Guy Meyer
|
93,500
|
51,500
|
|
Brian Thompson
|
-
|
-
|
|
John Farthing
|
29,750
|
12,750
|
|
Total
|
123,250
|
64,250
|
|
Other transactions with Directors
Related Party relationship
|
Transaction
amount
|
Payments (to) / from
related
parties
|
Balance owing
/
owed
|
|
2023
|
2022
|
2023
|
2022
|
2023
|
2022
|
|
£
|
£
|
£
|
£
|
£
|
£
|
Sales/(Purchases) from B.T.I.C.
Limited
|
(840)
|
(18,058)
|
(840)
|
(18,058)
|
-
|
-
|
B.T.I.C. Limited, a Company
incorporated in the England and Wales, in which Brain Thompson is a
director and shareholder continues to provide insurance
services to the Company.
All amounts owing to related
parties are payable on demand with no interest accruing.
20. Retirement benefit schemes
During the year, £991 was paid to
a retirement benefit scheme on behalf of Directors
(2022:
£3,643).
21. Operating lease rental
commitments
At 31 December 2023 and 31
December 2022, the Company had no commitments under operating
leases.
22. Notes supporting the cash flow
statement
Cash and cash equivalents for the
purposes of the cash flow statement comprises:
|
2023
|
2022
|
|
£
|
£
|
Cash available on
demand
|
1,185
|
65,443
|
|
1,185
71,
|
65,443
|
|
|
|
|
|
|
23. Events after the reporting period
On 5 March 2024 the name of the
Company changed from Catenae Innovation PLC to Catenai
PLC
On 27 March 2024 the Company
issued 225,366,666 ordinary shares of 0.002 each for gross proceeds
of £460,000 as well as the conversion of £216,100 of convertible
loans.
On 2 April 2024 the Company issued
112,200,000 ordinary shares of 0.002 each for gross proceeds of
£260,000 as well settling £56,600 of liabilities and £20,000
accrued director fees.
On 25 April 2024 the Company
issued 12,000,000 warrants over new ordinary shares in the Company,
exercisable at 0.3 pence per new ordinary share (the "Broker
Warrants"), being the placing price in the fundraise announced on
12 March 2024. The Broker Warrants are exercisable for a period of
three years from 12 March 2024.
The Company entered into an
unsecured convertible loan note agreement with Klarian Limited to
provide up to £450,000 in three tranches by way of subscription for
loan notes issued by Klarian Limited. The Company has provided the
3 tranches of £150,000 each on 9 May 2024, 24 May 2024 and 27 June
2024.
Report of the independent
auditors
INDEPENDENT AUDITOR'S REPORT TO
THE MEMBERS OF CATENAI PLC
Opinion
We have audited the financial
statements of Catenai Plc for the year ended 31 December 2023 which
comprise the Statement of Comprehensive Income, the Statement of
Financial Position, the Statement of Changes in Equity, the
Statement of Cash Flows, and the related notes, including a summary
of significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable
law and UK-adopted International Financial Reporting Standards
(IFRSs).
In our opinion:
· the
financial statements give a true and fair view of the state of the
company's affairs as at 31 December 2023 and of the company's loss
for the year then ended;
· the
financial statements have been properly prepared in accordance with
UK adopted International Accounting Standards; and
·
the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in
accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities
for the audit of the financial statements section of our report. We
are independent of the company in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the FRC's Ethical Standard as
applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Material uncertainty relating to
going concern
We draw attention to note 1 in the
financial statements, which indicates that the company is loss
making and has net liabilities. As stated in note 1, these events
or conditions, along with the other matters as set forth in note1,
indicate that a material uncertainty exists that may cast
significant doubt on the company's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors assessment of the entity's ability to
continue to adopt the going concern basis of accounting
included:
· Reviewing the cash flow forecasts prepared by management for
the period up to June
2025, providing challenge to key assumptions and reviewing for
reasonableness;
· A
comparison of actual results for the period to past budgets to
assess the forecasting
ability/accuracy of management;
· Reviewing post-period end RNS announcements and held
discussions with management
on expenditure plans; and
· Assessing the adequacy of going concern disclosures within the
financial statements.
Our responsibilities and the
responsibilities of the directors with respect to going concern
are
described in the relevant sections of this report.
Key audit matters
We identified the key audit matter
described below as that which was most significant in the audit of
the financial statement of the current period. Key audit matters
include the most significant assessed risks of material
misstatement, including those risks that had the greatest effect on
our overall audit strategy, the allocation of resources in the
audit and the direction of the efforts of the audit
team.
In addressing this matter, we have
performed the procedures below which were designed to address the
matter in the context of the financial statements as a whole and in
forming our opinion thereon. Consequently, we do not provide a
separate opinion on this individual matter.
Key audit matter
|
Description of risk
|
How the matter was addressed in the audit and key
observations arising with respect to that risk
|
|
|
|
Going concern
|
The company has used going concern
basis of preparation in its accounting policies. However, there is
significant judgement required as to whether the company can
continue to operate as a going concern.
|
We evaluated management's
assessment about going concern and challenged the judgement made by
management, as described in note 1.
