RNS Number : 2060N
ADVFN PLC
21 November 2024
 

 

For immediate release

21 November 2024

ADFVN PLC 

("ADVFN" or the "Company")

Audited Results for the year ended 30 June 2024

 

 

The Board of ADVFN announces the audited annual results for the year ended 30 June 2024. The Annual Report and Accounts will shortly be sent to shareholders and will be available on the Company's website,  http://www.advfnplc.com. A copy of this announcement is also available on the Company's website,  http://www.advfnplc.com.

 

 

For further information please contact:

ADVFN plc

Amit Tauman (CEO)

+44 (0) 203 8794 460

Beaumont Cornish Limited (Nominated Adviser)

Michael Cornish

Roland Cornish

+44 (0) 207 628 3396

Peterhouse Capital Limited (Broker)

Eran Zucker

Lucy Williams

Rose Greensmith

  +44 (0) 207 469 0930

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. The person who arranged for the release of this announcement on behalf of the Company was Amit Tauman, Director.

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

 



 

Chairman's Statement

This year has been pivotal for ADVFN, as we continue to strengthen our foundations for future success.

The Board remains robust, with the addition of a new, highly experienced member, further enhancing our finance and business development team.

Whilst there remain headwinds in the industry, we remain confident in our approach. The company continues to innovate and develop state-of-the-art technologies, in part powered by AI, which empower retail investors and position ADVFN at the forefront of financial technology.

We are resolved to steering the company through these challenges, always aligning our long-term vision for growth with shareholders' best interests.

Lord Gold

Non-executive Chairman

 

Chief Executive's Statement

Dear Shareholders, Employees, and Stakeholders,

I am pleased to present to you the annual report for ADVFN PLC (ADVFN) ("the Company") and its subsidiaries (together "the Group")  for the fiscal year 2023-2024.

Our mission at ADVFN is to empower retail investors by connecting them together in real-time, providing them with the tools and insights they need to make informed investment decisions. Our vision is to become the leading platform for trading ideas and live discussions, fostering a dynamic and engaged community of investors. Our aim is to be positioned at the forefront of the financial technology market. With our deep understanding of market dynamics and our commitment to innovation, we are equipped to deliver cutting-edge products and offerings.

This year has presented numerous challenges and opportunities for ADVFN. Our revenues for this year stood at £4.4 million, reflecting the impact of the downturn in advertising sales and strategic decisions to wind down certain components of our site. However, we successfully reduced our net loss from £2.2 million to £918,000, meeting our cost reduction targets.

This year has been marked by several key milestones and innovations:

·      Partnerships: We established a new relationship with our Italian partners, Prodesfin, strengthening our presence in the Italian market.

·      Platform Revamp: We revamped our website, www.advfn.com, and initiated the rollout process to other countries, enhancing user experience and engagement.

·      New App Launches: We launched two new apps, which are expected to have a positive impact and are paving our way to increase our revenue stream. Additionally, we plan to open up Android subscription purchases and integrate an ad network within our apps, further bolstering our revenue and expanding our customer base.

·      AI Intelligence and ADVFN Live Chat: We are particularly excited about the release of AI Intelligence and the ADVFN Live Chat platform. AI Intelligence utilizes the latest GPT-4 and other large language models (LLMs) to transform how our users consume financial data, providing advanced insights and analytics that empower investors to make smarter decisions. For these AI tools, we plan to charge a premium subscription to users, ensuring high-margin revenue streams.

The ADVFN Live Chat platform represents the next generation of ADVFN, connecting users in real-time and sharing trading ideas while leveraging ADVFN market data and tools. This platform is designed to be a cornerstone of our community, enhancing user engagement and collaboration. We plan to start with an advertising model focused on exclusive partnerships and eventually move toward an Investor Relations B2B model, complemented by a premium subscription service. These strategies are designed to diversify our revenue streams and drive sustained growth.

These advancements exemplify our commitment to being a cutting-edge platform. The advertising market continues to experience a downturn, presenting challenges for us, our peers, and the entire space. This business model has proven to be unpredictable, and as such, we are transitioning from a reliance on advertising sales to a more focused products and tools platform.

Looking ahead to 2024-2025, our main focus will be on live discussions, AI, and trading tools. We believe in our ability and skills to achieve our goals in these areas, positioning them as central pillars of our growth strategy, however these will take time to show a significant increase in revenue.

I extend my thanks to our dedicated employees for their hard work and commitment. I also appreciate the continued support of our partners, stakeholders, and shareholders, whose trust and confidence drive us forward.

Sincerely,

Amit Tauman

CEO

 

 

20 November 2024

 

 

 

Strategic Report

Financial Overview  

The financial reporting framework that has been applied in the preparation of the Group and Company financial statements is the applicable law and UK-adopted international accounting standards.

The loss for the financial year after tax amounted to £918,000 (2023: a loss of £2,169,000).

The business is focused on the new products and services that are being launched in the coming months, with the intention of driving improved subscription numbers in the long term. The Group has been through significant changes in the past 2 years and the impact of these is still being felt.


While the spend was high this year, we are moving toward one of our goals and seeing diminishing expenses and constantly reducing operational costs:

●    Operational costs are down on average by 24.6% YoY £5,335k vs £7,076k

●    Headcount, reduced by 25% YoY from 31 to 23

 

ADVFN 2023-2024 financial highlights:

●    Revenue was £4.4 million compared to £5.4 million in the prior year.

●    Net loss was £0.9 million compared to net loss of £2.2 million in the prior year period.

●    Cash and cash equivalents: £4.1 million compared to £5.6 million in the prior year.

 

The Directors are not proposing payment of a dividend (2023: £Nil).

Business Review

We are working to grow our user base and improve engagement, with the goal of gradually tapping into the potential of these platforms to support our overall business growth.This is why we have been working on a modern, state-of-the-art platform that will enable investors to interact in new ways, with a particular focus on private groups that could evolve into a B2B model for financial influencers. Given the current market landscape, where many competitors are struggling with shrinking gross margins and declining revenues, we anticipate a consolidation within the industry this year, as the space has shrunk since 2020-2022. We see many companies lacking a cash buffer, and with current traffic levels and basic figures, it will be very challenging to achieve profitability. We have strategically positioned ourselves with a strong cash reserve and a clean balance sheet, enabling us to explore opportunities for mergers and acquisitions in the realms of artificial intelligence and community development. These initiatives will help us expand our reach and integrate cutting-edge technologies that align with our long-term goals.

For ADVFN, the unpredictability and decline in the advertising market, which has been significantly impacted, led us to pivot toward enhancing our subscription model, including the development of a community premium model. We plan to grow this model by expanding our product offerings, including AI-driven tools and the introduction of new products including a premium community model. The premium community model will focus on providing exclusive access to private groups, specialized content, and advanced features tailored for our most engaged users, which we hope will host their own private rooms. Our business model hinges on driving traffic to our site, which we then monetize through two primary streams: advertising and subscriptions. On the advertising side, increased user engagement leads to more ad impressions and higher revenue, while our subscription model benefits from robust product offerings and effective funnel management, driving higher conversion rates and recurring revenue (MRR).

We are committed to optimizing our traffic acquisition strategies and refining our product offerings to improve user retention and enhance the overall user experience. By doing so, we aim to boost both subscription conversions and ad impressions, ultimately increasing revenue while maintaining the quality and integrity of the user experience. As we move forward, we will continue to monitor market trends and adjust our strategies to ensure sustainable growth and long-term success.

Summary of key performance indicators

Our approach to Key Performance Indicators (KPIs) is designed to clearly show our stakeholders where our targets, efforts, and priorities lie each year. 

For example, last year, we set targets with a focus on operational cost reductions. We are pleased to report that we met our cost-saving KPIs, achieving a reduction that brought our operational expenses to less than £5.5 million.

Given this success, we no longer include cost reduction as a KPI for the upcoming period. We believe that after 18 months of rigorous cost management, we have made the company highly efficient. Each new cost and expense is now closely tied to return on investment (ROI), ensuring that we maintain a lean operation while continuing to scale. We are confident that we can sustain growth without significantly increasing our fixed costs in relative terms.

In the coming financial year, the KPIs we will monitor will shift the focus towards development and growth.

Why These are KPIs:
These KPIs are considered key drivers of our business because they directly impact our ability to generate revenue, retain users, and expand our market presence. By focusing on traffic growth, turnover, community engagement, and subscription premium users, we are addressing the core components that fuel our platform's success. These KPIs are critical as they reflect the health of our business, guide our strategic decisions, and measure our progress toward achieving our long-term goals.

·      Traffic Growth: Building on our past efforts, traffic growth remains a top priority. We aim to increase the number of unique visitors to our platform through targeted SEO and marketing strategies, Live Chat, and product offerings. This metric is crucial for our B2C business model as it drives the initial stages of our engagement funnel, setting the stage for increased revenue opportunities.

·      Turnover: We anticipate that new products launched will contribute to a substantial increase in turnover, albeit one that will take time to materialize. Our monetization strategies are now optimized, ensuring that the increased user base translates into higher revenue. This includes a focus on attracting premium subscribers, enhancing advertising revenues, and exploring new revenue streams to diversify our income sources.

·      Community Engagement: Community engagement is a vital KPI because it reflects the health and vibrancy of our platform. A highly engaged community is more likely to generate valuable content, contribute to discussions, and foster a collaborative environment that attracts new users and retains existing ones. Engaged users are more likely to explore our premium offerings and increase their usage of paid tools and services, driving revenue growth. We measure this through the number of unique posters and the frequency of posts, setting targets to increase these metrics by 20% this year compared to the previous year. These targets are aligned with our efforts to enhance Live Chat, improve SEO, and attract new users.

·      Subscription Premium Users: The growth in the number of subscription premium users is a key indicator of our ability to convert free users into paying customers. This KPI is essential because premium subscribers represent a significant and stable revenue stream with higher margins. We will measure this by tracking the growth rate of premium subscriptions, setting a target to increase the number of premium users by 25% compared to the previous year. This growth will be driven by the introduction of new premium features in AI tools, Live Chat, and mobile apps, as well as targeted marketing efforts.

Principal risks and uncertainties

In the dynamic environment in which we operate, we face several principal risks and uncertainties that could impact our business. We have identified key areas where these risks are most prevalent and have developed strategies to mitigate them.

