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REG - ADVFN PLC - Final Results

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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 (http://www.advfnplc.com) . A copy of this
announcement is also available on the Company's
website,  http://www.advfnplc.com (http://www.advfnplc.com) .

 

 

For further information please contact:

 ADVFN plc                                      +44 (0) 203 8794 460

 Amit Tauman (CEO)
 Beaumont Cornish Limited (Nominated Adviser)   +44 (0) 207 628 3396

 Michael Cornish

 Roland Cornish
 Peterhouse Capital Limited (Broker)              +44 (0) 207 469 0930

 Eran Zucker

 Lucy Williams

 Rose Greensmith

 

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
(http://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  12 months to

                                                               30 June       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  12 months to

                                                               30 June       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                                  1(st) January 2023

 Amendments to IFRS 17 - Insurance Contracts; and Extension of the Temporary   1(st) January 2023
 Exemption from Applying IFRS 9 (Amendments to IFRS 4 Insurance Contracts)

 Disclosure of Accounting Policies - Amendments to IAS 1 IFRS Practice         1(st) January 2023
 Statement 2

 Definition of Accounting Estimates - Amendments to IAS 8                      1(st) January 2023

 Deferred Tax related to Assets and Liabilities arising from a Single          1(st) January 2023
 Transaction - Amendments to IAS 12
 International Tax Reform - Pillar Two Model Rules (Amendments to IAS 12)      1(st) 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,  1(st) January 2024
 Non-current liabilities with Covenants - Amendments to IAS 1

 Lease Liability in a Sale and Leaseback - Amendments to IFRS 16                 1(st) January 2024

 Supplier finance arrangements - Amendments to IAS 7 and IFRS 7                  1(st) January 2024

 Amendments to IAS 21 to clarify the accounting when there is a lack of          1(st) January 2025
 exchangeability

 Classification and Measurement of Financial Instruments (Amendments IFRS 7 and  1(st) January 2026
 IFRS 9)
 IFRS 18 Presentation and Disclosure in Financial Statements                     1(st) January 2027

 IFRS 19 Subsidiaries without Public Accountability: Disclosures                 1(st) 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  1(st) January 2024
 financial information

 IFRS S2: Climate-related disclosures                                    1(st) 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      89      87
 accounts

 

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)

 

 

8.          Income tax expense

 

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  12 months to

                                                                               30 June       30 June
                                                                              2024          2023
                                                                              £'000         £'000

 Loss for the year attributable to equity shareholders from continuing        (850)         (1,856)
 operations

 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    46,039,279    35,950,487
 basic and diluted loss per share.

 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       Principal activity              Registered address

                                                                                                        ordinary shares
                                                                                                       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  England & Wales           100.00              Dissolved                       N/A
 2023)
 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 (http://www.companieshouse.gov.uk)

 

and from the ADVFN plc website:

 

www.ADVFN.com (http://www.ADVFN.com)

 

 

ENDS

 

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