TIDMINSG
RNS Number : 1478J
Insig AI Plc
14 August 2023
14 August 2023
Insig AI plc
("Insig AI" or the "Company")
Final results for the year ended 31 March 2023
and
Posting of the Annual Report and Accounts and Notice of Annual
General Meeting
Insig AI plc (AIM:INSG), the data science and machine learning
solutions company and its subsidiaries (the "Group") is pleased to
announce its results for the year ended 31 March 2023.
The Group's Annual Report & Accounts, along with the
Company's Notice of Annual General Meeting ("AGM") will be posted
to shareholders on Tuesday 15 August and will be available shortly
on the Group's website: www.insg.ai/investor-relations/ . The AGM
will be held at The Washington Mayfair Hotel, 5 Curzon Street,
London, W1J 5HE on 15 September 2023 at 12:00 p.m.
Highlights
-- Revenue increase of 22% year on year to GBP2.1 million
-- Significantly lower operating costs for Insig AI business implemented during the year
-- Loss for the year after income tax of GBP18.5 million, which
includes an impairment charge of GBP16.6 million
-- Cash consumed by operating activities of GBP1.0 million
against GBP2.2 million for the previous year
-- Insig AI to provide data and software platforms to the FCA's
2023 TechSprint, known as the Global Financial Innovation Network's
(GFIN) Greenwashing TechSprint
-- Completion of equity fundraise post year end for GBP0.9 million
-- Forecast that the Insig AI business will continue to achieve
increases in revenue in the current and following financial year
and for operational profitability in the current year and
beyond
Richard Bernstein, Executive Chairman commented: "We have spent
the last two years developing what we believe is a world class
corporate disclosure database with over 130 million machine
readable sentences. The work that we are now doing with the FCA and
several other international regulators demonstrates the value of
this core asset. In the coming months, through partnerships,
distribution agreements and direct selling, we expect to monetise
this offering to market participants for whom transparency of
disclosures matters. Alongside deploying our generative AI data
science capabilities, we are excited about both our market
positioning and our prospects."
For further information, please visit www.insg.ai or contact:
Insig AI plc
Richard Bernstein, E xecutive Chairman richard.bernstein@insg.ai
Colm McVeigh, CEO colm.mcveigh@insg.ai
Zeus (Nominated Adviser & Broker)
David Foreman / James Hornigold / Danny
Phillips +44 (0) 20 3829 5000
Chairman's statement
I am pleased to update you on developments at Insig AI plc and
in the markets we serve. It is now two years since I came "on
board." As a non-executive director, my role involved oversight,
stewardship and introductions. Three months ago, I was delighted to
become Executive Chairman. This has allowed me to increase my
involvement in the operational aspects of the business, including
directly interfacing with both clients and importantly,
prospects.
In my statement last September, I was candid about the business:
when I became Chairman, it was clear that the executive team at
that time lacked experience in selling scalable software solutions.
Since Colm McVeigh was appointed to the board, that has changed and
his impact has been significant. The technical competence and
machine learning capabilities within Insig AI have never been in
doubt. However, a business is an enterprise, and its primary
objective must be to convert its strengths into generating and
growing sustainable revenues and profitability.
A challenge for any emerging technology business is to decide
its area of focus. Since its formation in 2017, the core Insig AI
business has served the asset management industry. This has been
its client base and the Company has achieved considerable success
in delivering valuable products and solutions. Two years ago, we
supported AB CarVal Investors LP ("AB CarVal"), now part of
Alliance Bernstein and delivered our ESG scoring tools which were
incorporated within AB CarVal's highly successful Collateralised
Loan Obligation ("CLO") fund.
The democratisation of investing is a welcome development. As
well as owners of corporations having the right to charge their
boards with the obligation for businesses to behave as responsible
corporate citizens, so savers also have the right to demand that
those with the responsibility of managing those savings, asset
managers, allocate capital and invest in areas that are not harmful
to the planet and people but also result in an improved or positive
outcome.
Whilst such an approach is laudable, more recently, the "ESG"
label has become tarnished and categorised by some as being part of
the "woke" agenda. This is particularly the case in the United
States, where a bifurcated political system has resulted in several
states enacting legislation to restrict the use of ESG factors in
making investment decisions. As a result, billions of dollars of
State funds have been divested. In January 2023, 25 states filed a
lawsuit in federal court seeking an injunction against the US
Department of Labor that had introduced legislation that ESG
factors should form part of fiduciary duties.
The ESG landscape requires regulation and as it evolves and
matures, it also requires greater uniformity. The three letter
acronym "ESG" has become something of a poster child for being
either "pro" or "anti". This should not be about labels but put
simply, whether investors and businesses act in a responsible
manner.
Two weeks ago, Greta Thunberg, a widely acknowledged champion of
highlighting the seriousness of climate change withdrew from
attending the Edinburgh Book Festival, following reports that its
sponsor, Baillie Gifford, has billions invested in firms that
profit from fossil fuels. Baillie Gifford responded by stating that
two per cent. of clients' money was invested in businesses with
some element of fossil fuels, whereas five per cent. was invested
in clean energy transition.
As regards the "E," what should an investor or asset manager be
seeking to achieve? We do not subscribe to the notion that by
bypassing an investment in say fossil fuels, that the world will
automatically be a better place. Forcing a large cap oil company to
divest its oil assets may well result in more damage to the planet
if the new owner of these assets has no interest in being a
responsible investor. Instead, investment should perhaps be focused
on company level binding targets where owners of such assets are
answerable and accountable in the public markets arena.
Transparency and accountability are critical.
Whilst there has been an inevitable focus on the "E" and climate
change, vital areas of the "S" and "G" have failed to garner as
much focus. Recent events at Odey Asset Management and at Coutts
& Co have brought into focus the impact on a business and on
its staff of failing to attend to the "S" and the "G."
We remain of the view that regulatory disclosure will become
mandatory. However, until that time, and in the US in particular, a
"state of flux", seems to be an accurate characterisation of the
ESG landscape. Inevitably, in the interim, such uncertainty is
causing asset managers to defer fund launches and ESG asset
allocation. With the added backdrop of a huge shift in asset
allocation to government bonds, where the risk-free rate has
returned to levels not seen for more than 20 years, it is
unsurprising that purchasing and investment decisions are being
deferred. The recessionary narrative has placed further pressures
on spending budgets.
It is therefore our mission, not only to endure this transitory
period but to stake our claim as being part of the ecosystem that
raises standards of corporate disclosure. I n this regard, I am
pleased to report significant progress.
Insig AI, using its machine learning expertise, has the
capability to source, analyse and categorise vast quantities of
data to accelerate and enhance human decision making. Two years
ago, the Company set out to achieve an ambitious target: to build a
repository, essentially a database of corporate public disclosures.
Then, our database comprised 200 companies. Last year, we reported
that our repository of corporate disclosures had increased to 2,000
companies. Now, with a centralised library of transparent, tagged
and machine-readable data of over 5,000 companies, we believe that
we possess an unrivalled database and navigational tool for both
corporations and market participants, encompassing over 130 million
machine readable sentences.
As well as our people and our technology, we regard this
repository as being a most valuable asset. Assets derive probable
future economic benefit, and we believe that we will achieve
substantial economic benefits from this two year,
multi-million-pound investment. The most positive demonstration of
the value of our database and data science capabilities has been
evidenced by our partnership with the Financial Conduct
Authority.
Data and technology collaboration with the Financial Conduct
Authority ("FCA")
In April 2023, Insig AI was proud to announce that it would be
providing the data and software platforms to the FCA's 2023
TechSprint, known as the Global Financial Innovation Network's
(GFIN) Greenwashing TechSprint. The GFIN Greenwashing TechSprint
has brought together 13 international regulators and 110
participants in each jurisdiction, including innovative tech firms
and teams from large consultancies.
The goal of the project is to develop a tool or solution that
can help regulators tackle or mitigate the risks of greenwashing in
financial services across the globe. The project focuses on how
technology, including AI and Machine Learning, can enable
regulators and supervisors to verify that ESG-related product
claims to retail consumers are accurate and complete and how
technology can help monitor, collate, and identify examples of
greenwashing from financial services firms' websites, social media
platforms, and other documentation or data which can also be shared
across jurisdictions.
Insig AI is providing its data and technology platform for
onboarding of partners and participants of the GFIN Greenwashing
TechSprint. The core data set comprises our database of pdf and
machine-readable corporate financial and ESG documents with entity
mapping and sentence-level classification against 15 ESG
issues.
Participants have access to Insig AI's technology via the ESG
Research Tool app, which combines machine learning, Natural
Language Processing and Elastic search capability for efficient
document interrogation and comparison across the database of
reports. Insig AI has facilitated the collection, tagging and
addition of new corporate documents into the database.
I am now delighted to report that we have received very positive
feedback from multiple participants. We regard our involvement as
integral to the GFIN Greenwashing TechSprint. Next month, in
conjunction with the FCA, we expect to provide a more detailed
update. Let us not underestimate the scale of this achievement and
the quality of connections that it has brought. The World Bank is
but one of more than a dozen international bodies that we are now
able to interact with.
It is vital that those guilty of greenwashing, that is those who
make false and/or misleading claims, are punished. The GFIN
Greenwashing TechSprint focuses on companies, rather than on asset
managers. However, rightly, asset managers must also be held
accountable. We have had direct engagement with asset managers who
are "talking the talk" of incorporating best practice on corporate
disclosures but when we "drill down," it is evident that they are
not doing so. We welcome the day when regulatory enforcement
prohibits such behaviour.
We also note and concur with recent comments from ClimateEarth
regarding the failure of the Big 6 Accounting firms to move forward
with providing the necessary audit and disclosure risk assurances
that are urgently required. We stand, ready, willing and able to
work with the Big 6 Accounting firms to raise the bar of these
essential corporate disclosures. Action will have to follow
regulation but, for now, it is the regulators that are charged with
this responsibility.
Financial performance
For the year ended 31 March 2023, we are reporting a 22 per cent
increase in consolidated revenue to GBP2.1 million. The Group's
legacy Sport in Schools business comprised GBP1.4 million, with the
core Insig AI business delivering an 85 per cent. increase in
revenue to GBP0.7 million.
During the year, Sport in Schools invested GBP0.1 million in a
significant marketing campaign. This culminated with Gareth
Southgate, manager of the England national football (soccer) team
since 2016 , providing a coaching session to pupils coached by
Sport in Schools. After this investment, which was expensed in
full, Sport in Schools delivered a modest operating profit.
Combined operating loss was GBP4.8 million. This was after
charging depreciation and amortisation of GBP2.8 million. Net cash
used in operating activities, was GBP1.0 million, as against GBP2.2
million in the previous year. This reflects the decision taken by
the Board to significantly reduce operating costs, as software
platform milestones had been delivered, we no longer required a
large development team, and we were also able to streamline our
business activities.
The Group carried out a review of the carrying value of its
goodwill and other assets during the year. These have been written
down by GBP16.6 million and accounted for as an exceptional item.
This charge has no impact on either cash or prospects of the
Group.
Cash at bank as at 31 March 2023 was GBP0.3 million. Following
the year end, in April 2023, we announced a successful equity
fundraise of GBP0.9 million, which I refer to below.
Funding
In May 2022, I provided the Company with an unsecured
convertible loan facility of GBP1.0 million. The key terms were
conversion at the higher of 35p per share and the prevailing share
price at the time of conversion and a coupon of 5 per cent. per
annum on funds drawn down. In June 2022, the Company announced that
it had also agreed a GBP0.5 million convertible loan, on the same
terms as my own facility, with David Kyte, a long term shareholder
of the Company. These loan facilities were fully utilised and were
due for repayment on 31 December 2022. In that month, both David
Kyte and myself agreed to extend these loan facilities by 12
months.
For myself, the terms of the extension included increasing the
interest rate to 8 per cent. per annum to reflect the significant
increase in interest rates and the deterioration in the debt
capital markets. The conversion price was amended to 20p which
represented a 17.6 per cent. premium to the prevailing share price
and 1,666,667 warrants were granted expiring on 31 December 2025
and exercisable at a price of 30p, which represented a 76.5 per
cent. premium to the prevailing share price.