1.   Currency Fluctuations: Operating in multiple countries exposes us to the risks associated with fluctuating exchange rates of the Euro, GBP, and the US Dollar. These currency fluctuations can impact our revenues, expenses, and overall financial stability, making it imperative to employ effective currency risk management strategies. To mitigate these risks, we are reviewing our pricing transfer agreements and primarily maintaining most of our revenues in GBP. This approach helps stabilize our financial operations against currency volatility.

2.   Ad Networks Industry Volatility: The ad networks industry is witnessing a decline in overall revenue, exemplified by the recent bankruptcy of companies in that space. This is reflected in the Online Ad Revenue Index, which has dropped by 20%. These industry-wide challenges necessitate a proactive approach in diversifying our revenue streams and ensuring financial stability. To address these industry-wide challenges, we are diversifying our revenue streams by expanding our product offerings and focusing on increasing subscriptions. This strategy is designed to reduce our dependence on ad revenues and enhance financial stability. 

3.   Market Uncertainty Impacting Traffic: The unpredictability in global markets and exchange pricing directly impacts our website traffic and user engagement. During times of economic uncertainty and a steady downward trend, users may reduce their online activity or shift their preferences, affecting our platform's performance. Developing resilience and adaptability strategies is essential to mitigate the adverse effects of market fluctuations on our traffic and user engagement. To counteract these effects, we are continually working on converting new traffic and intensively improving our SEO. These efforts are aimed at maintaining and growing our user base despite market fluctuations.

4.   Regulatory Adherence: In today's rapidly evolving regulatory landscape, we understand the increasing complexities that extend beyond GDPR to encompass broader issues such as data privacy, User-Generated Content (UGC) compliance, AI ethics, and online safety. These regulatory frameworks are critical in shaping how we manage data and interact with our user base. To navigate these changes effectively, we are steadfast in our commitment to staying abreast of new regulations and governance practices. Our approach includes the development of robust compliance guidelines and ongoing consultations with legal experts and industry specialists.

 

Principal risks and uncertainties (continued)

5.   Inadequate Disaster Recovery Procedures: Addressing the risks associated with our on-premises data storage, especially in the event of a disaster, is a top priority. Such events pose serious threats to our data integrity and infrastructure. To mitigate these risks, we are transitioning to cloud-based data storage for improved security and redundancy and are updating our infrastructure by replacing old hardware with more robust and reliable systems. This strategy is key to ensuring the protection and stability of our operations under any circumstances.

6.   Cybersecurity Risks: As we continue to expand our digital footprint, cybersecurity risks become increasingly significant. Threats such as data breaches, ransomware, and cyber-attacks can disrupt operations and compromise sensitive information. We are committed to maintaining robust cybersecurity measures, including regular security audits, penetration testing, and employee training programs to protect against these threats. Our incident response plan is continually updated to ensure rapid action in the event of a security breach.

Consideration of the principal risks associated with financial instruments is contained in note 23.

People

We would like to thank the whole team at ADVFN who have worked hard during a tumultuous time in the markets.

 

Directors' statement of responsibilities under section 172 Companies Act 2006

 

The Directors have considered the requirements of Section 172(1) of the Companies Act 2006 to prepare a statement explaining how the Directors have considered the wider stakeholder needs when performing their duties under Section 172 of the Companies Act 2006.

 

The Directors consider the stakeholders to be the people who work for us, work with us, invest with us, own us, regulate us and live in the societies we serve. The Directors recognise that building strong relationships with our stakeholders will help deliver the Group's strategy in line with the long-term values. The Directors are committed to effective engagement with all of our stakeholders and seek to understand the interests and views of the Group's stakeholders by engaging with them directly as appropriate.

 

Depending on the nature of the issue in question, the relevance of each stakeholder group may differ and, as such, as part of the Group's engagement with stakeholders, the Directors seek to understand the relative interests and priorities of each group and to have regard to these, as appropriate, in their decision making. The Directors acknowledge, however, that not every decision the Board makes will necessarily result in a positive outcome for all stakeholders. However, the Directors do challenge management to ensure all stakeholder interests are considered in the day-to-day management and operations of the Group.

 

As part of their deliberations and decision-making process, the Directors take into account the following:

 

• the likely consequences of any decisions in the long term;

• interests of the Group's employees;

• need to foster the Group's business relationships with suppliers, customers and others;

• impact of the Group's operations on the community and environment;

• desirability of the Group maintaining a reputation for high standards of business conduct; and

• the need to act fairly as between members of the Group.

 

As a result of these activities, the Directors believe that they have demonstrated compliance with their obligations under s.172 of the Companies Act 2006.

 

Environmental Matters

 

The Directors' aim for the Group is to be and remain a contributing and good "Corporate Citizen".

 

As a small AIM-listed company, we recognise the importance of understanding and managing the risks and opportunities associated with climate change and other environmental matters. Our business does not have a high carbon footprint and we consider it to be a sustainable business. We try to ensure that our planet's precious resources are used appropriately for the benefit of current and future generations.

Although we are not required to report under the Task Force on Climate-related Financial Disclosures (TCFD) framework, we are committed to monitoring our exposure to climate related risks and identifying opportunities to contribute to a low carbon economy. The Board considers that the business and strategic decisions which it takes now, in furtherance of the Group's business objectives, do not damage the global environment.

 

 

Employees

 

The Group has a small number of employees but those it has are situated and are deployed on the Group's business around the World. We ensure that we comply with all local labour laws and apply what the Directors believe are appropriate standards and systems to monitor and ensure the welfare of those employees.

 

Stakeholder engagement

 

The Group is entirely owned by the shareholders of ADVFN Plc and the shares of the Group are traded on AIM. The stakeholders of the Group consist predominantly of the shareholders, employees, advisers and suppliers. The Directors recognise the importance of these relationships and take active steps to develop and strengthen them through dialogue and engagement. These relationships are regularly monitored at Board level. 

 

 

Governance

 

Each Board meeting addresses compliance by the Group with its corporate governance codes and reinforces the Board's requirement that its business be conducted with integrity and with due regard for ethical standards.

 

ON BEHALF OF THE BOARD

 

 

Amit Tauman

 

CEO

 

20 November 2024

 

 

 

 

 



 

Consolidated income statement

 



 

 

30 June

30 June



2024

2023


Notes

£'000

£'000



 

 



 


Revenue

3

4,441

5,445

Cost of sales


(218)

(316)





Gross profit


4,223

5,129





Share based payment

21

(26)

319

Amortisation of intangible assets

12

(156)

(191)

Administrative expenses


(5,153)

(6,026)

Administrative expenses - non-recurring items

6

-

(1,178)





Total administrative expenses


(5,335)

(7,076)





Operating loss

4

(1,112)

(1,947)





Finance income

7

198

24

Finance expense

7

(1)

(11)

Other income


2

20





Loss before tax


(913)

(1,914)

Taxation

8

63

58





Loss from continuing operations

 

(850)

(1,856)

Loss from discontinued operations

3

(68)

(313)





Total loss for the period attributable to shareholders of the parent


(918)

(2,169)





Loss per share from continuing operations




Basic and diluted

9

(1.85p)

(5.16p)





Loss per share from total operations



 

Basic and diluted


(1.99p)

(6.03p)


 

 


 

 

Consolidated statement of comprehensive income

 



 

 

30 June

30 June



2024

2023



£'000

£'000



 

 



 


Loss for the year

 

(918)

(2,169)


 



Other comprehensive income:

 



Items that will be reclassified subsequently to profit or loss:

 




 



Exchange differences on translation of foreign operations

 

48

33


 



Total other comprehensive income

 

48

33


 



Total comprehensive loss for the year attributable to shareholders of the parent

 

 

(870)

 

(2,136)


 



 

 

The accompanying accounting policies and notes on pages 28 to 59 form an integral part of these financial statements.

Consolidated balance sheet

 




 

 

30 June

30 June

1 July

 

 

2024

2023

2023

 

Notes

£'000

£'000

£'000

 


 

(Restated)

(Restated)

 


 



Assets

 

 

 

 

Non-current assets

 

 



Property, plant and equipment

10

115

160

98

Goodwill

11

-

-

988

Intangible assets

12

311

218

339

Trade and other receivables

15

22

25

26

 





 


448

403

1,451

 





Current assets





Trade and other receivables            

15

561

466

460

Cash and cash equivalents


4,091

5,557

915

 





 


4,652

6,023

1,375

 





Total assets


5,100

6,426

2,826

 





Equity and liabilities





Equity





Issued capital

20

93

92

53

Share premium


6,705

6,676

305

Share based payment reserve


48

22

341

Foreign exchange reserve


364

316

283

Retained earnings


(3,531)

(2,613)

(445)

 





 


3,679

4,493

537

 





Non-current liabilities





Borrowing - bank loans

17

9

20

41






 


9

20

41

 





Current liabilities





Trade and other payables

19

1,402

1,903

2,148

Borrowing - bank loans

17

10

10

13

Borrowing - lease liabilities


-

-

87

 





 


1,412

1,913

2,248

 





Total liabilities


1,421

1,933

2,289

 





Total equity and liabilities


5,100

6,426

2,826

 

 




 

The comparative information has been restated as a result of an error as discussed in note 2.

 

 

The financial statements on pages 21 to 59 were authorised for issue by the Board of Directors on 20 November 2024 and were signed on its behalf by:

 

 

 

 

Amit Tauman

CEO

Company number: 02374988

 

 

 

The accompanying accounting policies and notes on pages 28 to 59 form an integral part of these financial statements.

 

 

 

 

Company balance sheet


At 30 June

At 30 June

 

Note

2024

2023



£'000

£'000





Assets


 


Non-current assets


 


Property, plant and equipment

10

113

154

Intangible assets

12

311

218

Trade and other receivables            

15

22

25







446

397

 




Current assets




Trade and other receivables            

15

376

313

Cash and cash equivalents


4,026

5,301







4,402

5,614





Total assets


4,848

6,011





Equity and liabilities




Equity




Called up share capital

20

93

92

Share premium account


6,705

6,676

Share based payment reserve


48

22

Retained earnings


(3,408)

(2,653)







3,438

4,137





Non-current liabilities




Borrowings - bank loans

17

9

20

Deferred tax


104

104







113

124





Current liabilities




Trade and other payables

19

1,287

1,740

Borrowings - bank loans

17

10

10







1,297

1,750





Total liabilities


1,410

1,874





Total equity and liabilities


4,848

6,011









 

Company statement of comprehensive income

 

As permitted by Section 408 of the Companies Act 2006, the income statement and statement of comprehensive income of the parent company is not presented as part of these financial statements. The parent company's result after taxation for the financial year was a loss of £755,000 (2023:  loss of £2,146,000).