As part of our procedures
we:
• reviewed the company's environment, controls and management's
assessment of the company's ability to continue as a going
concern
• reviewed the cashflow forecasts and assumptions made and the
data sources
Based on our procedures we
concluded that the going concern basis of preparation is
appropriate. (See also Conclusions relating to going concern
above)
|
Materiality
The materiality for the financial
statements as a whole was set at £11,775. This has been determined
with reference to the benchmark of the company's gross expenses,
which we consider to be an appropriate measure based on the
activities of the company during the year.
Materiality represents 3% of total expenditure as presented on the
face of the Statement of comprehensive income.
An overview of the scope of our
audit
We tailored the scope of our audit
to ensure that we were able to give our audit opinion on the
financial statements of Catenai Plc taking into account the nature
of the Company's activities, the Company's risk profile, the
accounting processes and controls, and the environment in which the
Company operates.
We designed our audit to ensure
that we obtain sufficient and appropriate audit evidence in respect
of:
· The
significant transactions and balances;
· Other
items, which, irrespective of size, are perceived as carrying a
significant level of audit risk whether through susceptibility to
fraud, or other reasons;
· The
appropriateness of the going concern assumption used in the
preparation of the financial statements.
Other information
The other information comprises
the information included in the Report and Financial Statements,
other than the financial statements and our auditor's report
thereon. The directors are responsible for the other information.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated
in our report, we do not express any form of assurance conclusion
thereon.
In connection with our audit of
the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required
to determine whether there is a material misstatement in the
financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this
regard.
Opinion on other matters
prescribed by the Companies Act 2006
In our opinion, based on the work
undertaken in the course of the audit:
•
the information given in the strategic report and
the directors' report for the financial year for which the
financial statements are prepared is consistent with the financial
statements; and
•
the strategic report and the directors' report
have been prepared in accordance with applicable legal
requirements.
Matters on which we are required
to report by exception
In the light of the knowledge and
understanding of the company and its environment obtained in the
course of the audit, we have not identified material misstatements
in the strategic report or the directors' report.
We have nothing to report in
respect of the following matters where the Companies Act 2006
requires us to report to you if, in our opinion:
•
adequate accounting records have not been kept, or
returns adequate for our audit have not been received from branches
not visited by us; or
•
the financial statements are not in agreement
with the accounting records and returns;
or
•
certain disclosures of directors' remuneration
specified by law are not made; or
•
we have not received all the information and
explanations we require for our audit.
Responsibilities of
directors
As explained more fully in the
directors' responsibilities statement, the directors are
responsible for the preparation of the financial statements and for
being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial
statements, the directors are responsible for assessing the
company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic
alternative but to do so.
Auditor's responsibilities for the
audit of the financial statements
Our objectives are to obtain
reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of
these financial statements.
We also obtain sufficient
appropriate audit evidence regarding the financial information of
the business activities within the Company to express an opinion on
the financial statements. We are responsible for the direction,
supervision and performance of the audit. We remain solely
responsible for our audit opinion.
Irregularities, including fraud,
are instances of non-compliance with laws and regulations. We
design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures
are capable of detecting irregularities, including fraud is
detailed below:
·
We obtained an understanding of the Company and
parent company and the sector in which they operate to identify
laws and regulations that could reasonably be expected to have a
direct effect on the financial statements. We obtained our
understanding in this regard through discussions with management,
industry research and the application of cumulative audit knowledge
and experience of the sector.
·
We determined the principal laws and regulations
relevant to the Company and company in this regard to be those
arising from:
o AIM rules;
o Companies Act 2006;
o Employment Law;
o Anti-Bribery Money Laundering
Regulations; and
o QCA compliance
·
We designed our audit procedures to ensure the
audit team considered whether there were any indications of
non-compliance by the Company and company with those laws and
regulations. These procedures included, but were not limited
to:
o review of legal and professional
fees to understand the nature of the costs and the existence o of
any noncompliance with laws and regulations;
o discussion with management
regarding potential non-compliance; and
o review of minutes of meetings of
those charged with governance and RNS
·
We also identified the risks of material
misstatement of the financial statements due to fraud. We
considered, in addition to the non-rebuttable presumption of a risk
of fraud arising from management override of controls, the
potential for management bias was identified in relation to the
going concern of the Company and company and as noted above, we
addressed this by challenging the assumptions and judgements made
by management when auditing that significant accounting
estimate.
· As in
all of our audits, we addressed the risk of fraud arising from
management override of controls by performing audit procedures
which included, but were not limited to: the testing of journals;
reviewing accounting estimates for evidence of bias; and evaluating
the business rationale of any significant transactions that are
unusual or outside the normal course of business
Because of the inherent
limitations of an audit, there is a risk that we will not detect
all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with
regulation. This risk increases the more that compliance with a law
or regulation is removed from the events and transactions reflected
in the financial statements, as we will be less likely to become
aware of instances of non-compliance. The risk is also greater
regarding irregularities occurring due to fraud rather than error,
as fraud involves intentional concealment, forgery, collusion,
omission or misrepresentation.
A further description of our
responsibilities for the audit of the financial statements is
located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor's
report.
Use of our report
This report is made solely to the
company's members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so
that we might state to the company's members those matters we are
required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the company and the
company's members as a body, for our audit work, for this report,
or for the opinions we have formed.
Mohammed Haque
Senior Statutory
Auditor
For and on behalf of
MAH, Chartered Accountants
Statutory Auditors
154 Bishopsgate
London
EC2M 4LN
Date: 27 June 2024