For David Kyte's facility, the terms of extension included
increasing the interest rate to 8 per cent. per annum to reflect
the significant increase in interest rates and the deterioration in
the debt capital markets. The conversion price was amended to 18p,
which represented a 5.9 per cent premium to the prevailing share
price and 1,388,889 warrants were granted expiring on 31 December
2025 and exercisable at a price of 25p, which represented a 47.1
per cent premium to the current share price.
In September 2022, I provided a further convertible loan
facility of up to GBP0.75 million. This facility has been fully
utilised. The key terms were a conversion price of 35p per share
and a coupon of 5 per cent. per annum on funds drawn down. This
loan was secured against the share capital held by the Company in
Westside Sports Limited, which has interests in Ultimate Player
Limited, Pantheon Leisure plc, Sport in Schools Limited and the
Elms Group Limited. The loan was due to be repaid on 30 June 2023.
As previously announced, the Company and myself agreed to extend
the repayment date by six months.
Successful equity funding
In April 2023, the Company announced that it had completed an
equity subscription raising GBP0.9 million at 17p per share, being
the closing price on 20 April 2023. I subscribed for GBP0.15
million. Funds are being utilised to invest in sales and marketing
as well as for working capital purposes.
The subscribed for shares were issued from shares held in
treasury, being shares gifted to the Company in December 2022 by
Insight Capital founders and directors of the Company, Steve
Cracknell and Warren Pearson, Chief Product Officer and Chief
Technology Officer respectively. As a result, effectively, existing
shareholders suffered no equity dilution.
AB CarVal partnership
In February 2022, the Company announced a landmark agreement
with AB CarVal to develop and launch a new line of high yield
("HY") and investment grade ("IG") ESG scoring tools to be used by
AB CarVal to optimise HY and/or IG portfolios based on ESG
considerations. As previously stated, our share of fees is based on
AB CarVal's assets under management ("AUM") raised in connection
with these HY and/or IG focused investment pools and we continue to
anticipate that as AB CarVal secures mandates, our fees will
increase commensurably and continue for several years.
In July 2022, AB CarVal was acquired by Alliance Bernstein,
which we hope will provide further opportunities. In April 2023, we
reported that over the last year, we have worked closely with AB
CarVal on refining the ESG scoring tools and that we believe that
these tools are now ready for commercialisation. We continue to
expect a slow and gradual ramp up of sustainable revenues from this
partnership. Whilst the recent uncertain ESG landscape in the US
described above will inevitably make the ESG fundraising
environment slower and more challenging, we remain of the view that
AB CarVal has a market leading product, which over time, will
garner support with growing traction.
Generative AI and new product breakthrough delivering alpha
Of late, many column inches have been devoted to the pros and
cons of generative AI. What seems beyond dispute is that the output
from generative AI is a function of its input, or its source data.
At Insig AI, we are now able to successfully use generative AI
because of the integrity, objectivity, and transparency of our
source data of 130 million machine-readable sentences.
We have also recently been able to utilise this capability to
construct a fixed income model portfolio, which, based on momentum
and value criteria, is able to deliver 160 basis points of
additional alpha. We now intend to partner with an asset manager to
test this portfolio optimisation tool on an existing portfolio.
Board composition
We were greatly saddened by the sudden and untimely death in
April of John Murray. His wise counsel is sorely missed. Whilst
John is truly irreplaceable, we are currently seeking to strengthen
the board.
Prospects
It remains early in the Group's current financial year. We have
been awarded a financial database assignment from a new client, as
well as an annual licencing agreement for our ESG data from another
new client asset manager. In the first quarter, we also secured
additional business from an existing client. We remain frustrated
by the very slow pace of decision making at prospects - even
though, the business case in our opinion, is so strong.
We continue to forecast further sales growth for the Insig AI
business. The board remains optimistic that it will achieve
operating profitability in FY-24. Also, we are benefiting from
decisions taken earlier in the year that materially lowered our
operating costs.
We have previously commented on the current bear market for
asset managers and that many have characterised this as being the
harshest investment climate for a generation. Against such a
backdrop, we remain realistic as to the pace of sales growth in the
very short term. That is why the decisive action we took last
autumn to adapt to this tough environment has proven to be the
right strategy.
We are using our machine learning and data science optimisation
capabilities to drive better performance outcomes, to reduce risk
and to improve decision making and the standard of corporate
disclosure.
We are delighted with recent progress from our data and
collaboration agreement with the FCA. The feedback received from
participants is that our repository, our Natural Language
Processing classifiers, and their ability to use keywords to
surface patterns of reporting are both unique and valuable. We
regard this as being a core asset, ideally suited to partnership
opportunities, where we will be able to significantly broaden our
user base and translate this into increasing revenues and
profits.
Richard Bernstein
Chairman
13 August 2023
Consolidated statement of financial position
Group Company
--------------------------------- ---------------------------------
Note 31 March 31 March 31 March 31 March
2023 2022 2023 2022
GBP GBP GBP GBP
-------------------------------- ------ -------------- ------------- --- -------------- -------------
Non-Current Assets
Property, plant and equipment 12 37,648 65,664 - -
Right of Use Assets 13 28,266 38,545 - -
Intangible assets 14 20,309,278 38,217,155 - -
Investment in subsidiaries 15 - - 20,383,136 39,179,029
20,375,192 38,321,364 20,383,136 39,179,029
-------------------------------- ------ -------------- ------------- --- -------------- -------------
Current Assets
Trade and other receivables 16 719,840 289,819 151,699 89,414
Cash and cash equivalents 17 280,584 473,390 3,749 61,314
-------------------------------- ------ -------------- ------------- --- -------------- -------------
1,000,424 763,209 155,448 150,728
-------------------------------- ------ -------------- ------------- --- -------------- -------------
Total Assets 21,375,616 39,084,573 20,538,584 39,329,757
-------------------------------- ------ -------------- ------------- --- -------------- -------------
Non-Current Liabilities
Lease liabilities 19 16,868 28,593 - -
Deferred tax liabilities 20 2,586,096 4,160,088 - -
-------------------------------- ------ -------------- ------------- --- -------------- -------------
2,602,964 4,188,681 - -
Current Liabilities
Trade and other payables 18 932,927 810,331 382,636 308,544
Lease liabilities 19 10,386 9,048 - -
Convertible loan notes 19 2,261,769 - 2,261,769 -
3,205,082 819,379 2,644,405 308,544
-------------------------------- ------ -------------- ------------- --- -------------- -------------
Total Liabilities 5,808,046 5,008,060 2,644,405 308,544
-------------------------------- ------ -------------- ------------- --- -------------- -------------
Net Assets 15,567,570 34,076,513 17,894,179 39,021,213
-------------------------------- ------ -------------- ------------- --- -------------- -------------
Equity attributable to
owners of the Parent
Share capital 22 3,109,804 3,109,804 3,109,804 3,109,804
Share premium 22 39,077,403 39,077,403 39,077,403 39,077,403
Other reserves 24 377,381 325,583 377,381 325,583
Share based payments reserve 23 18,845 17,240 18,845 17,240
Retained losses (26,964,846) (8,400,850) (24,689,254) (3,508,817)
-------------------------------- ------ -------------- ------------- --- -------------- -------------
Equity attributable to
shareholders of the parent
parent company 15,618,587 34,129,180 17,894,179 39,021,213
-------------------------------- ------ -------------- ------------- --- -------------- -------------
Non-controlling interests (51,017) (52,667) - -
-------------------------------- ------ -------------- ------------- --- -------------- -------------
Total Equity 15,567,570 34,076,513 17,894,179 39,021,213
-------------------------------- ------ -------------- ------------- --- -------------- -------------
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 2023 was GBP21,180,437 (31
March 2022: loss of GBP267,798).
The Financial Statements were approved and authorised for issue
by the Board of Directors on 13 August 2023 and were signed on its
behalf by:
Colm McVeigh
Chief Executive Officer
Consolidated Income statement
Year ended Year ended
31 March 31 March
2023 2022
Continued operations Note GBP GBP
------------------------------------------------ ------ -------------- -------------
Revenue 5 2,092,161 1,707,790
Cost of sales 5 (732,966) (719,068)
------------------------------------------------ ------ -------------- -------------
Gross profit 1,359,195 988,722
Administrative expenses 7 (6,124,769) (5,256,104)
Other gains/(losses) 8 (23,368) 7,838
Other income 9 444 119,025
Impairments 14 (16,558,296) -
Operating loss (21,346,794) (4,140,519)
Finance income 10 101 3,878
Finance costs 10 (81,518) (14,010)
Loss before exceptional item (21,428,211) (4,150,651)
Exceptional items 11 - 905,851
------------------------------------------------ ------ -------------- -------------
Loss before income tax (21,428,211) (3,244,800)
Tax credit/(charge) 27 2,865,865 (941,919)
------------------------------------------------ ------ -------------- -------------
Loss for the year after income tax (18,562,346) (4,186,719)
------------------------------------------------ ------ -------------- -------------
Loss for the year attributable to owners
of the Parent (18,563,996) (4,199,720)
------------------------------------------------ ------ -------------- -------------
Profit/(Loss) for the year attributable
to Non-controlling interests 1,650 13,001
------------------------------------------------ ------ -------------- -------------
Basic and Diluted Loss Per Share attributable
to owners of the Parent during the period
(expressed in pence per share) 28 (17.89)p (4.40)p
------------------------------------------------ ------ -------------- -------------
Year ended Year ended
31 March 2023 31 March 2022
GBP GBP
------------------------------------------------- -------------------- -----------------
Loss for the year (18,562,346) (4,186,719)
Other Comprehensive Income:
Items that may be subsequently reclassified
to profit or loss
Other comprehensive loss for the year,
net of tax - -
------------------------------------------------- ------- -------------- --------------------
Total comprehensive loss (18,562,346) (4,186,719)
---------------------------------------------------------- -------------- --------------------
Total comprehensive loss attributable
to owners of the Parent (18,563,996) (4,199,720)
---------------------------------------------------------- -------------- --------------------
Total comprehensive profit/(loss) attributable
to Non-controlling interests 1,650 13,001
---------------------------------------------------------- -------------- --------------------
Consolidated statement of changes in equity
Share
based Retained Non
Share Share payments Other earnings Controlling
capital premium reserve reserves /(losses) Total Interest Total
Note GBP GBP GBP GBP GBP GBP GBP GBP
------------- -----
Balance as at
1 April 2021 2,479,664 3,039,531 - 427,727 (4,201,130) 1,745,792 (65,668) 1,680,124
------------------------- ------------- -------------- ---------- ------------- ---------------- ---------------- --------------- ----------------
Loss for the period - - - - (4,199,720) (4,199,720) 13,001 (4,186,719)
------------------------- ------------- -------------- ---------- ------------- ---------------- ---------------- --------------- ----------------
Other
comprehensive
loss for the
period
Items that may - - - - - - -
be -
subsequently
reclassified
to
profit or loss
---------------- ------- ------------- -------------- ---------- ------------- ---------------- ---------------- --------------- ----------------
Total comprehensive
loss for the period - - - - (4,199,720) (4,199,720) 13,001 (4,186,719)
------------------------- ------------- -------------- ---------- ------------- ---------------- ---------------- --------------- ----------------
Issue of new shares 630,140 36,201,388 - - - 36,831,528 - 36,831,528
Equity component
of CLN issued in
period - - - (124,343) - (124,343) - (124,343)
Share issue costs - (163,516) - 22,199 - (141,317) - (141,317)
Share based payments - - 17,240 - - 17,240 - 17,240
Total transactions
with owners,
recognised
directly in equity 630,140 36,037,872 17,240 (102,144) - 36,583,108 - 36,583,108
Balance as at
31 March 2022 3,109,804 39,077,403 17,240 325,583 (8,400,850) 34,129,180 (52,667) 34,076,513
------------------------- ------------- -------------- ---------- ------------- ---------------- ---------------- --------------- ----------------
Balance as at
1 April 2022 3,109,804 39,077,403 17,240 325,583 (8,400,850) 34,129,180 (52,667) 34,076,513
------------------------- ------------- -------------- ---------- ------------- ---------------- ---------------- --------------- ----------------
Profit/(Loss) for
the year - - - - (18,563,99) (18,563,996) 1,650 (18,562,346)
------------------------- ------------- -------------- ---------- ------------- ---------------- ---------------- --------------- ----------------
Other
comprehensive
loss for the
year
Items that may - - - - - - - -
be
subsequently
reclassified
to
profit or loss
Total comprehensive
loss for the year - - - - (18,563,99) (18,563,996) 1,650 (18,562,346)
------------------------- ------------- -------------- ---------- ------------- ---------------- ---------------- --------------- ----------------
Share based payments - - 1,605 - - 1,605 - 1,605
Equity component
of CLN issued in