 

The accompanying accounting policies and notes on pages 28 to 59 form an integral part of these financial statements.

 

 

 

The financial statements on pages 21 to 59 were authorised for issue by the Board of Directors on 20 November 2024 and were signed on its behalf:

 

 

 

 

 

Amit Tauman

CEO

Company number: 02374988

 

 

 

 

Consolidated statement of changes in equity

 

 

Note

Share capital

Share premium

Share based payment reserve

Foreign exchange reserve

Retained earnings

 

Total equity

 

 


£'000

£'000

£'000

£'000

£'000

£'000

 








At 1 July 2022


53

305

341

283

340

1,322

Effect of prior year adjustment






(785)

(785)

 








Balance at 1 July 2022 - As restated


53

305

341

283

(445)

537

 








Transactions with equity shareholders:








Share issues

19

39

6,448

-

-

-

6,487

Cost associated with the issue of shares


-

(77)

-

-

-

(77)

Issue of options

20

-

-

1

-

-

1

Lapsed options

20

-

-

(320)

-

-

(320)

 








 


39

6,371

(319)

-

-

6,091

 








 








Loss for the year after tax


-

-

-

-

(2,168)

(2,168)









Other comprehensive income








Exchange differences on translation of foreign operations


 

-

 

-

 

-

 

33

 

-

 

33

 








Total other comprehensive income


-

-

-

33

-

33

 








Total comprehensive income


-

-

-

33

(2,168)

(2,135)

 








At 30 June 2023

 

92

6,676

22

316

(2,613)

4,493

 








Transactions with equity shareholders:








 








Issue of shares

19

1

29

-

-

-

30

Issue of options

20

-

-

26

-

-

26











-

29

26

-

-

56









Loss for the year after tax


-

-

-

-

(918)

(918)

 








 








Other comprehensive income








Exchange differences on translation of foreign operations


-

-

-

48

-

48

 





48

-

48

Total other comprehensive income








 








Total comprehensive income


-

-

-

48

(918)

(870)

 








At 30 June 2024

 

93

6,705

48

364

(3,531)

3,679

 








 

 

The accompanying accounting policies and notes on pages 28 to 59 form an integral part of these financial statements.

 Company statement of changes in equity

 

 

Note

Share capital

Share premium

Share based payment reserve

Retained earnings

 

 

 

Total equity

 

 

 

 


£'000

£'000

£'000

£'000

£'000








At 1 July 2022


53

305

341

(507)

192

 







Transactions with equity shareholders:







Issue of shares

19

39

6,448

-

-

6,487

Cost associated with the issue of shares


-

(77)

-

-

(77)

Issue of options

20

-

-

1

-

1

Lapsed options

20

-

-

(320)

-

(320)

 







 


39

6,371

(319)

-

6,091

 







Loss for the year after tax


-

-

-

(2,146)

(2,146)

 







Total comprehensive income for the year


-

-

-

(2,146)

(2,146)

 







At 30 June 2023

 

92

6,676

22

(2,653)

4,137

 







 







Transactions with equity shareholders:














Issue of shares

19

1

29

-

-

30

Issue of options

20

-

-

26

-

26

 







 







 


1

29

26

-

56

 







Loss for the year after tax


-

-

-

(755)

(755)








Total comprehensive income for the year


-

-

-

(755)

(755)

 







At 30 June 2024

 

93

6,705

48

(3,408)

3,438

 







 







 


 

 

The accompanying accounting policies and notes on pages 28 to 59 form an integral part of these financial statements.

 

Consolidated cash flow statement

 



 

 

12 months to

 30 June

12 months to

 30 June



2024

2023


Notes

£'000

£'000

 

 

 


Cash flows from continuing operating activities

 

 


Loss for the year from continuing operations

 

(850)

(1,855)

Net finance income received

7

(197)

(13)

Depreciation of property, plant & equipment

10

49

75

Amortisation of intangible assets

12

156

191

Disposal of intangible assets

12

30

-

Write off goodwill

11

-

978

Share based payments

21

26

(319)

Issue of shares as directors' compensation

19

30

-

Increase in trade and other receivables


(91)

(20)

Decrease in trade and other payables


(501)

(226)





Net cash generated by continuing operations


(1,348)

(1,189)





Cashflow from discontinued operating activities




Loss for the year from discontinued operations


(68)

(313)

Amortisation of intangible assets

12

-

23

Write off intangible assets

12

-

83

Decrease in trade and other receivables


-

14

Decrease in trade and other payables


-

(23)





Net cash generated by discontinued operations


(68)

(216)





Income tax receivable


-

-





Net cash generated by operating activities


(1,416)

(1,405)





Cash flows from financing activities




Proceeds from issue of share capital

20

-

6,410

Bank interest received


198

24

Repayment of loans

17

(9)

(24)

Principal element of lease liability

17

-

(91)

Lease interest paid

17

-

(4)

Other interest paid


(1)

(1)





Net cash generated by financing activities


188

6,314





Cash flows from investing activities




Payments for property, plant and equipment

10

(6)

(136)

Payment of website development costs

12

(279)

(175)





Net cash used by investing activities


(285)

(311)





Net increase in cash and cash equivalents


(1,513)

4,598

Exchange differences


47

44



 


Net increase in cash and cash equivalents


(1,466)

4,642

Cash and cash equivalents at the start of the period


5,557

915





Cash and cash equivalents at the end of the period


4,091

5,557

 

All financing and investing activities were continuing.

 

 

 

 

The accompanying accounting policies and notes on pages 28 to 59 form an integral part of these financial statements.



 

Company cash flow statement

 



 

 

12 months to

 30 June

12 months to

 30 June



2024

2023


Notes

£'000

£'000

 

 

 


Cash flows from operating activities

 

 


Loss for the period

 

(755)

(2,146)


 



Net finance income (received)/paid


(197)

1

Depreciation of property, plant & equipment

10

49

3

Amortisation of intangibles

12

156

191

Disposal of intangible assets

12

30

-

Impairment of investments


-

1,001

Share based payments - options/warrants

21

26

(319)

Issue of shares as directors' compensation

19

30


(Increase)/decrease in trade and other receivables


(58)

473

Decrease in trade and other payables


(459)

(509)





Net cash generated by operating activities


(1,178)

(1,305)









Cash flows from financing activities




Issue of share capital

20

-

6,410

Repayment of loans

17

(9)

(24)

Bank interest received


198

-

Interest paid


(1)

(1)





Net cash generated by financing activities


188

6,385





Cash flows from investing activities




Payments for property, plant and equipment

10

(6)

(133)

Payment of website development costs

12

(279)

(175)





Net cash used by investing activities


(285)

(308)





Net increase/(decrease) in cash and cash equivalents


(1,275)

4,772

Cash and cash equivalents at the start of the period


5,301

529





Cash and cash equivalents at the end of the period


4,026

5,301

 

 


 

The accompanying accounting policies and notes on pages 28 to 59 form an integral part of these financial statements.

 



Notes to the financial statements

 

1.      General information

 

The principal activity of ADVFN PLC ("the Company") and its subsidiaries (together "the Group") is the development and provision of financial information, primarily via the internet, research services and the development and exploitation of ancillary internet sites.

 

The principal trading subsidiaries are InvestorsHub.com Inc and N A Data Inc,.

 

The Company is a public limited company which is quoted on the AIM of the London Stock Exchange and is incorporated and domiciled in the UK. The address of the registered office is Suite 28, Ongar Business Centre, The Gables, Fyfield Road, Ongar, Essex, CM5 0GA.

 

The registered number of the company is 02374988.

 

2.      Summary of significant accounting policies

 

Basis of preparation

 

The consolidated and company financial statements are for the year ended 30 June 2024. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards as at 30 June 2024. The consolidated and company financial statements have been prepared under the historical cost convention and are presented in Sterling rounded to the nearest thousand (£'000) except where indicated otherwise.

 

The subsidiary companies Cupid Bay Limited, All IPO Plc and MJAC InvestorsHub International Conferences Ltd were dissolved during the year (Cupid Bay Limited and MJAC InvestorsHub International Conferences Ltd 21 November 2023, All IPO Plc 2 April 2024).

 

Prior year adjustment

 

The financial statements for the year ended June 2023 have been restated to correct for a prior period error. The intangible assets and the retained earnings have both been reduced by £785,000 which represents an intangible asset acquired as part of the historic acquisition of All IPO Plc. This asset had, incorrectly, not been amortised since its acquisition. Note 12 (Group), intangible assets, shows the effect of the restatement on the cost of the website development costs as at 1 July 2022. There is no impact on the basic or diluted earnings per share.

 

Assets had also been incorrectly allocated between the group companies, and this has been corrected in the Company as shown in note 12 (Company). There was no net impact of this on the Company financial statements.

 

Going concern

 

The financial statements have been prepared on the going concern basis which assumes the Group will continue in existence for the foreseeable future. The Directors have prepared a detailed forecast of future trading and cash flows for at least 12 months from when the accounts were approved. The forecasts take into consideration potential future growth of the business both in the UK and USA, the development of products that will enhance the growth of the business and the potential areas for additional cost saving if required. At 30 June 2024 the Group's cash balances amounted to £4,091,000. The Group's forecasts are based on an amalgamation of pessimistic, realistic and optimistic scenarios using a baseline of current year figures and applying known and expected changes for costs as revenues as well as a 3% inflationary increase. The forecasts show that the Group and the company have sufficient funding to enable them to carry on as a going concern for the next twelve months from the date of signing the audit report. The Directors are also planning on developing new products that will enhance the growth of the business and will consider further areas for additional cost saving if required. The directors have given due consideration to the two subsidiaries for whom ADVFN Plc has given guarantees under the audit exemption rules and do not consider this will affect the Group's risk position. Accordingly, the Directors have prepared these financial statements on the going concern basis.