period - - - 51,798 - 51,798 - 51,798
Total transactions
with owners,
recognised
directly in equity - - 1,605 51,798 - 53,403 - 53,403
------------------------- ------------- -------------- ---------- ------------- ---------------- ---------------- --------------- ----------------
Balance as at
31 March 2023 3,109,804 39,077,403 18,845 377,381 (26,964,846) 15,618,587 (51,017) 15,567,570
------------------------- ------------- -------------- ---------- ------------- ---------------- ---------------- --------------- ----------------
Consolidated statements of cash flows
Group Company
----------------------------- -----------------------------
12 month 12 month
period period 12 month 12 month
ended ended period period
31 March 31 March ended 31 ended 31
2023 2022 March 2023 March 2022
Note GBP GBP GBP GBP
-------------------------------------- ------ -------------- ------------- -------------- -------------
Cash flows from operating
activities
(Loss)/profit before income
tax (18,562,346) (4,186,719) (21,180,437) 267,798
Adjustments for:
Depreciation and amortisation 2,839,889 2,239,017 - -
Share based payments 23 1,605 17,240 1,605 17,240
Impairments 16,558,296 20,408,199
Net finance (income)/costs 81,518 13,546 63,566 (58,104)
Provision for deferred tax
liabilities (1,573,992) 941,918 - -
Provision for R&D tax credits (552,000) - - -
R&D provision for prior year (749,873) -
Proceeds from R&D tax credits 749,873 683,143 - -
Fair value uplift on unlisted
investment - (1,759,221) - (1,759,222)
Loss on disposal of lease liability - (7,725) - -
Changes in working capital:
(Increase)/Decrease in trade
and other receivables 118,704 36,658 (62,285) 52,849
Increase/(Decrease) in trade
and other payables 121,131 (170,024) 74,092 (56,110)
Net cash used in operating
activities (967,195) (2,192,167) (695,260) (1,535,549)
-------------------------------------- ------ -------------- ------------- -------------- -------------
Cash flows from investing
activities
Sale/(Purchase) of property,
plant and equipment 12 (8,788) (34,053) - -
Acquisition of subsidiaries
net of cash acquired - (1,528,518) - (1,742,478)
Purchase of intangible assets 14 (1,456,436) (2,304,860) - -
Loans granted to subsidiaries - - (1,612,305) (3,148,487)
Net cash used in investing
activities (1,465,224) (3,867,431) (1,612,305) (4,890,965)
-------------------------------------- ------ -------------- ------------- -------------- -------------
Cash flows from financing
activities
Proceeds from issue of share
capital - 6,145,490 - 6,145,490
Transaction costs of share
issue - (141,516) - (141,317)
Proceeds from Borrowings 2,250,000 - 2,250,000 -
Repayment of borrowings - (290,000) - -
Repayment of leasing liabilities (10,387) (115,939) - -
Net cash generated from financing
activities 2,239,613 5,598,035 2,250,000 6,004,173
-------------------------------------- ------ -------------- ------------- -------------- -------------
Net decrease/(increase) in
cash and cash equivalents (192,806) (461,563) (57,565) (422,341)
Cash and cash equivalents
at beginning of year 473,390 934,953 61,314 483,655
Cash and cash equivalents
at end of year 17 280,584 473,390 3,749 61,314
-------------------------------------- ------ -------------- ------------- -------------- -------------
Major Non-Cash Transactions:
On 21 December 2022, Steven Cracknell and Warren Pearson, Chief
Product Officer and Chief Technology Officer gifted at nil value,
their shares to the Company to be held in treasury and to be used
at the discretion of the Company. Steven Cracknell gifted 4,500,000
ordinary shares of 1p each and Warren Pearson has gifted
2,500,000.
Notes to the financial statements
1. General information
Insig AI plc is a public company limited by shares, domiciled
and incorporated in England and Wales and its activities are as
described in the strategic report on pages 7-12.
These financial statements are prepared in pounds sterling being
the currency of the primary economic environment in which the Group
operates.
2. Summary of significant accounting policies
The principal Accounting Policies applied in the preparation of
these Consolidated Financial Statements are set out below. These
Policies have been consistently applied to all the periods
presented, unless otherwise stated.
2.1. Basis of preparation of Financial Statements
The Group and Company Financial Statements have been prepared in
accordance with UK-adopted international accounting standards. The
Group and Company Financial Statements have also been prepared
under the historical cost convention.
The Financial Statements are presented in Pound Sterling rounded
to the nearest pound.
The preparation of Financial Statements in conformity with UK
adopted International Accounting Standards (IAS) requires the use
of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the
Accounting Policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates
are significant to the Group and Company Financial Statements are
disclosed in Note 4.
2.2. New and amended standards
(i) New and amended standards adopted by the Group and Company
The International Accounting Standards Board (IASB) issued
various amendments and revisions to International Financial
Reporting Standards and IFRIC interpretations. The amendments and
revisions were applicable for the period ended 31 March 2023 but
did not result in any material changes to the financial statements
of the Group or Company.
Of the other IFRS and IFRIC amendments, none are expected to
have a material effect on future Group or Company Financial
Statements.
(ii) New standards, amendments and interpretations in issue but
not yet effective or not yet endorsed and not early adopted
Standards, amendments and interpretations that are not yet
effective and have not been early adopted are as follows:
Standard Impact on initial application Effective date
IFRS 17 (Amendments) Insurance contracts 1 January 2023
----------------------------------- ----------------
IAS 1 (Amendments) Disclosure of Accounting Policies 1 January 2023
and IFRS Practice
Statement 2
----------------------------------- ----------------
IAS 8 (Amendments) Definition of Accounting Estimate 1 January 2023
----------------------------------- ----------------
IAS 12 Income Deferred Tax Related to Assets 1 January 2023
Taxes (Amendments) and Liabilities Arising from a
Single Transaction
----------------------------------- ----------------
IAS 1 (Amendments) Classification of liabilities 1 January 2024
as current or non-current
----------------------------------- ----------------
IFRS 16 (Amendments) Lease Liability in a Sale and 1 January 2024
Leaseback
----------------------------------- ----------------
None are expected to have a material effect on the Group or
Company Financial Statements.
2.3. Basis of Consolidation
The Consolidated Financial Statements consolidate the financial
statements of the Company and its subsidiaries made up to 31 March
2023. Subsidiaries are entities over which the Group has control.
Control is achieved when the Group is exposed, or has rights, to
variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the
investee.
Generally, there is a presumption that a majority of voting
rights result in control. To support this presumption and when the
Group has less than a majority of the voting or similar rights of
an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee,
including:
-- The contractual arrangement with the other vote holders of the investee;
-- Rights arising from other contractual arrangements; and
-- The Group's voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if
facts and circumstances indicate that there are changes to one or
more of the three elements of control. Subsidiaries are fully
consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date that control ceases.
Assets, liabilities, income and expenses of a subsidiary acquired
or disposed of during the period are included in the consolidated
financial statements from the date the Group gains control until
the date the Group ceases to control the subsidiary.
Investments in subsidiaries are accounted for at cost less
impairment within the parent company financial statements. Where
necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used in line with
those used by other members of the Group. All significant
intercompany transactions and balances between Group enterprises
are eliminated on consolidation.
2.4. Revenue recognition
Revenue is measured at the fair value of the consideration
received or receivable, and represent amounts receivable for goods
supplied, stated net of discounts, returns and value added taxes.
Under IFRS 15 there is a five-step approach to revenue recognition
which is adopted across all revenue streams. The process is:
-- Step 1: Identify the contract(s) with a customer;
-- Step 2: Identify the performance obligations in the contract;
-- Step 3: Determine the transaction price;
-- Step 4: Allocate the transaction price to the performance obligations in the contract; and
-- Step 5: Fees are recognised once the work is completed and provided to the client.
The Group has two types of revenue streams being machine
learning and data services and sports activities.
Machine learning and Data services revenue comprises of:
1. ESG Research Tool
Fees are recognised as the agreed work is conducted.
2. Machine Readable Data
Fees are recognised as the agreed work is conducted.
3. Bespoke Data Science Solutions
Charged on a project basis and includes work related to data
migration, design fees, communication fees and technological
services. The fees are recognised as the agreed work in
conducted.
For the services detailed above, revenue is recognised and
invoiced in accordance with milestones agreed within each contract
with the customer, which can vary on a case-by-case basis. In all
scenarios, the revenue is recognised in accordance with the
provision of the agreed services provided or, where the quantum and
timing of the services can be difficult to predict, rateable over
the period of the agreement. Depending on the client, invoices can
be monthly, quarterly or ad-hoc. Invoices can be adjusted in
situations where the agreed scope of work is exceeded or additional
work is applied.
Sports activities revenue is recognised once performance
obligations have been satisfied and work is completed with payment
due in advance of the performance obligations. Under the Group's
standard contract terms, customers may be offered refunds for
cancellation of sports and leisure activities. It is considered
highly probable that a significant reversal in the revenue
recognised will not occur given the consistent low level of refunds
in prior years.
2.5. Going concern
The preparation of financial statements requires an assessment
on the validity of the going concern assumption. The Directors have
reviewed projections for a period of at least 12 months from the
date of approval of the financial statements as well as potential
opportunities. Any potential short falls in funding have been
identified and the steps to which Directors are able to mitigate
such scenarios and/or defer or curtail discretionary expenditures
should these be required have been considered. The directors have
noted in their going concern assessment that the convertible loan
notes provided to the Company are due for repayment on 31 December
2024 and the Company has forecast the receipt of a research and
development refund in the coming months.
In approving the financial statements, the Board have recognised
that there is a material uncertainty. The financial statements do
not include any adjustments that may arise in the event of the
Group not being a going concern. However, having made enquiries and
considered the uncertainties outlined above, the Directors have a
reasonable expectation that the Group will continue to be able to
raise finance as required over this period to enable it to continue
in operation and existence for the foreseeable future. Accordingly,
the Board believes it is appropriate to adopt the going concern
basis in the preparation of the financial statements.
2.6. Foreign currencies
(a) Functional and presentation currency
Items included in the Financial Statements of each of the
Group's entities are measured using the currency of the primary
economic environment in which the entity operates (the 'functional
currency'). The functional currency of the UK parent
entity and UK subsidiaries is Pounds Sterling, The Financial
Statements are presented in Pounds Sterling which the Company's
functional and Group's presentational currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions or valuation where such items are re-measured. Foreign
exchange gains and losses resulting from the settlement of such
transactions and from the translation at period-end exchange rates
of monetary assets and liabilities denominated in foreign
currencies are recognised in the income statement.
2.7. Intangible assets
Goodwill arising on consolidation represents the excess of the
cost of acquisition over the Group's interest in the fair value of
the identifiable assets and liabilities of subsidiary entities at
the date of acquisition. Goodwill is initially recognised as an
asset at cost and is subsequently measured at cost less any
accumulated impairment losses. Goodwill which is recognised as an
asset is reviewed for impairment at least annually. Any impairment
is recognised immediately in the statement of comprehensive income
and is not subsequently reversed.
For the purpose of impairment testing, goodwill is allocated to
each of the Group's cash generating units expected to benefit from
synergies of the combination. Cash-generating units to which
goodwill has been allocated are tested for impairment annually, or
more frequently when there is an indication that the unit may be
impaired. If the recoverable amount of the cash generating unit is
less than the carrying amount of the unit, the impairment loss is
allocated first to reduce the carrying amount of any goodwill
allocated to the unit then to the other assets of the unit pro-rata
on the basis of the carrying amount of each asset in the unit. An
impairment loss recognised for goodwill is not reversed in a
subsequent period.
On disposal of a subsidiary, associate or jointly controlled
entity, the amount of goodwill is included in the determination of
the profit or loss on disposal.
Goodwill arising on acquisitions before the date of transition
to IFRS's has been retained at the previous UK GAAP amounts subject
to being tested for impairment at that date.
Development costs are expensed in arriving at the operating
profit or loss for the year unless the Directors are satisfied as
to the technical, commercial and financial viability of individual
project. In this situation, the expenditure is recognised as an
asset and is reviewed for impairment on an annual basis.
Amortisation is provided on all development costs to write off the
cost less estimated residual value of each asset over its expected
useful economic life on a straight line basis at the following
annual rates:
Technology assets - 7 years straight line
Customer relationships - 13 years straight line
Databases - 7 years straight line
Any impairment is recognised immediately in the income statement
in administrative expenses.
2.8. Investments in subsidiaries
Investments in Group undertakings are stated at cost, which is
the fair value of the consideration paid, less any impairment
provision.
2.9. Property, plant and equipment
Property, Plant and equipment is stated at cost less accumulated
depreciation and any accumulated impairment losses. Depreciation is
provided on all property, plant and equipment to write off the cost
less estimated residual value of each asset over its expected
useful economic life on a straight line basis at the following
annual rates:
Office Equipment - 25% and 10% straight line
Plant and Equipment - 25% and 10% straight line
Subsequent costs are included in the asset's carrying amount or
recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item
will flow to the Group and the cost of the item can be measured
reliably. The carrying amount of the replaced part is derecognised.
All other repairs and maintenance are charged to the income
statement during the financial period in which they are
incurred.
The assets' residual values and useful lives are reviewed, and
adjusted if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its
recoverable amount if the asset's carrying amount is greater than
its estimated recoverable amount. If an impairment review is
conducted following an indicator of impairment, assets which are
not able to be assessed for impairment individually are assessed in
combination with other assets within a cash generating unit.
Gains and losses on disposal are determined by comparing the
proceeds with the carrying amount and are recognised within 'Other
(losses)/gains' in the Income Statement.
2.10. Impairment of non-financial assets
Assets that have an indefinite useful life, for example,
intangible assets not ready to use, and goodwill, are not subject
to amortisation and are tested annually for impairment. Property,
plant and equipment is reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not
be recoverable. An impairment loss is recognised for the amount by
which the asset's carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset's fair value less
costs to sell and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (cash generating units).
Non-financial assets that suffered impairment are reviewed for
possible reversal of the impairment at each reporting date.
2.11. Financial Instruments
Financial assets and financial liabilities are recognised in the
Group's statement of financial position when the Group becomes a
party to the contractual provisions of the instrument. Financial
assets and financial liabilities are only offset and the net amount
reported in the consolidated statement of financial position and
income statement when there is a currently enforceable legal right
to offset the recognized amounts and the Group intends to settle on
a net basis or realise the asset and liability simultaneously.
Financial assets and financial liabilities are initially
measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and
financial liabilities (other than financial assets and financial
liabilities at fair value through profit or loss) are added to or
deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction
costs directly attributable to the acquisition of financial assets
or financial liabilities at fair value through profit or loss are
recognised immediately in profit or loss.
Debt instruments are classified as financial assets measured at
fair value through other comprehensive income where the financial
assets are held within the company's business model whose objective
is achieved by both collecting contractual cash flows and selling
financial assets, and the contractual terms of the financial asset
give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
Financial assets
All Group's recognised financial assets are measured
subsequently in their entirety at either amortised cost or fair
value, depending on the classification of the financial assets.
Classification of financial assets
Financial assets that meet the following conditions are measured
subsequently at amortised cost using the effective interest rate
method:
-- the financial asset is held within a business model whose
objective is to hold financial assets in order to collect
contractual cash flows; and
-- the contractual terms of the financial asset give rise on
specified dates to cash flows that are solelypayments of principal
and interest on the principal amount outstanding.
The company classifies the following financial assets at fair
value through profit or loss (FVPL):
-- debt instruments that do not qualify for measurement at
either amortised cost (see above) or FVOCI;
-- equity investments that are held for trading; and
-- equity investments for which the entity has not elected to
recognised fair value gains and losses through OCI.
The Group does not hold any financial assets that meet
conditions for subsequent recognition at fair value through other
comprehensive income ("FVTOCI").
Impairment of financial assets
The Group recognises a financial asset only when the contractual
rights to the cash flows from the asset expire, or when it
transfers the financial asset and substantially all the risks and
rewards of ownership of the asset to another entity. If the Group
neither transfers nor retains substantially all the risks and
rewards of ownership and continues to control the transferred
asset, the Group recognises its retained interest in the asset and
an associated liability for amounts it may have to pay. If the
Group retains substantially all the risks and rewards of ownership
of a transferred financial asset, the Group continues to recognise
the financial asset and also recognises a collateralised borrowing
for the proceeds received.
Financial liabilities
The classification of financial liabilities at initial
recognition depends on the purpose for which the financial
liability was issued and its characteristics. All purchases of
financial liabilities are recorded on trade date, being the date on
which the Group becomes party to the contractual requirements of
the financial liability. Unless otherwise indicated the carrying
amounts of the Group's financial liabilities approximate to their
fair values.
The Group's financial liabilities consist of financial
liabilities measured at amortised cost and financial liabilities at
fair value through profit or loss.
Financial liabilities measured subsequently at amortised
cost
Financial liabilities that are not (i) contingent consideration
of an acquirer in a business combination, (ii) held for trading, or
(iii) designated as at FVTPL, are measured subsequently at
amortised cost using the effective interest method. The Group's
financial liabilities measured at amortised cost comprise
convertible loan notes, trade and other payables, and accruals.
The effective interest method is a method of calculating the
amortised cost of a financial asset/liability and of allocating
interest income/expense over the relevant period. The effective
interest rate is the rate that discounts estimated future cash
receipts/payments through the expected life of the financial
asset/liability or, where appropriate, a shorter period.
Convertible loan notes
On issue of a convertible loan, the fair value of the liability
component is determined by discounting the contractual future cash
flows using a market rate for a non-convertible instrument with
similar terms. This value is carried as a liability on the
amortised cost basis unless is designated as a Fair Value Through
Profit and Loss ("FVTPL") at inception.
Financial instruments designated as FVTPL are classified in this
category irrevocably at inception and are derecognised when
extinguished. They are initially measured at fair value and
transaction costs directly attributable to their acquisition are
recognised immediately in profit or loss. Subsequent changes in
fair values are recognised in the income statement with profit or
loss.
Equity instruments are instruments that evidence a residual
interest in the assets of an entity after deducting all of its
liabilities. Therefore, when the initial carrying amount of a
compound financial instrument is allocated to its equity and
liability components, the equity component is assigned the residual
amount after deducting from the fair value of the instrument as a
whole the amount separately determined for the liability component.
The value of any derivative features (such as a call option)
embedded in the compound financial instrument other than the equity
component (such as an equity conversion option) is included in the
liability component.
Derecognition of financial liabilities
A financial liability (in whole or in part) is recognised when
the Group has extinguished its contractual obligations, it expires
or is cancelled. Any gain or loss on derecognition is taken to the
income statement.
Fair value measurement hierarchy
The Group classifies its financial assets and financial
liabilities measured at fair value using a fair value hierarchy
that reflects the significance of the inputs used in making the
fair value measurement. The fair value hierarchy has the following
levels:
-- quoted prices (unadjusted) in active markets for identical
assets or liabilities
(Level 1);
-- inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices) (level 2); and
-- inputs for the asset or liability that are not based on
observable market data (unobservable inputs)
(Level 3).
The level in the fair value hierarchy within the financial asset
or financial liability is determined on the basis of the lowest
level input that is significant to the fair value measurement.
2.12. Leases
The Group leases certain property, plant and equipment.
The lease liability is initially measured at the present value
of the lease payments that are not paid. Lease payments generally
include fixed payments less any lease incentives receivable. The
lease liability is discounted using the interest rate implicit in
the lease or, if that rate cannot be readily determined, the
Group's incremental borrowing rate. The Group estimates the
incremental borrowing rate based on the lease term, collateral
assumptions, and the economic environment in which the lease is
denominated. The lease liability is subsequently measured at
amortized cost using the effective interest method. The lease
liability is remeasured when the expected lease payments change as
a result of new assessments of contractual options and residual
value guarantees.
The right-of-use asset is recognised at the present value of the
liability at the commencement date of the lease less any incentives
received from the lessor. Added to the right-of-use asset are
initial direct costs, payments made before the commencement date,
and estimated restoration costs. The right-of-use asset is
subsequently depreciated on a straight-line basis from the
commencement date to the earlier of the end of the useful life of
the right-of-use asset or the end of the lease term. The
right-of-use asset is periodically reduced by impairment losses, if
any, and adjusted for certain remeasurements of the lease
liability.
Each lease payment is allocated between the liability and
finance charges. The corresponding rental obligations, net of
finance charges, are included in lease liabilities, split between
current and non-current depending on when the liabilities are due.
The interest element of the finance cost is charged to the
Statement of Profit and Loss over the lease period so as to produce
a constant periodic rate of interest on the remaining balance of
the liability for each period. Assets obtained under finance leases
are depreciated over their useful lives. The lease liabilities are
shown in Note 19.
Exemptions are applied for short life leases and low value
assets, with payment made under operating leases charged to the
Consolidated Statement of Comprehensive Income on a straight-line
basis of the period of the lease.
2.13. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.
2.14. Equity
Equity comprises the following:
-- "Share capital" represents the nominal value of the Ordinary shares;
-- "Share Premium" represents consideration less nominal value
of issued shares and costs directly attributable to the issue of
new shares;
-- "Treasury shares" are the portion of shares that a company
keeps in its own treasury. These can be gifted or purchased.
-- "Other reserves" represents the merger reserve, revaluation
reserve and share option reserve where;
o "Merger reserve" represents the difference between the fair
value of an acquisition and the nominal value of the shares
allotted in a share exchange;
o "Revaluation reserve" represents a non-distributable reserve
arising on the acquisition of Insig Partners Limited;
o "Share option reserve" represents share options awarded by the
group;
-- "Retained earnings" represents retained losses.
2.15. Share capital and share premium
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options are
shown in equity, as a deduction, net of tax, from the proceeds
provided there is sufficient premium available.
2.16. Share based payments
The Group operates a number of equity-settled, share-based
schemes, under which the Group receives services from employees or
third party suppliers as consideration for equity instruments
(options and warrants) of the Group. The fair value of the third
party suppliers' services received in exchange for the grant of the
options is recognised as an expense in the Income Statement or
charged to equity depending on the nature of the service provided.
The value of the employee services received is expensed in the
Income Statement and its value is determined by reference to the
fair value of the options granted:
-- including any market performance conditions;
-- excluding the impact of any service and non-market
performance vesting conditions (for example, profitability or sales
growth targets, or remaining an employee of the entity over a
specified time period); and
-- including the impact of any non-vesting conditions (for
example, the requirement for employees to save).
The fair value of the share options and warrants are determined
using the Black Scholes valuation model.
Non-market vesting conditions are included in assumptions about
the number of options that are expected to vest. The total expense
or charge is recognised over the vesting period, which is the
period over which all of the specified vesting conditions
are to be satisfied. At the end of each reporting period, the
entity revises its estimates of the number of options that are
expected to vest based on the non-market vesting conditions. It
recognises the impact of the revision to original estimates, if
any, in the Income Statement or equity as appropriate, with a
corresponding adjustment to a separate reserve in equity.
When the options are exercised, the Group issues new shares. The
proceeds received, net of any directly attributable transaction
costs, are credited to share capital (nominal value) and share
premium when the options are exercised.
2.17. Taxation
Corporation tax is the main tax that a limited company must pay
based on their profits, in addition to any gains from the sale of
assets. For the year ended 31 March 2023, corporation tax is
calculated as 19% of a company's profit for the year. No current
tax is yet payable in view of the losses to date.
Deferred tax is recognised for using the liability method in
respect of temporary differences arising from differences between
the carrying amount of assets and liabilities in the consolidated
financial statements and the corresponding tax bases used in the
computation of taxable profit. However, deferred tax liabilities
are not recognised if they arise from the initial recognition of
goodwill; deferred tax is not accounted for if it arises from
initial recognition of an asset or liability in a transaction other
than a business combination that at the time of the transaction
affects neither accounting nor taxable profit or loss.
In principle, deferred tax liabilities are recognised for all
taxable temporary differences and deferred tax assets (including
those arising from investments in subsidiaries), are recognised to
the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be
utilised.