 

Notes to the financial statements (continued)

 

Adoption of new and amended standards and interpretations

 

The following standards and interpretations apply for the first time to financial reporting periods commencing on or after 1 January 2023:

 

New standard or amendment

 

Effective date (annual periods beginning on or after):

IFRS 17 - Insurance Contracts 1 January 2023

 

Amendments to IFRS 17 - Insurance Contracts; and Extension of the Temporary Exemption from Applying IFRS 9 (Amendments to IFRS 4 Insurance Contracts)

 

1st January 2023

 

1st January 2023

Disclosure of Accounting Policies - Amendments to IAS 1 IFRS Practice Statement 2

 

1st January 2023

Definition of Accounting Estimates - Amendments to IAS 8

 

1st January 2023

Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to IAS 12

1st January 2023

International Tax Reform - Pillar Two Model Rules (Amendments to IAS 12)

1st January 2023

 

None of the standards or amendments which became effective in the year had a significant impact on the company.

 

New standard or amendment - issued but not yet effective in the year

As at 30 June 2024, the following standards and interpretations had been issued but were not mandatory for annual reporting periods ending on 30 June 2024.

 

New standard or amendment

 

Effective date (annual periods beginning on or after):

Classification of Liabilities as Current or Non-current - Amendments to IAS 1, Non-current liabilities with Covenants - Amendments to IAS 1

 

1st January 2024

Lease Liability in a Sale and Leaseback - Amendments to IFRS 16

 

1st January 2024

Supplier finance arrangements - Amendments to IAS 7 and IFRS 7

 

1st January 2024

Amendments to IAS 21 to clarify the accounting when there is a lack of exchangeability

 

1st January 2025

Classification and Measurement of Financial Instruments (Amendments IFRS 7 and IFRS 9)

1st January 2026

IFRS 18 Presentation and Disclosure in Financial Statements

 

1st January 2027

IFRS 19 Subsidiaries without Public Accountability: Disclosures

 

1st January 2027

 

The following IFRS Sustainability standards had been issued but were not mandatory for annual reporting periods ending on 30 June 2024.

 

New standard

 

Effective date (annual periods beginning on or after):

IFRS S1: General requirements for disclosure of sustainability-related financial information

 

1st January 2024

IFRS S2: Climate-related disclosures

 

1st January 2024

 

The company have not early adopted and standards or amendments which are not yet effective.

 

The Directors continue to monitor developments in the relevant accounting standards but do not believe that these changes will significantly impact the Group.

Notes to the financial statements (continued)

 

Summary of significant accounting policies (continued)

 

Basis of Consolidation

The Group's financial statements consolidate those of the parent company and all of its subsidiaries drawn up to 30 June 2024. The parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated on the date control ceases.

 

Inter-company transactions, balances and unrealised gains and losses (where they do not provide evidence of impairment of the asset transferred) on transactions between Group companies are eliminated.

 

Foreign currency translation

a)   Functional and presentational 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 Company's functional currency and the Group's and Company's presentational currency is Sterling.

b)   Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the reporting period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

c)   Group companies

The results and financial position of all Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

·    Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the balance sheet.

·    Income and expenses for each income statement are translated at the rate of exchange at the transaction date. Where this is not possible, the average rate for the period is used but only if there is no significant fluctuation in the rate and;

·    On consolidation, exchange differences arising from the translation of the net investment in foreign entities are recognised in other comprehensive income and accumulated in a separate component of equity. Post transition exchange differences are recycled to profit or loss as a reclassification adjustment upon disposal of the foreign operation.

 

Income and expense recognition

Revenue is the fair value of the total amount receivable by the Group for supplies of services. VAT or similar local taxes and trade discounts are excluded.

 

The revenues of the Group are accounted for under IFRS 15 'Revenue from contracts with customers' and reported as follows:

·         Subscriptions - both monthly and annual subscriptions are offered and the price for the subscription is quoted on the website. Contract liability for annual subscriptions is recognised on a time basis with equal monthly transfers to the income statement to allocate the recognition across the period of service provision.  Payment is received in advance of subscription fulfilment.

·         Advertising - fees for advertising are recognised when the service obligations are fulfilled and are subject to agreement by a written contract which includes pricing. Where there are multiple obligations amounts specific to that obligation are transferred to the income statement.  Payment terms are 30 days following invoicing.

 

Interest income and expenditure are reported on an accruals basis. Operating expenses are recognised in the income statement upon utilisation of the service or at the date of their origin.

 

Employee benefits

The cost of pensions in respect of the Group's defined contribution scheme is charged to profit or loss in the period in which the related employee services were provided.

 

Non-recurring items

In the prior year certain administrative costs have been shown separately under the heading of "Administrative expenses - non-recurring items". The Directors consider these items to be unusual, one-off costs that are unlikely to reoccur in subsequent financial years. A breakdown of these costs is shown in note 6.

 

 



Notes to the financial statements (continued)

 

Summary of significant accounting policies (continued)

 

Intangible assets

- Licences

Licences are recognised at cost less any subsequent impairment and amortisation charges, they are amortised over a five-year period on a straight-line basis.

 

- Internally generated intangible assets

An internally generated intangible asset (website and mobile application) arising from development (or the development phase) of an internal project is recognised if, and only if, all of the following have been demonstrated:

 

·           the technical feasibility of completing the intangible asset so that it will be available for use or sale

·           the intention to complete the intangible asset and use or sell it

·           the ability to use or sell the intangible asset

·           how the intangible asset will generate probable future economic benefits

·           the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset

·           the ability to measure reliably the expenditure attributable to the intangible asset during its development.

 

The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally generated intangible asset can be recognised, development expenditure is charged to profit or loss in the period in which it is incurred.

 

Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses. Internally generated intangibles not yet in use are subject to annual impairment testing.

 

Internally generated intangible assets are amortised over three to five years. Amortisation commences when the asset is made available for use.

 

Research expenditure is recognised as an expense in the period in which it is incurred.

 

- Intangible assets purchased

Intangible assets are purchased when the opportunity arises and capitalised at cost (fair value). Purchased intangible assets are amortised over their useful lives estimated at between 5 and 10 years. Subsequent to initial recognition, purchased intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses.

 

Property, plant and equipment

Property, plant and equipment are recorded at cost net of accumulated depreciation and any provision for impairment. Depreciation is provided using the straight-line method to write off the cost of the asset less any residual value over its useful economic life. The residual values of assets are reviewed annually and revised where necessary.  Assets' useful economic lives are as follows:

 

Leasehold improvements                 The shorter of the useful life of the asset or the term of the lease (1 to 3 years)

Computer equipment                         33% per annum over 3 years

Office equipment                                20% per annum over 5 years

Right of use lease assets                   The earlier of the end of the useful life of the asset or the end of the lease term

 

Impairment

For the purposes of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash flows. As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level.

 

Goodwill, other individual assets or cash-generating units that include goodwill and those intangible assets not yet available for use are tested for impairment at least annually. All other individual assets or cash-generating units are tested 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 carrying amount exceeds the recoverable amount of the asset or cash-generating unit. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use based on an internal discounted cash flow evaluation. The cashflow evaluations are a result of the Director's estimation of future sales and expenses based on their past experience and the current market activity within the business.  With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist.

 

 


 

 

Notes to the financial statements (continued)

 

Summary of significant accounting policies (continued)

 

Financial assets

On initial recognition, the financial assets of the Group were all classified as financial assets at fair value through profit or loss. The classification depends on the purpose for which the financial assets were acquired. At the reporting year-end the financial assets of the Group were all classified as financial assets at fair value through profit or loss.

 

Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

 

Trade receivables

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers but also incorporate other types of contractual monetary assets.

 

They are initially recognised at fair value and measured subsequent to initial recognition at amortised cost using the effective interest method, less any impairment loss.

 

The Group's financial assets comprise trade receivables, other receivables (excluding prepayments) and cash and cash equivalents.

 

Trade and other receivables - impairment

The Group applies an expected credit loss model to calculate the impairment losses on its trade receivables.  The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables. Trade receivables at the balance sheet date have been put into groups based on days past the due date for payment and an expected loss percentage has been applied to each group to generate the expected credit loss provision for each group and a total expected credit loss provision has thus been calculated.

 

Other receivables

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the deposits given for short term rental of properties. They are initially recognised at fair value and measured subsequent to initial recognition at the value expected to be received back when the properties are vacated.  

 

 

Financial liabilities

The Group's financial liabilities include trade and other payables and borrowings which include lease liabilities.

 

Financial liabilities are recognised when the Group becomes a party to the contractual agreements of the instrument. All interest related charges are recognised as an expense in the income statement.

 

Trade payables are recognised initially at their fair value, net of transaction costs and subsequently measured at amortised costs less settlement payments.

 

Other liabilities are recognised initially at their fair value, net of transaction costs and subsequently measured at amortised costs less settlement payments

 



Notes to the financial statements (continued)

 

Summary of significant accounting policies (continued)

 

Income taxes

Current income tax assets and liabilities comprise those obligations to fiscal authorities in the countries in which the Group carries out its operations. They are calculated according to the tax rates and tax laws applicable to the fiscal period and the country to which they relate. All changes to current tax liabilities are recognised as a component of tax expense in the income statement unless the tax relates to an item taken directly to equity in which case the tax is also taken directly to equity. Tax relating to items recognised in other comprehensive income is recognised in other comprehensive income. 

 

Deferred income taxes are calculated using the liability method on temporary differences.  Deferred tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases.  However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit.  Deferred tax on temporary differences associated with shares in subsidiaries and joint ventures is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future.  In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets.

 

Deferred tax liabilities are always provided for in full. Deferred tax assets such as those resulting from assessing deferred tax on the expense of share-based payments, are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet date.

 

Provisions, contingent liabilities and contingent assets

Provisions are recognised when the present obligations arising from legal or constructive commitment resulting from past events, will probably lead to an outflow of economic resources from the Group which can be estimated reliably.

 

Provisions are measured at the present value of the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the balance sheet date.

 

All provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

 

Share based employee compensation

The Group operates equity settled share-based compensation plans for remuneration of its employees.

 

All employee services received in exchange for the grant of any share-based compensation are measured at their fair values. These are indirectly determined by reference to the share options awarded. Their value is appraised at the grant date and excludes the impact of any non-market vesting conditions (e.g. profitability or sales growth targets).