Deferred income tax assets are recognised on deductible
temporary differences arising from investments in subsidiaries only
to the extent that it is probable the temporary difference will
reverse in the future and there is sufficient taxable profit
available against which the temporary difference can be used.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in except where the Group is
able to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the
foreseeable future.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred tax assets and
liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable
entities where there is an intention to settle the balances on a
net basis.
Deferred tax is calculated at the tax rates (and laws) that have
been enacted or substantively enacted by the statement of financial
position date and are expected to apply to the period when the
deferred tax asset is realised or the deferred tax liability is
settled.
Deferred tax assets and liabilities are not discounted.
3. Financial risk management
3.1. Financial risk factors
The Group's activities expose it to a variety of financial
risks: market risk, credit risk and liquidity risk. The Group's
overall risk management programme focuses on the unpredictability
of financial markets and seeks to minimise potential adverse
effects on the Group's financial performance. None of these risks
are hedged.
Risk management is carried out by the management team under
policies approved by the Board of Directors.
Market risk
The Group is exposed to market risk, primarily relating to
interest rate and foreign exchange. The Group has not sensitised
the figures for fluctuations in interest rates and foreign exchange
as the Directors are of the opinion that these fluctuations would
not have a significant impact on the Financial Statements at the
present time. The Directors will continue to assess the effect of
movements in market risks on the Group's financial operations and
initiate suitable risk management measures where necessary.
Credit risk
Credit risk arises from cash and cash equivalents as well as
loans to subsidiaries and outstanding receivables. Management does
not expect any losses from non-performance of these receivables.
The amount of exposure to any individual counter party is subject
to a limit, which is assessed by the Board.
The Group considers the credit ratings of banks in which it
holds funds in order to reduce exposure to credit risk.
Impairment provisions for loans to subsidiaries are recognised
based on a forward-looking expected credit loss model. The
methodology used to determine the amount of the provision is based
on whether there has been a significant increase in credit risk
since initial recognition of the financial asset. At year end it
was assessed credit risk was low due to future profits forecast
therefore no provision was required.
For those where the credit risk has not increased significantly
since initial recognition of the financial asset, twelve month
expected credit losses along with gross interest income are
recognised. For those for which credit risk has increased
significantly, lifetime expected credit losses along with the gross
interest income are recognised. For those that are determined to be
credit impaired, lifetime expected credit losses along with
interest income on a net basis are recognised. At year end all
receivables were less than 60 day outstanding and deemed highly
likely to be received therefore no provision was required.
Liquidity risk
In keeping with similar sized groups, the Group's continued
future operations depend on the ability to raise sufficient working
capital through the issue of equity share capital or debt. The
Directors are reasonably confident that adequate funding will be
forthcoming with which to finance operations. Controls over
expenditure are carefully managed.
With exception to deferred taxation, financial liabilities are
all due within one year.
3.2. Capital risk management
The Group's objectives when managing capital are to safeguard
the Group's ability to continue as a going concern, to enable the
Group to continue its activities, and to maintain an optimal
capital structure to reduce the cost of capital. In order to
maintain or adjust the capital structure, the Group may adjust the
issue of shares or sell assets to reduce debts.
The Group defines capital based on the total equity of the
Company. The Group monitors its level of cash resources available
against future activities and may issue new shares in order to
raise further funds from time to time.
4. Critical accounting estimates and judgements
The preparation of the Financial Statements in conformity with
IFRS requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of expenses during the
period.
Estimates and judgements are regularly evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
Items subject to such estimates and assumptions, that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial years,
include but are not limited to:
Impairment of goodwill
Determining whether goodwill is impaired requires an estimation
of the value in use of the cash generating units to which the
goodwill has been allocated. The value in use calculation requires
the entity to estimate the future cash flows expected to arise from
the cash generating unit and a suitable discount rate in order to
calculate present value. The carrying amount of goodwill is the
deemed cost on first time application of IFRS.
Details of the carrying value of goodwill at the period end and
the impairment review assessment are given in Note 14.
Impairment of intangible assets
The Company follows the guidance of IAS 36 to determine when
impairment indicators exist for its intangible assets. When
impairment indicators exist, the Company is required to make a
formal estimate of the recoverable amount of its intangible assets.
This determination requires significant judgement. In making this
judgement, management evaluates external and internal factors, such
as significant adverse changes in the technological market,
economic or legal environment in which the Company operates as well
as the results of its ongoing development programs. Management also
considers the carrying amount of the Company's net assets in
relation to its market capitalisation as a key indicator.
Capitalised development costs
Development costs incurred in building the Group's key platform
for future expansion have been capitalised in accordance with the
requirements of IAS38. The majority of these costs consist of
salary expenses to which an estimated proportion of development
time has been applied. Salary expenses are capitalised because the
work done is expected to lead to future economic benefits for the
Group.
Deferred tax asset
At the present time the Directors' do not consider that there is
sufficient certainty regarding the utilisation of tax losses
available in the Group. As a result, no deferred tax asset has been
recognised.
Investment in Subsidiaries
The Company considers the recoverability of the investment in
subsidiaries to be a key area of judgment, and this is held at its
carrying amount which is expected to be recovered from the
subsidiary. The directors believe that the investment in
subsidiaries balance at year end is recoverable based on the
directors' expectation around the potential that the subsidiaries
have to generate sufficient economic benefits in the foreseeable
future.
The investment in subsidiaries includes loans as detailed in
note 15. The loans are considered recoverable by management, and
the investments made have been impaired in line with their level of
recoverability.
Going Concern
As discussed more fully in the in the Strategic Report on page
10, these financial statements have been prepared on the going
concern basis. This approach is based on management's judgement
that cashflow requirements for the continued development can be
achieved through operating activities and additional fundraising if
required.
5. Segment information
Business segments are identified according to the different
trading activities in the Group.
Machine learning Sport in
and Data services Schools Total
31 March 2023 GBP GBP GBP
--------------------------------- -------------------- ----------- --------------
Revenue 693,734 1,398,427 2,092,161
Cost of sales (51) (732,915) (732,966)
Administrative expenses (5,484,356) (640,413) (6,124,769)
Other gains/(losses) (15,796) (7,572) (23,368)
Other income 1,291,873 444 1,292,317
Finance income 101 - 101
Finance costs (81,518) - (81,518)
Impairments (16,558,296) - (16,558,296)
Profit/(Loss) before tax
per reportable segment (20,154,309) 17,971 (20,136,338)
---------------------------------- -------------------- ----------- --------------
Additions to intangible
asset 1,456,436 - 1,456,436
---------------------------------- -------------------- ----------- --------------
Reportable segment assets 20,809,036 566,580 21,375,616
---------------------------------- -------------------- ----------- --------------
Reportable segment liabilities 5,544,528 263,518 5,808,046
---------------------------------- -------------------- ----------- --------------
During the year, the Group's trading segments were machine
learning and data services representing revenue of GBP693,734
(2022: GBP373,680) and its sports and leisure activities,
comprising sports tuition at schools representing its revenue of
GBP1,398,427 (31 March 2022: GBP1,334,110). All revenue was
generated in the UK.
Machine learning Sport in
and Data services Schools Total
31 March 2022 GBP GBP GBP
--------------------------------- -------------------- ----------- -------------
Revenue 373,680 1,334,110 1,707,790
Cost of sales (14,335) (704,733) (719,068)
Administrative expenses (4,697,299) (558,805) (5,256,104)
Other gains/(losses) 7,838 - 7,838
Other income 9,953 109,072 119,025
Finance income 3,878 - 3,878
Finance costs (11,236) (2,774) (14,010)
Exceptional items 905,851 - 905,851
---------------------------------- -------------------- ----------- -------------
Profit/(Loss) before tax
per reportable segment (3,421,670) 176,870 (3,244,800)
---------------------------------- -------------------- ----------- -------------
Additions to intangible
asset 38,217,000 - 38,217,000
---------------------------------- -------------------- ----------- -------------
Reportable segment assets 38,633,000 450,000 39,083,000
---------------------------------- -------------------- ----------- -------------
Reportable segment liabilities 4,780,000 226,000 5,006,000
---------------------------------- -------------------- ----------- -------------
6. Revenue
Machine learning Sport in
and Data services Schools Total
31 March 2023 GBP GBP GBP
---------------- -------------------- ----------- -----------
Revenue 693,734 1,398,427 2,092,161
----------------- -------------------- ----------- -----------
Machine learning Sport in
and Data services Schools Total
31 March 2022 GBP GBP GBP
---------------- -------------------- ----------- -----------
Revenue 373,680 1,334,110 1,707,790
----------------- -------------------- ----------- -----------
Lodbrok Capital LLP were the only customer that accounted for
over 10% of the Group's revenue for the year, contributing
GBP334,657.
7. Administrative expenses
Year ended Year ended
31 March 31 March
2023 2022
GBP GBP
---------------------------------- ------------ ------------
Employee salaries and costs 1,374,989 1,149,262
Director remuneration 351,828 430,144
Office and expenses 152,481 77,703
Travel & subsistence 47,587 29,498
Professional & consultancy fees 635,774 927,649
IT & Software 81,902 71,595
Subscriptions 291,281 175,147
Insurance 106,719 84,819
Depreciation and amortisation 2,839,889 2,239,017
Share option expense 1,605 17,240
Exchange related costs 67,452 -
Other expenses 173,262 54,030
---------------------------------- ------------ ------------
Total administrative expenses 6,124,769 5,256,104
---------------------------------- ------------ ------------
Services provided by the Company's auditor and its
associates
During the year, the Group (including overseas subsidiaries)
obtained the following services from the Company's auditors and its
associates:
Group
-------------------------
Year
ended Year ended
31 March 31 March
2023 2022
GBP GBP
------------------------- ----------- ------------
Auditors' remuneration 70,500 90,998
------------------------- ----------- ------------
8. Other gain/(losses)
Group
--------------------------
Year ended Year ended
31 March 31 March
2023 2022
GBP GBP
----------------------------------------- ------------ ------------
Other Losses 23,368 -
Loss on disposal of Right of Use asset - 7,838
Other gain/(losses) 23,368 7,838
----------------------------------------- ------------ ------------
9. Other operating income
Group
--------------------------
Year ended Year ended
31 March 31 March
2023 2022
GBP GBP
-------------------------- ------------ ------------
Local Government grants - 119,025
Sale of equipment 444 -
-------------------------- ------------ ------------
444 119,025
-------------------------- ------------ ------------
10. Finance income/(costs)
Group
--------------------------
Year ended Year ended
31 March 31 March
2023 2022
GBP GBP
--------------------------------------------------- ------------ ------------
Interest received from cash and cash equivalents 101 3,878
--------------------------------------------------- ------------ ------------
Finance Income 101 3,878
--------------------------------------------------- ------------ ------------
Loan interest (81,518) (14,010)
--------------------------------------------------- ------------ ------------
Finance Costs (81,518) (14,010)
--------------------------------------------------- ------------ ------------
11. Exceptional Items
Group
---------------------------
Year ended Year ended
31 March 31 March
2023 2022
GBP GBP
------------------------------------- ------------- ------------
Fair value uplift upon acquisition - 1,759,221
Readmission and acquisition costs - (853,370)
- 905,851
--------------------------------------------------- ------------
12. Property, plant and equipment
Group
Plant
and equipment Total
GBP GBP
--------------------------------------- ------------------ -----------------
Cost
As at 1 April 2021 105,567 105,567
Additions 34,310 34,310
Acquired upon acquisition 66,452 66,452
-------------------------------- ------------------------- -----------------
As at 31 March 2022 206,329 206,329
-------------------------------- ------------------------- -----------------
As at 1 April 2022 206,329 206,329
Additions 10,616 10,616
Disposals (54,332) (54,332)
As at 31 March 2023 162,613 162,613
-------------------------------- ------------------------- -----------------
Depreciation
As at 1 April 2021 102,605 102,605
Charge for the year 17,322 17,322
Acquired upon acquisition 20,738 20,738
As at 31 March 2022 140,665 140,665
-------------------------------- ------------------------- -----------------
As at 1 April 2022 140,665 140,665
Charge for the year 23,593 23,593
Disposal (39,293) (39,293)
As at 31 March 2023 124,965 124,965
-------------------------------- ------------------------- -----------------
Net book value as at 31 March
2022 65,664 65,664
-------------------------------- ------------------------- -----------------
Net book value as at 31 March
2023 37,648 37,648
-------------------------------- ------------------------- -----------------
All tangible assets shown above are assets in use by the Group's
subsidiary undertakings.
13. Right of use Assets
Group
Office
assets Other Total
GBP GBP GBP
----------------------------------- ----------- ---------------- --------------
Cost
As at 1 April 2021 - 154,180 154,180
Additions 294,635 - 294,635
Acquired upon acquisition 407,731 - 407,731
Disposal (702,366) - (702,366)
As at 31 March 2022 - 154,180 154,180
---------------------------- ------------------ ---------------- --------------
As at 1 April 2022 - 154,180 154,180
Additions - - -
Disposal - - -
As at 31 March 2023 - 154,180 154,180
---------------------------- ------------------ ---------------- --------------
Depreciation
As at 1 April 2021 - 102,787 102,787
Charge for the year 117,202 12,848 130,050
Acquired upon acquisition 101,934 - 101,934
Disposal (219,136) - (219,136)
As at 31 March 2022 - 115,635 115,635
---------------------------- ------------------ ---------------- --------------
As at 1 April 2022 - 115,635 115,635
Charge for the year - 10,279 10,279
Disposal - - -
As at 31 March 2023 - 125,914 125,914
---------------------------- ------------------ ---------------- --------------
Net book value as at 31
March 2022 - 38,545 38,545
---------------------------- ------------------ ---------------- --------------
Net book value as at 31
March 2023 - 28,266 28,266
---------------------------- ------------------ ---------------- --------------
Right of Use Assets represent leasehold premises from which the
Group operates in relation to its sports and leisure
activities.
All right of use assets shown above are assets in use by the
Group's subsidiary undertakings.
14. Intangible assets
Intangible assets comprise goodwill and development costs.
Assets Goodwill Development Technology Customer Databases Total
- Cost GBP Costs assets relationships GBP GBP
and Net GBP GBP GBP
Book Value
----------------- -------------- ------------- ------------- ---------------- ------------- --------------
Cost
As at
1 April
2021 60,000 1,085,000 - - - 1,145,000
Additions - 2,304,727 - - 2,304,727
Acquired
from business
combination 21,561,803 - 14,081,000 1,207,000 1,094,000 37,943,803
----------------- -------------- ------------- ------------- ---------------- ------------- --------------
As at
1 April
2022 21,621,803 1,085,000 16,385,727 1,207,000 1,094,000 41,393,530
----------------- -------------- ------------- ------------- ---------------- ------------- --------------
Additions - 1,456,436 - - - 1,456,436
As at
31 March
2023 21,621,803 2,541,436 16,385,727 1,207,000 1,094,000 42,849,966
----------------- -------------- ------------- ------------- ---------------- ------------- --------------
Amortisation
----------------- -------------- ------------- ------------- ---------------- ------------- --------------
As at
1 April
2021 - (1,085,000) - - - (1,085,000)
----------------- -------------- ------------- ------------- ---------------- ------------- --------------
Amortisation - - (1,964,556) (74,724) (52,095) (2,091,375)
----------------- -------------- ------------- ------------- ---------------- ------------- --------------
As at
1 April
2022 - (1,085,000) (1,964,556) (74,724) (52,095) (3,176,375)
----------------- -------------- ------------- ------------- ---------------- ------------- --------------
Amortisation - (537,328) (2,018,000) (94,404) (156,285) (2,806,017)
Impairment (11,655,908) (919,108) (2,742,498) (355,162) (885,620) (16,558,296)
----------------- -------------- ------------- ------------- ---------------- ------------- --------------
As at
31 March
2023 (11,655,908) (2,541,436) (6,725,054) (524,290) (1,094,000) (22,540,688)
----------------- -------------- ------------- ------------- ---------------- ------------- --------------
Net book
value
2022 21,621,803 - 14,421,171 1,132,276 1,041,905 38,217,155
----------------- -------------- ------------- ------------- ---------------- ------------- --------------
Net book
value
2023 9,965,895 - 9,660,673 682,710 - 20,309,278
----------------- -------------- ------------- ------------- ---------------- ------------- --------------
-- Goodwill of GBP60,000 included above relates to the
acquisition of Pantheon Leisure Plc which is included at its deemed
cost on first time application of IFRS.
-- Goodwill of GBP19,041,000 included as at 31 March 2022 above
to the acquisition of Insig Partners Limited.
-- Goodwill of GBP2,520,000 included as at 31 March 2022 relates
to the acquisition of Insig Data (formerly FDB Systems
Limited).
Development costs are predominantly capitalised staff costs
associated with enhancements to the technology being developed by
Insig Partners Limited. The Group's technology, customer
relationships and database technology are acquired from the
acquisitions undertaken during the period .
Goodwill is recognised when a business combination does not
generate cash flows independently of other assets or groups of
assets. As a result, the recoverable amount, being the value in
use, is determined at a cash-generating unit (CGU) level. These
CGUs represent the smallest identifiable group of assets that
generate cash flows. The CGUs are deemed to be the assets within
the operating units. Each CGU to which goodwill is allocated
represents the lowest level within the Group at which the goodwill
is monitored for internal management purposes.
The total intangible value in use for each CGU, incorporating
goodwill and the intangible asset value, is determined using
discounted cash flow projections derived from the total historical
revenue profile of each identifiable CGU. The assumptions which are
applied to each CGU including the useful economic life are set out
in Note 2.7.
The original CGUs for the group were ESG Research Application,
Portfolio Insights, Dash-Plus ML Framework, Crystal Ball, Insig
Docs and Entity Master. These were combined and renamed to simplify
marketing to customers. ESG Research Application is now named ESG
Disclosures Research Tool; which is used to compare companies
against ESG progress with the use of the Group's ESG framework.
The other CGUs are now part of a component catalogue which is
licensed and deployed as part of Bespoke FinTech Data Science
projects. These provide mid-sized investment managers the ability
to utilise machine learning models.
The CGUs used by the group are consistent with the purchase
price allocation exercise completed in the year ended 31 March 2022
which are as follows:
-- Insig ESG (ESG Disclosures Research Tool.)
-- Insig Portfolio (Bespoke FinTech Data Science)
-- Insig Excelton (Bespoke FinTech Data Science)
-- Insig Data (ESG Disclosures Research Tool)
-- Insig Docs (Bespoke FinTech Data Science)
The key assumptions for the value in use calculations are those
regarding growth rates particularly in respect of the growth in
revenue and discount rates. The discount rate is reviewed annually
to take into account the current market assessment of the time
value of money and the risks specific to the cash generating units
and rates used by comparable companies. The discount rate used to
calculate the value in use is 24.9%. The long term growth rate used
for the terminal value calculation was 2%.
An impairment review of the Group's development costs,
technology, customer relationships and database technology is
carried out on an annual basis. The recoverable amounts of the
cash-generating units are determined from value in use
calculations. The key assumptions for the value in use calculations
are those regarding forecast revenues, discount rates and operating
costs. Management have considered the following elements:
(i) Based on current assessments of the Insig Partners
activities made by the Directors, they consider that whilst
revenues are forecast to grow in 2024 and exponentially grow from
2025-2027, these forecasts are reduced from previous forecasts
prepared.
(ii) The reduction of activities in Insig Data have led to the
Directors assessing the need for an impairment.
(iii) Operational costs are monitored and controlled
Following their assessment, the Directors concluded an
impairment charge of GBP16,558,296 was necessary for the year ended
31 March 2023 due to the reduced future sales forecast and sale
performance in the current and prior years.
15. Investments in subsidiary undertakings
Company
-----------------------------------
Investment in Loans to Group
Shares in Group Undertakings subsidiaries Undertakings
----------------------------------------- --------------- ------------------
Cost
31 March 2022 35,145,004 4,034,025
Additions - 1,612,305
Impairment (19,550,467) (857,731)
----------------------------------------- --------------- ------------------
31 March 2023 15,594,537 4,788,599
----------------------------------------- --------------- ------------------
Company
-------------------------------------
NBV 31 March NBV 31 March
Shares in Group Undertakings and Group 2023 2022
Loans GBP GBP
----------------------------------------- ------------------- ----------------
Cost
Insig Partners 15,594,537 31,145,004
Insig Data - 4,000,000
Loans to Group undertakings 4,788,599 4,034,025
----------------------------------------- ------------------- ----------------
Total 20,383,136 39,179,029
----------------------------------------- ------------------- ----------------
Investments in Group undertakings are stated at cost, which is
the fair value of the consideration paid, less any impairment
provision.
During the year, the GBP4,000,000 investment in Insig Data was
fully impaired after Management concluded that it was appropriate
to reduce the scale of Insig Data's business. It no longer has any
employees, in addition to having a minimal cost base. After
assessing the recoverability of the investments, the Directors also
agreed that the intangible assets of Insig Data, being Customer
Relationships and Database should be impaired. Further information
on this is provided in note 14.
Although Insig Data's trading activity reduced significantly
during the year, it hasn't ceased its trade.
During the year, GBP15,550,466 of the investment held in Insig
Partners was impaired after reviewal from Management. This
impairment was determined after comparing the total investment
value of GBP31,145,004 with the value in use total. There was also
an impairment of the intangible assets held within Insig Partners.
This was applied as a result of a revised forecast dated from March
2023 to March 2030. The revised sales expected for the Company's
products and cost base led to a reduced enterprise value of Insig
Partners' intangible assets. Further information on this is
provided in note 14.
During the year, the loans granted to Insig Data by Insig AI
plc, totalling GBP363,610; and the loans granted to Westside
Sports, totalling GBP89,947, were fully impaired. The loans grated
to Pantheon Leisure were partially impaired by GBP404,174. These
impairments were agreed based on the recoverability of the loans,
after taking the net assets of the mentioned subsidiaries into
account.
The Company has provided a guarantee in respect of the
outstanding liabilities of the subsidiary companies listed below in
accordance with Section 479A - 479C of the Companies Act 2006 as
these subsidiary companies of the Group are exempt from the
requirements of the Companies Act 2006 relating to the audit of the
accounts by virtue of Section 479A of this Act.
Subsidiaries
The following companies were subsidiaries at the balance sheet
date and the results and year end position of these companies have
been included in these consolidated financial statements.