 

All share-based compensation is ultimately recognised as an expense in the income statement with a corresponding credit to the share-based payment reserve, net of deferred tax where applicable. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. No adjustment to expense recognised in prior periods is made if fewer share options ultimately are exercised than originally estimated.

 

Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, up to the nominal value of the shares issued are reallocated to share capital with any excess being recorded as additional share premium.

 

Where modifications are made to the vesting or lapse dates of options the excess of the fair value of the revised options over the fair value of the original options at the modification date is expensed over the remaining vesting period.

 

Dividends

During the year, no dividends (2023: £Nil) were paid. The board is not recommending the payment of any further dividends in the current financial year.

 

Final equity dividends to the shareholders of ADVFN plc are recognised in the period that they are approved by shareholders. Interim equity dividends are recognised in the period that they are paid.

 

Dividends receivable are recognised when the Company's right to receive payment is established.

 

 


 

Notes to the financial statements (continued)

 

Summary of significant accounting policies (continued)

 

Equity

Issued capital

Ordinary shares are classified as equity. The nominal value of shares is included in issued capital.

Share premium

The share premium account represents the excess over nominal value of the fair value of consideration received for equity shares, net of the expenses of the share issue.

Share based payment reserve

The share-based payment reserve represents equity settled share-based employee remuneration until such share options are exercised.

Foreign exchange reserve

The foreign exchange reserve represents foreign exchange gains and losses arising on translation of investments in overseas subsidiaries into the consolidated financial statements.

Retained earnings

The retained earnings include all current and prior period results for the Group and the post-acquisition results of the Group's subsidiaries as determined by the income statement.

 

 

Use of key accounting estimates and judgements

Many of the amounts included in the financial statements involve the use of judgement and/or estimation. These judgements and estimates are based on management's best knowledge of the relevant facts and circumstances, having regard to prior experience, but actual results may differ from the amounts included in the financial statements. Information about such judgements and estimates is contained in the accounting policies and/or the notes to the financial statements and the key areas are summarised below:

 

Judgements in applying accounting policies

a)      Capitalisation of development costs in accordance with IAS 38 requires analysis of the technical feasibility and commercial viability of the project in the future. This in turn requires a long-term judgement to be made about the development of the industry in which the development will be marketed. Where the directors consider that sufficient evidence exists surrounding the technical feasibility and commercial viability of the project, which indicate that the costs incurred will be recovered they are capitalised within intangible fixed assets. The amount of the capitalisation is based on estimates to judge the percentage of the time relevant staff spend on projects as specific timesheets are not maintained. Where insufficient evidence exists, the costs are expensed to the income statement.

b)      The directors have used their judgement to decide whether the Group should be treated as a going concern and continue in existence for the foreseeable future. Having considered the latest Group forecasts, which cover a period of eighteen months from the balance sheet date, together with the cash resources available to them, the directors have judged that it is appropriate for the financial statements to be prepared on the going concern basis.

c)      The application of IFRS 15 - Revenue from contracts with customers requires an assessment of the elements of the contract to separate potentially bundled services requiring different treatment, the recognition of revenue at the point of performance obligations and the assessment of the correct amount of revenue for each of those obligations.

d)      The directors have used their judgement to assess the valuation of the call option agreed on 3 May 2023 to purchase 50% of ADVFN Brasil Ltda within the next 3 years. Management have considered the future performance of the business and have judged that this will remain out of the money for the remainder of its existence and therefore continues to have no intrinsic value.

 

Sources of estimation uncertainty

Determining whether intangible assets are impaired requires an estimation of the value in use of the cash generating unit to which the intangibles have been allocated. The carrying value of the investments are also assessed annually, to consider whether a reversal of the full impairment done in the year ended 30 June 2024 would be appropriate. The value in use calculations require an estimation of the future cash flows expected to arise from the cash generating units and a suitable discount rate in order to calculate a suitable present value.

 


 

 

Notes to the financial statements (continued)

 

3.      Segmental analysis

 

The directors identify operating segments based upon the information which is regularly reviewed by the chief operating decision maker. The Group considers that the chief operating decision makers are the executive members of the Board of Directors. The Group has identified two reportable operating segments, being that of the provision of financial information and that of other services. The provision of financial information is made via the Group's various website platforms.

 

The parent entity's operations are entirely of the provision of financial information.

 

Three minor operating segments, for which IFRS 8's quantitative thresholds have not been met, are currently combined below under 'other'. The main sources of revenue for these operating segments are the provision of financial broking services, financial conference events and other internet services not related to financial information. Segment information can be analysed as follows for the reporting period under review.

 

 

2024

Continuing operations

Discontinued


 

 

Provision of financial information

Other

Total


Total


£'000

£'000

£'000

£'000

£'000







Revenue from external customers

4,441

-

4,441

-

4,441

Depreciation and amortisation

(205)

-

(205)

-

(205)

Other operating expenses

(4,989)

(359)

(5,348)

(68)

(5,416)







Segment operating loss

(753)

(359)

(1,112)

(68)

(1,180)







Other income

2

-

2

-

2

Interest income

198

-

198

-

198

Interest expense

(1)

-

(1)

-

(1)







Segment assets

5,074

26

5,100

-

5,100

Segment liabilities

(1,420)

(1)

(1,421)

-

(1,421)

Purchases of non-current assets

(285)

-

(285)

-

(285)







 

 

2023

Continuing operations

Discontinued


 

 

Provision of financial information

Other

Total


Total


£'000

£'000

£'000

£'000

£'000







Revenue from external customers

5,445

-

5,445

16

5,461

Depreciation and amortisation

(266)

-

(266)

(23)

(289)

Other operating expenses

(5,666)

(282)

(5,948)

(306)

(6,254)

Non-recurring iterms

(1,178)

-

(1,178)

-

(1,178)







Segment operating loss

(1,665)

(282)

(1,947)

(313)

(2,260)







Other income

20

-

20

-

20

Interest income

24

-

24

-

24

Interest expense

(11)

-

(11)

-

(11)







Segment assets

6,135

981

7,116

95

7,211

Segment liabilities

(1,784)

(22)

(1,806)

(27)

(1,833)

Purchases of non-current assets

(311)

-

(311)

-

(311)

 

 


 

Notes to the financial statements (continued)

 

Segmental analysis (continued)

 

The Group's revenues from all operations, which wholly relate to the sale of services, from external customers and its non-current assets, are divided into the following geographical areas:

 

Revenue

Non-current assets

Revenue

Non-current assets


2024

2024

2023

2023


£'000

£'000

£'000

£'000


 

 



UK (domicile)

2,370

497

2,651

1,184

USA

1,849

-

2,659

983

Other

222

-

151

-







4,441

497

5,461

2,167






Revenues are allocated to the country in which the customer resides. During both 2024 and 2023 no single customer accounted for more than 10% of the Group's total revenues.

 

 

4.      Operating loss

 

2024

2023

Operating loss has been arrived at after charging:

£'000

£'000


 


Foreign exchange loss

8

7

Depreciation and amortisation:



Depreciation of property, plant and equipment:

49

75

Amortisation of intangible assets from continuing and discontinued operations

156

214


 


Employee costs (Note 5)

2,228

2,837




Lease payments on land and buildings (Note 22)

-

91

Audit and non-audit services:



Fees payable to the company's auditor for the audit of the Group's annual accounts

89

87

 

Remuneration of key senior management for Group and Company


2024

2023


£'000

£'000

Key senior management comprises only directors

 


Salary and fees

494

697

Share based payments

17

1

Post-employment benefits - defined contribution pension plans

-

6





511

704

 

Highest paid director



Salary and fees

200

200

Share based payments

15

1





215

201

 

Details of the directors' emoluments, together with other related information, are set out in the Remuneration Report

on page 15.

 

 

 


 

 

Notes to the financial statements (continued)

 

5.             Employees

 

GROUP

 

2024

2023


£'000

£'000

Employee costs (including directors):

 


Wages and salaries

1,991

2,581

Social security costs

160

224

Pension costs

21

31

Share based payments

26

1

Payments made in shares

30

-





2,228

2,837



 

The average number of employees during the year was made up as follows:

No.

No.



 

Development

6

4

Sales and Administration

17

27





23

31

 

COMPANY



2024

2023



£'000

£'000

Employee costs (including directors):


 


Wages and salaries


1,337

1,359

Social security costs


108

135

Pension


20

28

Share based payments


56

1







1,521

1,523





 

The average monthly number of employees during the year was as follows:


No.

No.





Development


3

3

Sales and Administration


13

13







16

16





Details of the directors' emoluments, together with other related information, are set out in the Remuneration Report

on page 15.

 

6.             Non-recurring items

 

GROUP AND COMPANY

 

2024

2023


£'000

£'000


 


Write off goodwill related to IHUB

-

978

Costs relating to the exit of directors

-

200


-

1,178

 

In the prior year the goodwill on the investment in IHUB was impaired during the review of the valuation of the investments. There were further legal fees incurred relating to the exit of the previous directors.

 


 

 

Notes to the financial statements (continued)

 

7.             Finance income and expense

 

GROUP

 

2024

2023


£'000

£'000


 


Finance income:

 


Bank interest

198

24

Finance expense:

 


Lease interest

-

(4)

Bank interest

(1)

(7)

 

 

GROUP

 

2024

2023


£'000

£'000

 

 


Current Tax:

 


UK corporation tax on losses for the year

(38)

(58)

Adjustments in respect of prior periods

(25)

-




Total current taxation

(63)

(58)




Deferred tax



Origination and reversal of timing differences

106

88

Carried forward losses (DTA)

(106)

(88)

Taxation

(63)

(58)

 

 

The tax assessed for the year is different from the standard rate of corporation tax as applied in the respective trading domains where the Group operates. The differences are explained below:

 

2024

2023


£'000

£'000


 


Loss before tax from total operations

(981)

(2,227)

Loss before tax multiplied by the respective standard rate of corporation tax applicable in the UK (25.00%) (2023: 19.00%)

 

(245)

 

(423)




Effects of:



Non-deductible expenses

3

178

Capital allowances

7

(25)

Enhanced Research & Development expenditure

(44)

(43)

Surrender of tax losses for R & D tax credit

96

77

Current year R&D tax credit

(38)

(58)

Effect of discontinued operations

-

60

Effect of difference in tax rates

30

(21)

Effect of losses utilised against other income

49

-

Consolidation adjustments - no tax effect

104

197




Tax credit for the year

(38)

(58)

 

The Group has not applied the new Pillar 2 Model rules, as these apply only to multinational entities with revenue in excess of €750 million.

 


 

 

Notes to the financial statements (continued)

 

9.     Loss per share


12 months to

 30 June

12 months to

 30 June


2024

2023


£'000

£'000


 


Loss for the year attributable to equity shareholders from continuing operations

(850)

(1,856)




Loss for the year attributable to equity shareholders from total operations

(918)

(2,169)




Weighted average number of shares



Prior year: number of shares in issue prior to rights issue

-

26,315,318

Prior year correction for deemed rights issue

-

169,179




Deemed number of shares before rights issue

-

26,484,497




Weighted average shares



26,484,497 x 188/365 (prior to rights issue)

-

13,641,330

46,004,758 x 177/365 (post rights issue)

-

22,309,157







Weighted average number of shares used as the denominator for calculating basic and diluted loss per share.

46,039,279

35,950,487




Loss per share for the year attributable to equity shareholders from continuing operations:



Basic and diluted

(1.85p)

(5.16p)




Loss per share for the year attributable to equity shareholders from discontinued operations:



Basic and diluted

(0.14p)

(0.87p)




Total loss per share for the year attributable to equity shareholders:



Basic and diluted

(1.99p)

(6.03p)




 

Where a loss has been recorded for the year the diluted loss per share does not differ from the basic loss per share.

 

Where a profit has been recorded but the average share price for the year remains under the exercise price the existence of options is not normally dilutive. However, whilst the average exercise price of all outstanding options is above the average share price there are a number of options which are not. Under these circumstances those options where the exercise price is below the average share price are treated as dilutive.

 

During the prior year, the company made a rights issue (Note 20). On 16 May 2024, 280,000 shares were issued.

 

 


 

 

Notes to the financial statements (continued)

 

10.          Property, plant and equipment

 

GROUP

 

Leasehold property improvements

Computer equipment

Office equipment

Right of use lease assets

Total


£'000

£'000

£'000

£'000

£'000

Cost






At 1 July 2022

48

435

308

349

1,140

Additions

-

132

4

-

136

Disposal

-

-

-

(349)

(349)

FX difference

-

-

(11)

-

(11)







At 30 June 2023

48

567

301

-

916







Additions

-

6

-

-

6

Disposal

-

(4)

(6)

-

(10)

FX difference

-

-

-

-

-







At 30 June 2024

48

569

295

-

912







Depreciation






At 1 July 2022

48

411

307

276

1,042

Charge for the year

-

2

-

73

75

Disposal

-

-

-

(349)

(349)

FX difference

-

-

(12)

-

(12)







At 30 June 2023

48

413

295

-

756







Charge for the year

-

47

2

-

49

Disposal

-

(4)

(1)

-

(5)

FX difference

-

-

(3)

-

(3)







At 30 June 2024

48

456

293

-

797







Net book value






At 30 June 2024

-

113

2

-

115

At 30 June 2023

-

154

6

-

160







 

Charge over assets

 

A fixed and floating charge is held by Barclays Bank which covers all the property and undertakings of the company against the provision of any loan, debenture or other bank liability.

Notes to the financial statements (continued)

 

Property, plant and equipment (continued)

 

COMPANY

 

Leasehold property improvements

Computer equipment

Office equipment

Total


£'000

£'000

£'000

£'000

Cost





At 1 July 2022

48

430

106

584

Additions

-

133

-

133

Disposals

-

-

-

-






At 30 June 2023

48

563

106

717






Additions

-

6

-

6






At 30 June 2024

48

569

106

723






Depreciation





At 1 July 2022

48

406

106

560

Charge for the year

-

3

-

3






At 30 June 2023

48

409

106

563






Charge for the year

-

47

-

47






At 30 June 2024

48

456

106

610






Net book value





At 30 June 2024

-

113

-

113

At 30 June 2023

-

154

-

154






 

11.          Goodwill

 

GROUP




£'000





At 1 July 2022



988

Exchange differences



(10)

Impairment



(978)





At 30 June 2023



-





Exchange differences



-

Impairment



-





At 30 June 2024



-





 

 

The goodwill carried in the balance sheet was attributable to InvestorsHub.com Inc.

 

During the year ended 30 June 2023, the goodwill was fully impaired.

 

 

 

 

Notes to the financial statements (continued)

 

12.          Other intangible assets

 

GROUP


Licences

Brands & subscriber lists

Website development costs

Mobile application

Software

Crypto-currencies

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

As restated

 

 

 

 

 

 

 

Cost or valuation






 

 







 

 

At 1 July 2022 (restated)

162

2,129

1,764

10

220

1

4,286

Additions

-

-

175

-

-

-

175

Disposals

-

-

-

-

(220)

-

(220)









At 30 June 2023

162

2,129

1,939

10

-

1

4,241

Additions

-

-

278

-

-

-

278

Disposals

(62)

(607)

(182)

-

-

-

(851)









At 30 June 2024

100

1,522

2,035

10

-

1

3,668









Amortisation
















At 1 July 2022 (restated)

162

2,129

1,531

10

115

-

3,947

Charge for the year

-

-

191

-

23

-

214

Disposals

-

-

-

-

(138)


(138)









At 30 June 2023

162

2,129

1,722

10

-

-

4,023

Charge for the year

-

-

156

-

-

-

156

Disposals

(62)

(607)

(153)

-

-

-

(822)









At 30 June 2024

100

1,522

1,725

10

-

-

3,357









Net book value








At 30 June 2024

-

-

310

-

-

1

311

At 30 June 2023

-

-

217

-

-

1

218









 

Website development costs, mobile applications and software are internally generated assets. £148,000 of the £278,000 additions during the year are still 'under construction' and therefore do not meet the criteria for amortisation yet.

 

The opening balances as at 1 July 2022 have been restated. Details of the restatement can be found in Note 2.

 

All additions are internally generated by capitalisation of development work on websites and software projects.

 

The directors are satisfied that no indication of impairment exists in respect of these assets.

 



Notes to the financial statements (continued)

 

Other intangible assets (continued)

 

COMPANY

 


Licenses

Mobile application

Website development

Crypto-currencies

Total



£'000

£'000

£'000

£'000

£'000

As restated


 

 

 

 

 

Cost














At 1 July 2022 (restated)


100

10

1,764

1

1,875

Additions


-

-

175

-

175

Disposals


-

-

-

-

-








At 30 June 2023


100

10

1,939

1

2,050

Additions


-

-

278

-

278

Disposals


-

-

(182)

-

(182)








At 30 June 2024


100

10

2,035

1

2,146








Amortisation














At 1 July 2022 (restated)


100

10

1,531

-

1,641

Charge for the year


-

-

191

-

191

Disposals


-

-

-

-

-








At 30 June 2023


100

10

1,722

-

1,832

Charge for the year


-

-

156

-

156

Disposals


-

-

(153)


(153)








At 30 June 2024


100

10

1,725

-

1,835








Net book value







At 30 June 2024


-

-

310

1

311

At 30 June 2023


-

-

217

1

218








 

Website development costs, mobile applications and software are internally generated assets. £148,000 of the £278,000 additions during the year are still 'under construction' and therefore do not meet the criteria for amortisation yet.

 

The opening balances as at 1 July 2022 have been restated. Details of the restatement can be found in Note 2.

 

All additions are internally generated by capitalisation of development work on websites and software projects.

 

The directors are satisfied that no indication of impairment exists in respect of these assets.

 

 

Notes to the financial statements (continued)

 

13.          Subsidiary companies consolidated in these accounts

 

COMPANY




Subsidiaries




£'000

 


 


At 1 July 2022


 

1,001

Impairment


 

(1,000)

Write offs


 

(1)





30 June 2023



-









30 June 2024



-

 




 

In the prior year, the investment in InvestorsHub.com Inc was fully impaired. There have been no indications that any reversal of the impairment should be considered.

 

 

 

Country of incorporation

% interest in

 ordinary shares

Principal activity

Registered address



30 June 2024





 



Fotothing Limited

England & Wales

100.00

Dormant

Suite 28 Ongar Business Centre, The Gables, Ongar, England, CM5 0GA

NA Data Inc.

USA

100.00

Office services

P.O. Box 780

Harrisonville Mo. 64701

InvestorsHub.com Inc.

USA

100.00

Financial information web site

As NA Data Inc.

ADVFN Brazil Limited

England & Wales

100.00

Dormant

As Fotothing Limited

Advfn IL Limited

Israel

100.00

Dormant

Rothschild 45, Tel-Aviv.

Cupid Bay Limited (dissolved 21 November 2023)

England & Wales

100.00

Dissolved

N/A

MJAC InvestorsHub International Conferences Limited (Dissolved 21 November 2023)

England & Wales

100.00

Dissolved

N/A

All IPO Plc (Dissolved 2 April 2024)

England & Wales

100.00

Dissolved

N/A

 

 


 

Notes to the financial statements (continued)

 

 

14.          Deferred tax

 

GROUP

The following are the major deferred tax liabilities and assets recognised by the Group and the movements thereon during the current and prior periods:


Website development & software costs

UK tax losses

Total


£'000

£'000

£'000




 

At 30 June 2022

(387)

387

-

Credit/(charge) to profit or loss

(88)

88

-




 

At 30 June 2023

(475)

475

-

Credit/(charge) to profit or loss

(106)

106

-




 

At 30 June 2024

(581)

581

-

 

Deferred tax in ADVFN Plc amounted to £105,900 and nil in subsidiary companies. The deferred tax liability for the temporary difference has been recognised at 25% as per the future tax rate which has increased the deferred tax liability by £105,900. The deferred tax asset for the losses has also been recognised at 25% as per the future tax rate.

 

 

Certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances, after offset, for the purposes of financial reporting:

 

2024

2023


£'000

£'000


 


Deferred tax liabilities

 


-       Website development & software costs

(106)

(88)

Deferred tax assets



-       UK tax losses

106

88





-

-




 

At the balance sheet date the Group had unused tax losses of £3,688,436 (2023: £5,802,000) available for offset against future profits. The Group has surrendered losses of £382,000 for the R&D tax credit for the year. A deferred tax asset has been recognised in respect of £423,000 (2023: £350,000) of such losses, as these losses would offset any taxable profits arising as a result of the unwinding of the deferred tax liability in respect of website development costs. No deferred tax asset has been recognised in respect of the remaining £3,260,000 (2023: £5,452,000) due to the unpredictability of future profit streams. Substantially all of the losses may be carried forward indefinitely.