Name of subsidiary Registered office address Country Proportion Nature
of incorporation of ordinary of business
and place shares held
of business (%)
------------------------ -------------------------- ------------------- -------------- ---------------
Insig Partners 6 Heddon Street, London, United Kingdom 100% Artificial
Limited W1B 4BT Intelligence
------------------------ -------------------------- ------------------- -------------- ---------------
Westside Sports 6 Heddon Street, London, United Kingdom 100% Holding
Limited W1B 4BT company
------------------------ -------------------------- ------------------- -------------- ---------------
Insight Capital 6 Heddon Street, London, United Kingdom 100% Artificial
Consulting Limited*** W1B 4BT Intelligence
------------------------ -------------------------- ------------------- -------------- ---------------
Insig Data Limited 6 Heddon Street, London, United Kingdom 100% Artificial
W1B 4BT Intelligence
------------------------ -------------------------- ------------------- -------------- ---------------
Ultimate Player 6 Heddon Street, London, United Kingdom 100% Dormant
Limited W1B 4BT
------------------------ -------------------------- ------------------- -------------- ---------------
Pantheon Leisure 6 Heddon Street, London, United Kingdom 85.87% Activities
Plc * W1B 4BT of head
office
------------------------ -------------------------- ------------------- -------------- ---------------
Sport In Schools 6 Heddon Street, London, United Kingdom 85.87% Sports
Limited** W1B 4BT coaching
in schools
------------------------ -------------------------- ------------------- -------------- ---------------
The Elms Group 6 Heddon Street, London, United Kingdom 85.87% Dormant
Limited ** W1B 4BT
------------------------ -------------------------- ------------------- -------------- ---------------
* Shares held indirectly through Westside Sports Limited
** Shares held indirectly through Pantheon Leisure Plc
*** Shares held indirectly by Insig Partners Limited
16. Trade and other receivables
Group Company
---------------------- ----------------------
31 March 31 March 31 March 31 March
2023 2022 2023 2022
Current GBP GBP GBP GBP
-------------------------------------- ---------- ---------- ---------- ----------
Trade receivables 125,030 239,550 - -
Amounts due from subsidiary
undertakings - - 106,864 30,151
Prepayments 38,498 8,374 26,749 -
VAT receivable - 25,109 18,086 59,263
Research and development receivable 542,000 - - -
Other receivables 14,312 16,786 - -
Total 719,840 289,819 151,699 89,414
-------------------------------------- ---------- ---------- ---------- ----------
The ageing of trade receivables is as follows:
As at 31 As at 31
March 2023 March 2022
GBP GBP
----------------- ------------- -------------
Up to 3 months 125,030 239,550
Total 125,030 239,550
------------------ ------------- -------------
17. Cash and cash equivalents
Group Company
---------------------- ----------------------
31 March 31 March 31 March 31 March
2023 2022 2023 2022
GBP GBP GBP GBP
--------------------------- ---------- ---------- ---------- ----------
Cash at bank and in hand 280,584 473,390 3,749 61,314
--------------------------- ---------- ---------- ---------- ----------
18. Trade and other payables
Group Company
---------------------- ------------------------
31 March 31 March 31 March 31 March
2023 2022 2023 2022
GBP GBP GBP GBP
---------------------------- ---------- ---------- ---------- ----------
Trade payables 266,978 271,103 149,346 196,341
Accruals 371,056 183,311 233,290 109,000
Deferred income 50,000 100,407 - -
Other creditors 4,852 69,568 - -
Taxes and social security 240,041 185,942 - 3,203
932,927 810,331 382,636 308,544
---------------------------- ---------- ---------- ---------- ----------
The ageing of trade and other payables is as follows:
As at 31 As at 31
March 2023 March 2022
GBP GBP
----------------- ------------- -------------
Up to 3 months 170,849 412,000
3 to 6 months 296,448 114,000
6 to 12 months - -
Total 467,297 526,000
------------------ ------------- -------------
19. Leases and borrowings
Group Company
----------------------- -----------------------
31 March 31 March 31 March 31 March
2023 2022 2023 2022
GBP GBP GBP GBP
--------------------------- ----------- ---------- ----------- ----------
Not later than one year:
Convertible loan note 2,261,769 - 2,261,769 -
Right of use liability 10,386 8,675 - -
Later than one year:
Right of use liability 16,868 28,966 - -
--------------------------- ----------- ---------- ----------- ----------
Total 2,289,023 37,641 2,261,769 -
--------------------------- ----------- ---------- ----------- ----------
Convertible loan notes
31 March 2023
GBP
---------------------------------------------------------- ---------------
Convertible loan note
Proceeds of issue of convertible loan notes - May 2022 1,000,000
Proceeds of issue of convertible loan notes - June 2022 750,000
Proceeds of issue of convertible loan notes - September
2022 500,000
Interest
Total interest payable to date (5%) 63,567
Equity
Derivative Split (51,798)
---------------------------------------------------------- ---------------
Total 2,261,769
---------------------------------------------------------- ---------------
On the 4 May 2022, the Company entered into a formal agreement
for a GBP1.0m convertible loan note to be provided by Richard
Bernstein, Chairman of the Company. A total of GBP1,000,000 has
been drawn down by the Company. The loan facility when issued was
repayable on or before 31 December 2022, and interest accrued from
the date monies were drawn down at a rate of 5%. The convertible
loan note can be converted at the noteholder's discretion.
On 17 June 2022, the Company entered into a convertible loan
facility agreement with David Kyte, a long-term shareholder in the
Company for GBP500,000. A total of GBP500,000 has been drawn down
by the Company. The loan facility when issued was repayable on or
before 31 December 2022, and interest accrued from the date monies
were drawn down at a rate of 5%. The convertible loan note can be
converted at the noteholder's discretion.
On 22 December 2022, the Company agreed revised terms for both
the convertible loan note (CLN) agreements with Richard Bernstein
and David Kyte for GBP1m and GBP0.5m respectively.
The following revisions were made:
- Interest owed on the first CLN will be rolled up into the loan
expiring 31 December 2023, with an interest of 8% per annum.
- A conversion price of 20 pence for Richard Bernstein, and 18 pence for David Kyte.
- The issuance of 1,666,667 warrants expiring on 31 December
2025 exercisable at a price of 30 pence for Richard Bernstein.
- The issuance of 1,388,889 warrants expiring on 31 December
2025 exercisable at a price of 25 pence for David Kyte.
On the 12 September 2022, the Company entered into a formal
agreement for a GBP750,000 convertible loan note to be provided by
Richard Bernstein, Non-Executive Chairman of the Company. A total
of GBP750,000 has been drawn down by the Company.
The loan facility is repayable on or before 30 June 2023, and
interest will be accrued from the date monies are drawn down
at a rate of 5%. The loan facility has a conversion price which
is set at the higher of 35 pence per ordinary share or the
prevailing share price at the date of conversion. The convertible
loan note can be converted at the noteholder's discretion.
20. Deferred tax
An analysis of the deferred tax liability is set out below.
Cost
GBP
----------------------------------------- ---- -------------
Deferred tax liability
As at 31 March 2021 -
----------------------------------------- ---- -------------
Deferred tax acquired on acquisition 3,218,747
Deferred tax liability for intangibles 941,341
------------------------------------------------- -------------
As at 31 March 2022 4,160,088
------------------------------------------------- -------------
Deferred tax liability for intangibles (1,573,992)
------------------------------------------------- -------------
As at 31 March 2023 2,586,096
------------------------------------------------- -------------
21. Financial Instruments by Category
Group
31 March 2023 31 March 2022
Amortised Amortised
cost Total cost Total
Assets per Statement of Financial
Position GBP GBP GBP GBP
------------------------------------ ----------- ----------- ------------ ---------
Trade and other receivables 681,341 681,341 256,336 256,336
Cash and cash equivalents 280,584 280,584 473,390 473,390
----------- ----------- ------------ ---------
961,925 961,925 729,726 729,726
----------- ----------- ------------ ---------
31 March 2023 31 March 2022
-----------------------
Amortised Amortised
cost Total cost Total
----------
Liabilities per Statement of
Financial Position GBP GBP GBP GBP
Trade and other payables 2,964,025 2,964,025 526,612 526,612
Right of use lease liabilities 27,254 27,254 37,641 37,641
2,991,279 2,991,279 564,253 564,253
----------- ----------- ----------- ----------
The convertible loan notes provided during the year by Richard Bernstein and David
Kyte have
been included in the payables as they are classed as financial liabilities.
Company
31 March 2023 31 March 2022
Amortised Amortised
cost Total cost Total
Assets per Statement of Financial
Position GBP GBP GBP GBP
Trade and other receivables 106,864 106,864 30,151 30,151
Due from subsidiary undertakings 4,788,599 4,788,599 4,034,025 4,034,025
Cash and cash equivalents 3,749 3,749 61,314 61,314
4,899,212 4,899,212 4,125,490 4,125,490
------------ ----------- ----------- -----------
31 March 2023 31 March 2022
Amortised Amortised
cost Total cost Total
Liabilities per Statement of
Financial Position GBP GBP GBP GBP
Trade and other payables 382,636 382,636 305,341 305,341
382,636 382,636 305,341 305,341
------------ --------- ----------- ---------
The Company's financial instruments comprise cash and cash
equivalents, receivables and payables which arise in the normal
course of business. As a result, the main risks arising from the
Company's financial instruments are credit and liquidity risks.
Please refer to Note 3.1.
22. Share capital and premium
Group and Company Number of shares Share capital
---------------------------------- --------------------
31 March 31 March 31 March 31 March
2023 2022 2023 2022
--------------------------- ------------- ------------- ------------- -----------
Ordinary shares 105,675,645 105,675,645 1,056,757 1,056,757
Deferred shares 22,811,638 22,811,638 2,053,047 2,053,047
Total 128,487,283 128,487,283 3,109,804 3,109,804
--------------------------- ------------- ------------- ------------- -----------
Share
Issued at 0.01 pence per Number of capital Share premium Total
share Ordinary shares GBP GBP GBP
----------------------------- ------------------ ----------- --------------- ------------
As at 31 March 2022 105,675,645 1,056,000 39,077,000 40,133,000
----------------------------- ------------------ ----------- --------------- ------------
As at 31 March 2023 105,675,645 1,056,000 39,077,000 40,133,000
----------------------------- ------------------ ----------- --------------- ------------
Deferred Shares (nominal value of 0.09 Number of Deferred Share capital
pence per share) shares GBP
----------------------------------------- -------------------- ---------------
As at 31 March 2022 22,811,638 2,053,047
----------------------------------------- -------------------- ---------------
As at 31 March 2023 22,811,638 2,053,047
----------------------------------------- -------------------- ---------------
The Company has an authorised share capital limit in place,
which will be considered by shareholders at the next annual general
meeting.
23. Share based payments
The Company has established a share option scheme for Directors,
employees and consultants to the Group. Share options and warrants
outstanding and exercisable at the end of the period have the
following expiry dates and exercise prices:
Options & Warrants
Exercise
price
in GBP 31 March 31 March
Grant Date Vesting Date Expiry Date per share 2023 2022
------------------- ------------------ ------------------ ------------ ------------ -----------
Options
1 August 2019 31 January 2020 31 July 2023 0.20 666,666 666,666
1 August 2019 31 July 2021 31 July 2023 0.20 333,333 333,333
1 August 2019 31 July 2020 31 January 2024 0.40 333,333 333,333
1 August 2019 31 July 2021 31 January 2024 0.40 666,666 666,666
1 August 2019 31 January 2022 31 January 2025 0.60 666,666 666,666
1 August 2019 31 January 2022 31 July 2025 0.60 666,666 666,666
1 August 2019 31 July 2022 31 July 2025 0.60 666,670 666,670
8 March 2022 4 October 2024 7 March 2032 0.48 2,000,000 2,000,000
8 March 2022 4 August 2024 7 March 2032 0.48 900,000 900,000
8 March 2022 4 January 2025 7 March 2032 0.48 150,000 150,000
8 March 2022 4 March 2025 7 March 2032 0.48 300,000 300,000
Warrants
5 October 2021 5 October 2021 10 May 2027 0.84 396,582 396,582
22 December 31 December
22 December 2022 2022 2025 0.30 1,666,667 -
22 December 31 December
22 December 2022 2022 2025 0.25 1,388,889 -
Lapsed
13 April 2022 4 January 2025 7 March 2032 0.48 (100,000) -
10 June 2022 4 August 2024 7 March 2032 0.48 (75,000) -
15 January 2023 4 January 2025 7 March 2032 0.48 (50,000) -
15 January 2023 4 March 2025 7 March 2032 0.48 (50,000) -
27 January 2023 4 August 2024 7 March 2032 0.48 (250,000) -
4 February 2023 4 March 2025 7 March 2032 0.48 (250,000) -
10,027,138 7,746,582
--------------------------------------------------------- ------------ ------------ -----------
The Company and Group have no legal or constructive obligation
to settle or repurchase the options or warrants in cash.
During the year, a total of 775,000 options lapsed as a result
of employees leaving the group.
Warrants
2023 2022
Outstanding at beginning of period 396,582 -
Exercised - -
Vested 3,055,556 396,582
------------------------------------- ----------- ---------
Outstanding as at period end 3,452,138 396,582
------------------------------------- ----------- ---------
Exercisable at period end 3,452,138 396,582
------------------------------------- ----------- ---------
The movements in the weighted average exercise price of the
warrants were as follows:
2023 2022
Outstanding at beginning of period 0.84 -
Granted 0.28 0.84
------------------------------------- ------ ------
Outstanding as at period end 1.12 0.84
------------------------------------- ------ ------
Exercisable at period end 0.46 0.84
------------------------------------- ------ ------
In accordance with IFRS2, the fair value of the warrants issued
and recognised as a charge in the accounts for the 12 month period
is GBP1,605 (12 months ended 31 March 2022 - GBPNil). In arriving
at this amount, the expected volatility is based on historical
volatility, the expected life is the average expected period to
exercise, and the risk-free rate of return is the yield on a
zero-coupon UK government bond for a term consistent with the
assumed option life.