 

 

COMPANY

 

The Deferred Tax Liability in the ADVFN company is due to the temporary difference between the accounting base and tax base for the Intangible - Website development, temporary difference £340,000 and deferred tax liability £85,000 and for Computer Equipment, temporary difference £84,000 and deferred tax liability £21,000.

 



Notes to the financial statements (continued)

 

15.          Trade and other receivables

 

GROUP

 

2024

2023


£'000

£'000


 

 

Non-current assets

 


Other receivables

22

25







Current assets



Trade receivables - gross

368

257

Less: provision for impairment - expected loss

(38)

(14)

Less: provision for impairment - specific

(3)

(9)

Trade receivables - net

327

234

Prepayments and accrued income

87

124

Other receivables

27

26

Recoverable corporation tax

120

82




Total trade and other receivables

561

466




The ageing of trade receivables is as follows:

 

2024

2023


£'000

£'000


 


Not past due and not impaired

193

192

Past due but not impaired

172

56

Past due and fully impaired

3

9

Trade receivables - gross

368

257




 

Not past due and not impaired

193

192

Past due but not impaired:



Up to 30 days

4

28

31 to 60 days

11

1

61 to 90 days

24

15

Over 90 days

133

12


172

56

Receivables not impaired

365

248

Past due but fully impaired

3

9

Less impairment provision

(41)

(23)

Trade receivables - net

327

234




 

Provision for impairment:


2024

2023


£'000

£'000


 


Opening

23

20

Additional provision recognised

18

3

Closing

41

23




 

The Directors consider that the carrying amount of trade and other receivables in both the Group and Company is approximately equal to their fair value.

 

 

 



Notes to the financial statements (continued)

 

COMPANY

 

2024

2023


£'000

£'000


 

 

Non-current assets

 


Other receivables

22

25







Current assets



Trade receivables - gross

167

123

Less: provision for impairment - expected loss

(8)

(7)

Less: provision for impairment - specific

(1)

(9)

Trade receivables - net

158

107

Prepayments and accrued income

83

102

Other receivables

15

21

Recoverable corporation tax

120

82

Amounts owed by Group undertakings

-

-




Total trade and other receivables

376

313




The ageing of trade receivables is as follows:

 

2024

2023


£'000

£'000


 


Not past due and not impaired

127

84

Past due but not impaired

39

30

Past due and fully impaired

1

9

Trade receivables - gross

167

123




 

Not past due and not impaired

127

84

Past due but not impaired:



Up to 30 days

2

21

31 to 60 days

2

-

61 to 90 days

3

7

Over 90 days

32

11


39

39

Receivables not impaired

166

114

Past due and fully impaired

1

9

Less impairment provision

(9)

(16)

Trade receivables - net

158

107




 

Provision for impairment:


2024

2023


£'000

£'000


 


Opening

16

10

Movement in the year

(7)

6

Closing

9

16




The Directors consider that the carrying amount of trade and other receivables in both the Group and Company is approximately equal to their fair value.

 

 


 

 

Notes to the financial statements (continued)

 

16.          Credit quality of financial assets

 

An impairment provision has been calculated on the basis of expected credit losses ("ECL") as required under IFRS 9.

 

GROUP

As of 30 June 2024, trade receivables of £172,000 (2023: £56,000) were past due but not impaired (see note 15). These relate to a number of independent customers for whom there is no recent history of default.

 

Expected credit loss provision

2024

2023


£'000

%

£'000

£'000




 


Not past due

192

1%

2

192

Not more than 3 months

40

5%

2

28

More than 3 months but not more than 6 months

39

15%

6

1

More than 6 months but not more than 1 year

75

25%

18

15

More than 1 year

19

50%

10

12







365


38

248






Impaired receivables allowance account

 

2024

2023

Specific provision

£'000

£'000

 

 


At 1 July

9

2

Utilised during the year

(8)

(3)

Created during the year

2

10




At 30 June

3

9

 



 



 

The carrying amount of the Group's trade receivables is denominated in the following currencies:

 

2024

2023


£'000

£'000


 


Sterling

84

62

Euro

11

3

US dollar

232

169





327

234




 



Notes to the financial statements (continued)

 

Credit quality of financial assets (continued)

 

COMPANY

As of 30 June 2024, trade receivables of £39,000 (2023: £30,000) were past due but not impaired (see note 15). These relate to a number of independent customers for whom there is no recent history of default.

 

Expected credit loss provision

2024

2023


£'000

%

£'000

£'000




 


Not past due

128

1%

1

84

Not more than 3 months

7

5%

-

18

More than 3 months but not more than 6 months

14

15%

2

-

More than 6 months but not more than 1 year

15

25%

4

3

More than 1 year

2

50%

1

9







166


8

114






Impaired receivables allowance account

 

2024

2023

Specific provision

£'000

£'000

 

 


At 1 July

9

2

Utilised during the year

(10)

(3)

Created during the year

2

10




At 30 June

1

9

 

The carrying amount of the Company's trade receivables is denominated in the following currencies:

 


2024

2023



£'000

£'000



 


Sterling


85

70

Euro


11

3

US dollar


62

34







158

107





 



Notes to the financial statements (continued)

 

17.          Interest bearing borrowings

 

Bank loans

As a result of the COVID-19 pandemic the Directors considered it prudent to take further steps to ensure that short term cashflow did not present a problem for the Group. Short term finance offered under the Business Bounce Back loan scheme provided an additional layer of protection whilst the economy rides out the effects of the pandemic. The UK loan is charged at 2.5% over 6 years with an interest and payment free period for the first 12 months.

 

Lease liabilities

The carrying value of the lease liabilities is included in the borrowing classification. There are no leases carried in the Company. For further details please see Note 22.

 

GROUP


2024

2023


£'000

£'000

Non-current

 


Bank loans

9

20





9

20




Brought forward

20

41

Cash flows

(12)

(22)

Interest and fees

1

1




As at 30 June

9

20




Current



Bank loans

10

10

Lease liability

-

-




 

10

10

 



Brought forward

10

100

Cash flows

-

(94)

Interest and fees

-

4




As at 30 June

10

10

 



Notes to the financial statements (continued)

 

Interest bearing borrowings (continued)

 

COMPANY


2024

2023


£'000

£'000

Non-current

 


Bank loans

9

20










Brought forward

20

41

Cash flows

(12)

(20)

Interest and fees

1

1




As at 30 June

9

20




Current



Bank loans

10

10




 



 



Brought forward

-

13

Cash flows

-

(4)

Interest and fees

-

1




As at 30 June

10

10

 

Changes in liabilities arising from financing activities

 

GROUP


2023

Cash movements

Non-cash movements

2024


£'000

£'000

£'000

£'000


 

 

 

 

Long term borrowing

30

(12)

1

19






 

COMPANY


2023

Cash movements

Non-cash movements

2024


£'000

£'000

£'000

£'000


 

 

 

 

Long term borrowing

30

(12)

1

19








Notes to the financial statements (continued)

 

18.          Financial instruments

 

GROUP

Categories of financial instrument

2024

2023


£'000

£'000

Non-current

 


Trade and other receivables - at amortised cost 

22

25




Current



Trade and other receivables - at amortised cost

355

260




Cash and cash equivalents

4,091

5,557




Financial assets

4,468

5,842




Non-current



Borrowings

9

20




Current



Borrowings - at amortised cost

10

10




Trade and other payables - at amortised cost

743

1,136


 


Financial liabilities

753

1,146


 


COMPANY

Categories of financial instrument

2024

2023


£'000

£'000

Non-current

 


Trade and other receivables - at amortised cost 

22

25




Current



Trade and other receivables - at amortised cost 

172

107




Cash and cash equivalents

4,026

5,301




Financial assets

4,220

5,433




Non-current



Borrowings - at amortised cost

9

20




Current



Borrowings

10

10




Trade and other payables - at amortised cost

708

1,073




Financial liabilities

718

1,083




 



Notes to the financial statements (continued)

 

19.          Trade and other payables

 

GROUP

 

2024

2023


£'000

£'000

 

 


Trade payables

447

771

Social security and other taxes

80

119

Accrued expenses

211

235

Contract liability

577

647

Other payables

85

131





1,402

1,903

 

During the reporting period, for the Group, £647,000 of revenue was recognised that had been included in the contract liability at the beginning of the period.

 

COMPANY




2024

2023

 

 


£'000

£'000


 




Trade payables

 


427

758

Other tax and social security

 


80

112

Accruals

 


199

207

Contract liability

 


498

554

Other payables

 


83

109

Amounts owed to Group undertakings

 


-

-


 





 


1,287

1,740

 

During the reporting period, for the Company, £554,000 of revenue was recognised that had been included in the contract liability at the beginning of the period.

 

20.          Share capital

 

GROUP AND COMPANY



 

Shares

£'000

Issued, called up and fully paid Ordinary shares of £0.002 each



 



At 30 June 2023

46,004,758

92

Share issued

280,000

1




At 30 June 2024

46,284,758

93







 

Shares issued

On 16 May 2024, 280,000 shares were issued to non-executive directors in lieu of salary. The shares had a nominal value of £0.002 per share and were issued at the market value on the date of issue of 10.5p per share, resulting in an increase in share capital of £560 and share premium of £28,840. The shares rank pari passu with the existing shares in issue.

 

On 6 December 2022, the company proposed an equity fundraise whereby qualifying existing shareholders were able to subscribe for new shares at an issue price of £0.33 on the basis of 11 offer shares for every 14 existing ordinary shares. Under the issue, open offer warrants were issued to the qualifying shareholders in relation to the purchase of shares on the basis of one warrant for every 3 open offer shares. The warrants may be exercised from the date of issue until 6 December 2026 at a price of £0.60 per share. On 6 January 2023 13,708,380 shares were admitted to the London Stock Exchange as a result of this open offer. A further 5,981,059 shares were admitted on 14 March 2023 after approval from the Financial Conduct Authority. A total of £6.5m was raised and 6,563,123 warrants were created.

 
Share price

The market value of the shares at 30 June 2024 was 13.00p (2023; 21.00p). The range during the year was 10.5p to 21.0p (2023; 20.5p to 57.5p ). Shareholders are entitled to one vote per Ordinary share held and dividends will be apportioned and paid proportionately to the amounts paid up on the Ordinary shares held.



Notes to the financial statements (continued)

 

21.          Share based payments

 

GROUP AND COMPANY

 

The Group uses share options as remuneration for services of employees. The fair value is expensed over the remaining vesting period.

The fair value of options granted during the year has been arrived at using the Black-Scholes model. The assumptions inherent in the use of this model are as follows:

 

§     The option life is assumed to be at the end of the allowed period

§     There are no vesting conditions which apply to the share options/warrants other than continued service up to 3 years.

§     No variables change during the life of the option (e.g. dividend yield must be zero).

§     Volatility has been calculated over the 3 years prior to the grant date by reference to the daily share price.

 

Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the year are as follows:

 


2024 WAEP


 


Number

Price (£)


 

 

Outstanding at the beginning of the year

630,000

0.3333

Granted during the year

825,300

0.1947







Outstanding at the year end                         

1,455,300

0.2813




Exercisable at the year end

887,232

0.2640

 

 


2023 WAEP




Number

Price (£)




Outstanding at the beginning of the year

1,351,473

0.4437

Granted during the year

530,000

0.33

Exercised during the year

-

-

Lapsed during the year

(1,251,473)

0.3570




Outstanding at the year end                         

630,000

0.3333




Exercisable at the year end

630,000

0.3333




 



Notes to the financial statements (continued)

 

Share based payments (continued)

 

The options outstanding at the year-end are set out below:

 

Expiry date

Issue date

Exercise


2024

2023



Price (£)



Share options

Remaining life (years)

Share options

Remaining life (years)

10 year expiry





 

 



24 November 2027

25 November 2017

0.4750

Options


50,000

3

50,000

4

24 November 2027

25 November 2017

1.0000

Options


50,000

3

50,000

4

3 year expiry





 

 



8 June 2026

7 June 2023

0.33

Options


530,000

2

530,000

3

18 September 2027

19 September 2024

0.16

Options


180,000

2

-

-

25 April 2027

24 April 2024

0.13

Options


315,300

3

-

-

4 year expiry





 

 



24 April 2028

23 April 2024

0.13

Options


90.000

4

-

-

24 April 2028

23 April 2024

0.33

Options


240,000

4

-

-






 

 








1,455,300

 

630,000








 



 

The total expense recognised during the year by the Group, for all schemes, was £26,301 (2023: £1,000).

 

 

 



Notes to the financial statements (continued)

 

22.          Lease liabilities

 

Property, plant and equipment comprises owned and leased assets.

 

GROUP

 


2024

2023

 


£'000

£'000

Right-of-use assets




The group leases office buildings:




Balance at 1 July


-

73

Additions in the year


-

-

Depreciation charge for the year


-

(73)

Balance at 30 June


-

-

 

Total cash outflows of £nil (2023 £103,000) were made in relation to right-of-use assets in the current year with £nil interest (2023 £5,000).

 

23.          Financial risk management

 

The Group and Company's activities expose it to a variety of financial risks: market risk (primarily foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. This year the Group and Company are also exposed to global inflation risks. All companies within the Group apply the same risk management programme. Overall, this focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. Risk management is carried out by the Board and their policies are outlined below.

 

a)    Market risk

 

Foreign exchange risk

The Group is exposed to translation and transaction foreign exchange risk as it operates within the USA and other countries around the world and therefore transactions are denominated in Sterling, Euro, US Dollars and other currencies. The Group policy is to try and match the timing of the settlement of sales and purchase invoices so as to eliminate, as far as possible, currency exposure. During the year, the weakening of Sterling has decreased the impact of movements in US Dollars.

 

The Group does not currently hedge any transactions and therefore there are no open forward contracts. Foreign exchange differences on retranslation of foreign currency monetary assets and liabilities are taken to the income statement.

 

GROUP

 

The carrying value of the Group's foreign currency denominated assets and liabilities are set out below:

 


2024

2023

 



Assets

Liabilities

Assets

Liabilities




£'000

£'000

£'000

£'000




 

 



US Dollars



455

219

3,118

297

Euros



35

88

17

120

Yen



6

-

9

-

Other



-

12

-

-











496

319

3,144

417








 

COMPANY

 

The carrying value of the Company's foreign currency denominated assets and liabilities are set out below:

 


2024

2023

 



Assets

Liabilities

Assets

Liabilities




£'000

£'000

£'000

£'000




 

 



US Dollars



642

105

1,683

162

Euros



35

88

18

120

Yen



6

-

6

-

Other



-

12

-

22











683

205

1,707

304










Notes to the financial statements (continued)

 

Financial risk management (continued)

 

Foreign exchange risk (continued)

 

The majority of the Group's financial assets are held in Sterling but movements in the exchange rate of the US Dollar and the Euro against Sterling have an impact on both the result for the year and equity. The Group considers its most significant exposure is to movements in the US Dollar.

 

Sensitivity to reasonably possible movements in the US Dollar exchange rate can be measured on the basis that all other variables remain constant. The effect on profit and equity of strengthening or weakening of the US Dollar in relation to sterling by 10% would result in a movement of:

Group:  ±£63,000 (2023: ±£122,000).

Company:  ±£69,000 (2023: ±£165,000).

 

Interest rate risk

The Group carries borrowings which are at fixed interest rates and as a result the directors consider that there is no significant interest rate risk.

 

b)    Credit risk

 

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. In order to minimise this risk, the Group endeavours only to deal with companies which are demonstrably creditworthy and this, together with the aggregate financial exposure, is continuously monitored. The maximum exposure to credit risk is the value of the outstanding amount:

Group:  £460,000 (2023: £433,000).

Company:   £230,000 (2023: £1,849,000).

 

Provision of services by members of the Group results in trade receivables which the management consider to be of low risk, other receivables are likewise considered to be low risk. The management do not consider that there is any concentration of risk within either trade or other receivables. The receivables are due from companies whose credit performance is constantly monitored and, if an amount becomes overdue, immediate action is taken to obtain payment. The population of clients is diverse, and this ensures no concentration of risk with any specific customer. A default is assumed and actioned when the Directors believe it will not be possible to obtain payment for the service supplied. This is not generally measured exclusively on the overdue period but judged on the basis of prior experience and the dialogue with the customer that follows the recognition of an overdue payment. For additional information on receivables see note 15.

 

Credit risk on cash and cash equivalents is considered to be small as the counterparties are all substantial banks with high credit ratings. The maximum exposure is the amount of the deposit.

 

c)    Liquidity risk

The Group currently holds cash balances in Sterling, US Dollars and Euros to provide funding for normal trading activity. The Group also has access to additional equity funding, and, for short term flexibility, overdraft facilities would be arranged with the Group's bankers. Trade and other payables are monitored as part of normal management routine. Liabilities are disclosed as follows:

 



Notes to the financial statements (continued)

 

Financial risk management (continued)

 

Liquidity risk (continued)

 

GROUP

 

2024

Within 1 year

One to two years

Two to five years

Over five years


£'000

£'000

£'000

£'000






Trade payables

447

-

-

-

Accruals

212

-

-

-

Other payables

83

-

-

-

Borrowings

10

9

-

-






 

2023

Within 1 year

One to two years

Two to five years

Over five years


£'000

£'000

£'000

£'000


 




Trade payables

771

-

-

-

Accruals

236

-

-

-

Other payables

131

-

-

-

Borrowings

10

10

9

-






 

COMPANY

 

2024

Within 1 year

One to two years

Two to five years

Over five years


£'000

£'000

£'000

£'000






Trade payables

427

-

-

-

Accruals

199

-

-

-

Other payables

83

-

-

-

Borrowings

10

9

-

-






 

2023

Within 1 year

One to two years

Two to five years

Over five years


£'000

£'000

£'000

£'000


 




Trade payables

758

-

-

-

Accruals

207

-

-

-

Other payables

109

-

-

-

Borrowings

10

10

9

-






 

d)    Capital risk management

 

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in a volatile and tight credit economy.

The Group will also seek to minimise the cost of capital and attempt to optimise the capital structure, which currently means maintaining equity funding and keeping debt levels to insignificant amounts of lease funding. Share capital and premium together amount to £6,798,000.

During the year, the Group did not pay a dividend to shareholders (2023: £Nil). The Group continues to plan for growth, and it will continue to be important to maintain the Group's credit rating and ability to borrow should acquisition targets become available.

Capital for further development of the Group's activities will, where possible, be achieved by share issues and not by carrying significant debt.

 


 

 

Notes to the financial statements (continued)

 

Financial risk management (continued)

 

Liquidity risk (continued)

 

e)    Inflation risk

 

Inflation risk refers to the risks posed to the Group due to rising inflation. This increase in inflation could lead to increasing costs and potentially decreasing revenue as companies seek to decrease their own costs. Management have considered these factors in preparing their going concern forecasts and will continue to monitor the level of expenses and revenue going forward.

 

24.          Capital Commitments

 

GROUP AND COMPANY

 

At 30 June 2024 neither the Group nor the Company had any capital commitments (2023: £Nil).

 

 

25.          Related party transactions

 

GROUP AND COMPANY

 

The remuneration paid to Directors is disclosed on page 16 of the Directors' Report. Shares held by the directors are disclosed on page 15. Subsequent to the year ended 30 June 2024, CF Pro Limited became a management entity of the Group and Company, by virtue of the provision of key management services. This relationship commenced in August 2024. During the year ended 30 June 2024, fees totalling £103,000 were paid to CF Pro Limited. There was an outstanding balance owed to CF Pro Limited of £8,000 at the year end. Transactions with related parties were carried out on an arm's length basis.

 

26.          Events after the balance sheet date

 

There were no relevant events after the balance sheet date.

 

27.          Accounts

 

Copies of these accounts are available from the Company's registered office at Suite 28, Ongar Business Centre, The Gables, Fyfield Road, Ongar, Essex, CM5 0GA or from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ.

 

www.companieshouse.gov.uk

 

and from the ADVFN plc website:

 

www.ADVFN.com

 

 

ENDS

 

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