The fair value of the equity instruments granted was determined
using the Black Scholes Model. The inputs into the model for
warrants outstanding at the year-end were as follows
2022 Warrants
------------------
Granted on: 22 December 2022
Life (years) 3 years
Share price (pence per share) 15p
Exercise price 25p
Shares under option 3,055,556
Vesting period (years) 3 years
Small company discount factor 20%
Total fair value (pence per option) 0.33
Options
In January 2011, the Company adopted an unapproved share option
scheme and on 1 August 2019, the Company granted options over
4,000,000 ordinary shares in the Company as part of a Director's
compensation agreement. In March 2022, the Company granted options
over 3,350,000 ordinary shares to a Director and certain employees.
Details of the options are set out below:
2023 2022
------------------------------------- ----------- -----------
Outstanding at beginning of period 7,350,000 4,000,000
Lapsed during period (775,000) -
Exercised - -
Granted - 3,350,000
------------------------------------- ----------- -----------
Outstanding as at period end 6,575,000 7,350,000
------------------------------------- ----------- -----------
Exercisable at period end 4,000,000 3,333,000
------------------------------------- ----------- -----------
2023 2022
------------------------------------- ------ ------
Outstanding at beginning of period 46.0 45.0
Lapsed 48.0 45.0
Exercised - -
Granted - 48.0
------------------------------------- ------ ------
Outstanding as at period end 44.0 46.0
------------------------------------- ------ ------
Exercisable at period end 44.0 46.0
------------------------------------- ------ ------
The movements in the weighted average exercise price of the
options were as follows:
The fair value of the equity instruments granted was determined
using the Black Scholes Model. The only conditions attached to the
options is continuing employment. The inputs into the model for
options outstanding at the year-end were as follows:
2019 Options 2019 Options 2019 Options 2022 Options
-------------- --------------- --------------- --------------
Granted on: 1 August 1 August 2019 1 August 2019 8 March 2022
2019
Life (years) 3 years 3 years 3 years 10 years
Share price (pence per
share) 17p 17p 17p 27.5p
Exercise price 20p 40p 60p 48p
Shares under option 1,000,000 1,000,000 2,000,000 3,350,000
Risk free rate 0.57% 0.57% 0.57% 0.57%
Expected volatility 43.1% 43.1% 43.1% 43.1%
Vesting period (years) 1 to 3 years 1 to 4 Years 2 to 5 Years 8 to 9 years
Small company discount
factor 35% 35% 35% 35%
Total fair value (pence
per option) 2.5 2.5 0.7 0.02
The expected volatility is based on historical volatility, the
expected life is the average expected period to exercise, and the
risk-free rate of return is the yield on a zero-coupon UK
government bond for a term consistent with the assumed option
life.
In accordance with IFRS 2, the fair value of the share options
issued and recognised as a charge in the accounts for the 12 month
period is GBPnil (31 March 2022 - GBP17,000).
The weighted average contractual life of options outstanding on
31 March 2023 was 4.3 years (31 March 2022: 2.4 years).
24. Other reserves
Equity reserve
for convertible Merger reserve Total
loan notes GBP GBP
--------------------- ------------------- ---------------- ---------
At 31 March 2022 - 325,583 325,583
--------------------- ------------------- ---------------- ---------
At 31 March 2023 51,798 325,583 377,381
--------------------- ------------------- ---------------- ---------
25. Employee benefit expense
Group Company
-------------------------- --------------------------
Year ended Year ended Year ended Year ended
31 March 31 March 31 March 31 March
2023 2022 2023 2022
Staff costs (excluding Directors) GBP GBP GBP GBP
------------------------------------ ------------ ------------ ------------ ------------
Salaries and wages 2,081,959 2,227,000 - -
Social security costs 305,479 270,789 - -
Pension contributions 128,743 108,830 - -
Other employment costs 13,668 5,933 - -
2,529,849 2,612,552 - -
------------------------------------ ------------ ------------ ------------ ------------
The average monthly number of employees for the Group during the
year was 112 (31 March 2022: 119) and the average monthly number of
employees for the Company was nil (31 March 2022: nil).
Of the above Group staff costs, GBP1,167,769 (31 March 2022:
GBP1,463,000) has been capitalised in accordance with IAS 38 as
development costs and are shown as an intangible addition in the
year
There were no employees in the Company apart from Directors
whose remuneration is disclosed in Note 26.
26. Directors' remuneration
31 March 2023
---------------------------
Salary Pension Total
GBP GBP GBP
----------------------------- --------------- --------- ---------
Executive Directors
Richard Bernstein 35,000 - 35,000
Steven Cracknell 146,667 10,000 156,667
Warren Pearson 146,667 10,000 156,667
Colm McVeigh 233,333 9,333 242,666
Non-executive Directors
John Murray 35,000 - 35,000
Richard Cooper 43,826 - 43,826
640,493 29,333 669,826
--------------- --------- ---------
Directors who were appointed during the year:
-- Richard Cooper - appointed 11 April 2022
Directors who retired after the year end:
-- John Murray - deceased 24 April 2023
Of the above Group directors' remuneration, GBP288,665 (year
ended 31 March 2022: GBP375,210 has been capitalised in accordance
with IAS 38 as development related costs and are shown as an
intangible addition in the year.
31 March
2022
-------------- ------------- ---------
Share based
Remuneration payments Total
GBP GBP GBP
--------------------------- -------------- ------------- ---------
Executive Directors
Richard Bernstein 22,167 - 22,167
Steven Cracknell 216,843 - 216,843
Warren Pearson 228,924 - 228,924
Colm McVeigh 124,679 - 124,679
Matthew Farnum-Schneider 140,258 17,000 157,258
Non-executive Directors
John Murray 31,237 - 31,237
Peter Rutter 22,487 - 22,487
David Coldbeck 10,551 - 10,551
John Zucker 10,551 - 10,551
David Hillel 15,827 - 15,827
823,524 17,000 840,524
-------------- ------------- ---------
The fair value of the share options issued to Matthew
Farnum-Schneider and recognised as a charge in the accounts for the
12 month period is GBP17,000.
The remuneration of Directors and key executives is determined
by the remuneration committee having regard to the performance of
individuals and market trends.
27. Income tax expense
Group
---------------------------
Year ended Year ended
31 March 31 March
2023 2022
GBP GBP
--------------------------------------------------- ------------- ------------
Deferred Tax
Fixed assets and short-term temporary difference (1,573,992) (538,501)
Intangibles on business combinations - (402,840)
Losses and other deductions - -
--------------------------------------------------- ------------- ------------
Total deferred tax (1,573,992) (941,341)
--------------------------------------------------- ------------- ------------
Current Tax
UK corporation tax on profit for the year (542,000) -
Adjustments in respect of prior periods (749,873) -
--------------------------------------------------- ------------- ------------
Total current tax (1,291,873) -
--------------------------------------------------- ------------- ------------
Total income tax expense (2,865,865) (941,341)
--------------------------------------------------- ------------- ------------
Group
-----------------------------
Year ended Year ended
31 March 31 March
2023 2022
GBP GBP
----------------------------------------------------- -------------- -------------
Loss before tax (21,428,211) (3,243,000)
----------------------------------------------------- -------------- -------------
Tax at the applicable rate of 19 % (2022: 19
% ) (4,071,360) (616,000)
Effects of:
Expenditure not deductible for tax purposes 2,940,457 1,456,000
Additional deduction for R&D expenditure (401,421) -
Surrender of tax losses for R&D tax credit 168,207 -
refund
R&D expenditure credits 8,461 -
Group relief surrendered/(claimed) (20,948) -
Adjustments in respect of prior periods regarding (749,873) -
R&D
Effect of tax rate change on deferred tax opening (209,040) -
balance
Effect of tax rate change on deferred tax acquired
in business combinations - 226,000
Unrecognised deferred tax asset in relation
to carried forward losses (530,348) (2,008,000)
----------------------------------------------------- -------------- -------------
Tax charge (2,865,865) (942,000)
----------------------------------------------------- -------------- -------------
The Group has unutilised tax losses of approximately
GBP13,828,392 (31 March 2022 GBP11,707,000) 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.
28. Loss per share
Group
The calculation of the total basic loss per share of (17.89)
pence ( 31 March 2022 : ( 4.40 ) pence) is based on the loss
attributable to equity holders of the parent company of GBP
18,563,996 ( 31 March 2022 : GBP 4,199,720 ) and on the weighted
average number of ordinary shares of 103,757,837 ( 31 March 2022 :
95,267,869 ) 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 23.
29. Contingent liabilities
In the prior year, there was an ongoing legal dispute between
the Company and a former employee for breach of contract. A
settlement was agreed in relation to this dispute on 17(th) March
2023 and the matter is now closed.
30. Related party transactions
Loans to Group undertakings
Amounts receivable as a result of loans granted to subsidiary
undertakings are as follows:
Company
----------------------------
31 March 31 March 2022
2023
GBP GBP
-------------------------------------------- ----------- ---------------
Insig Partners 4,655,904 3,333,269
Insig Data (formerly FDB Systems Limited) - 71,850
Insight Capital Consulting Limited 31 -
Pantheon Leisure 132,664 538,959
Westside Sports Limited - 89,947
-------------------------------------------- ----------- ---------------
4,788,599 4,034,025
Insig Partners Limited
Loans totalling GBP1,322,635 were provided to Insig Partners
Limited from Insig AI Plc during the year to cover operating costs
(31 March 2022: GBP3,113,269).
Insig Data Limited (formerly FDB Systems Limited)
Loans totalling GBP291,761 were provided to Insig Data from
Insig AI Plc during the year to cover operating costs (31 March
2022: GBP71,850).
At the end of the year, the loan balance was fully impaired.
Insight Capital Consulting Limited
Loans totalling GBP31 were provided to Insight Capital
Consulting from Insig Partners Limited during the year to cover
operating costs (31 March 2022: GBP15,718).
Westside Sports Limited
At the end of the year, the loan balance was fully impaired
Pantheon Leisure Plc
Loans totalling GBP2,121 were provided to Pantheon Leisure from
Insig AI Plc during the year to cover operating costs (31 March
2022: GBP26,645).
At the end of the year, the loan balance was partially impaired
by GBP404,174.
These amounts are unsecured and repayable on demand.
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, a limited company of which Richard Cooper is a
director, was paid a fee of GBP32,112 for the year ended 31 March
2023 (31 March 2022: GBPnil) for the provision of corporate
management and consulting services to the Company. There was a
balance of GBP7,362 owing at year end (31 March 2022: GBPNil).
On the 4 May 2022, the Company entered into a formal agreement
for a GBP1.0m convertible loan note to be provided by Richard
Bernstein. 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%.
On the 12 September 2022, the Company entered into a formal
agreement for a GBP750,000 convertible loan note to be provided by
Richard Bernstein. A total of GBP750,000 has been drawn down by the
Company. The loan facility is repayable on or before 30 June 2023,
and interest will be accrued from the date monies are drawn down at
a rate of 5%.
On 21 December 2022, Steven Cracknell and Warren Pearson, Chief
Product Officer and Chief Technology Officer gifted at nil value,
their shares to the Company to be held in treasury and to be used
at the discretion of the Company. Steven Cracknell gifted 4,500,000
ordinary shares of 1p each and Warren Pearson has gifted
2,500,000.
On 22 December 2022, the Company agreed revised terms for the
convertible loan note, being Interest owed on the first CLN to be
rolled up into the loan expiring 31 December 2023, with an interest
of 8% per annum.
In addition the Company also granted Richard Bernstein 1,666,667
warrants as part of the revision to the terms.
31. Ultimate controlling party
The Directors believe there is no ultimate controlling
party.
32. Events after the reporting date
On 24 April 2023 the Company announced that it had successfully
raised GBP0.9 million by way of equity subscription for 5,294,118
ordinary shares of 1 pence each in the Company at 17 pence per
Ordinary Share. The shares will be issued from Treasury, from
shares gifted to the Company in December 2022 by founders Steve
Cracknell and Warren Pearson, Chief Product Officer and Chief
Technology Officer. Specifically, 1,764,705 Subscription Shares
were issued on 27 April 2023 with the balance of 3,529,413
Subscription Shares being issued on 23 June 2023.
On 4 July 2023, the Company announced that it had agreed revised
terms for the convertible loan note (CLN) agreement with Richard
Bernstein as announced on 12 September 2022 for GBP0.75 million.
The Company and Loan Note Holder agreed to extend the term of the
CLN by six months to 30 December 2023.
END
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END
FR NKNBQDBKBCFD
(END) Dow Jones Newswires
August 14, 2023 02:00 ET (06:00 GMT)
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