REG - Cloudified Holdings - Final Results
Wed 15:30
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RNS Number : 2473T Cloudified Holdings Limited 30 July 2025
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
Cloudified Holdings Limited
("Cloudified" or the "Company")
Final Results
Cloudified Holdings Limited ("Cloudified" or "CHL" or "the Group" or "the
Company"), an AIM quoted cash shell announces its final results for the year
ended 31 March 2025 (the "Period").
Highlights
· Evaluated several strategic options for the Company including
acquisitions, fundraisings, as well as options for an orderly dissolution and
return of cash to shareholders.
· On 13 November 2024, £500,000 (gross) was invested by Salonica
GP subscribing for 9,651,385 new ordinary shares at 5.2p (the "Investment")
which represented a 131% premium to last share price pre-suspension. This
Investment is being deployed to support the acquisition of an asset identified
by Salonica in the media and entertainment sector (the "Acquisition"). The
Acquisition, if completed, will constitute a reverse takeover under Rule 14 of
the AIM Rules.
· Othman Shoukat and Richard Collett joined the board on 13
November 2024.
· The board is currently focussed on completion of the Acquisition.
The project is progressing, and funds are now being used on customary due
diligence and legal processes.
· Cash at 30 June 2025 c£0.36m with an ongoing cost base of
c£30k/m (excluding Acquisition transaction costs).
The Annual Report & Accounts for the year ended 31 March 2025 will shortly
be available on the Company's website
(https://cloudified-holdings.com/reports-and-results
(https://cloudified-holdings.com/reports-and-results) ) in accordance with the
electronic communication provisions under its Articles of Association and AIM
Rule 20.
Enquiries:
Cloudified Holdings Limited Via IFC
Ian Selby, Director
Zeus (NOMAD & Broker) + 44 (0) 203 829 5000
Mike Coe/ James Bavister
IFC Advisory Ltd +44 (0) 203 934 6630
Financial PR & IR
Graham Herring / Zach Cohen
Strategic Report
The Directors present the Strategic Report of the Company for the year ended
31 March 2025.
Business Review
Historically, the Group functioned as a provider of cyber security services to
the SME market via former trading subsidiaries. On 12 December 2023, the Group
finalised the sale of its cyber security assets (Falanx Cyber Defence Ltd and
Falanx Cyber Technologies Limited), transitioning to a cash shell in
accordance with AIM Rule 15 on the same day.
Following the disposal, the board of Alex Hambro and Ian Selby (with Mike Read
having retired on 3 April 2024) evaluated over thirty opportunities for
potential reverse takeover candidates. Opportunities were carefully screened
for their likelihood of successfully completing a transaction as well as for
their ability to demonstrate credible business plans to support future growth.
Costs were kept to a minimum to support this process, and no external advisory
costs would be incurred unless the deal was credible and risk sharing with the
target was in place. In parallel to this, a plan was developed to put the
company into a Members Voluntary Liquidation ("MVL") if the board, in
conjunction with its advisors, deemed it unrealistic to expect an appropriate
transaction to complete in a realistic time frame. All other subsidiaries
(which were dormant) were dissolved during the year.
On 13 June 2024, the Company's shares were suspended from trading on the AIM
market as it was not able to make an acquisition or acquisitions which
constituted a reverse takeover under Rule 14 of the AIM Rules, within six
months of becoming an AIM Rule 15 cash shell, in accordance with Rule 15 of
the AIM Rules.
On 28 October 2024, the Company announced a refinancing of £500,000 (before
expenses of c£99,000), through a subscription for 9,615,385 new Ordinary
Shares at an issue price of 5.20 pence per new Ordinary Share, representing a
131% premium to the last share price, and also to the expected proceeds from
an MVL. The investment was made by Salonica GP (advised by Salonica Capital
Ltd) and is to support the execution of an RTO by the acquisition of an
identified asset (the "Acquisition"), as set out below, in the media and
entertainment sector. On 13 November 2024 the investment was completed
following approval by the Company's shareholders and Othman Shoukat and
Richard Collett joined the Board.
The Acquisition, which was introduced by Salonica Capital, will be of a newly
incorporated company which has been established to acquire the global
distribution rights of certain media assets and technology licences from an
established international media company. Its management team, who are highly
experienced in this sector, are focussing their plans on driving recurring
revenues from these assets as well as event specific revenues. The Acquisition
is currently expected to complete in the fourth quarter of 2025. Consideration
for the Acquisition is expected to be settled via the issue of new Ordinary
Shares in the capital of the Company. A fundraising may be undertaken
alongside this to accelerate the development and growth of the Company, as
well as to settle certain transaction costs. Should the Acquisition complete
as envisaged, shareholders will each receive a further seven new Ordinary
Shares by way of bonus issue for every four Ordinary Shares they hold. This
will increase the uplift to shareholders to 536% compared to the last quoted
price.
In the year to 31 March 2025, costs comprised solely of items necessary to
operate the cash shell. Net assets on 31 March 2025 primarily consisted of
cash balances of £0.46m with other amounts arising from routine amounts for
debtors, prepayments, trade payables, payroll taxes and accruals. Overall
shareholders' funds were £0.45m (2024: £0.39m)
Subsequent Events Review and Future Strategy
Since the balance sheet date, the board has been focussed on completion of the
RTO. The project is progressing, and funds are now being used on customary due
diligence and legal processes. The Company's shares remain suspended from
trading on AIM until 20th October 2025. Cash balances on 30 June 2025 were
£0.36m and the average monthly expenditure (excluding transaction costs) is
approximately £0.026m
Consolidated income statement
for the year ended 31 March 2025
2025 2024
Note £ £
Revenue 4 - 13,935
Cost of sales - -
Gross profit - 13,935
Administrative expenses (continuing operations) (280,674) (1,479,951)
Operating loss (280,674) (1,466,016)
Finance income 9,591 8,764
Finance expense (1,424) (1,021)
Finance income - net 8,167 7,743
Loss before income tax (272,507) (1,458,273)
Income tax expense - -
Loss for the year from continuing operations (272,507) (1,458,273)
Discontinued operations
Profit for the year from discontinued operations - 51,391
Loss for the year (272,507) (1,406,882)
Loss per share from continuing operations
Basic & diluted loss per share 6 (3) p (28) p
Profit per share from discontinued operations
Basic and diluted profit per share 6 - 0.98 p
2025 2024
Note £ £
Loss for the year (272,507) (1,406,882)
Total comprehensive loss for the year (272,507) (1,406,882)
Attributable to:
Owners of the parent
Continuing operations (272,507) (1,458,273)
Discontinued operations 5 - 51,391
Total comprehensive loss for the year (272,507) (1,406,882)
Consolidated statement of financial position
as at 31 March 2025
2025 2024
Note £ £
Assets
Current assets
Trade and other receivables 48,220 68,740
Cash and cash equivalents 460,221 530,492
Total assets 508,441 599,232
Equity
Capital and reserves attributable to equity holders of the Company
Share capital 4,436,968 4,035,003
Share based payment reserve 180,048 462,386
Accumulated losses (4,165,219) (4,105,874)
Total equity 451,797 391,515
Liabilities
Current liabilities
Trade and other payables 56,644 207,717
Total liabilities 56,644 207,717
Total equity and liabilities 508,441 599,232
Consolidated statement of changes in equity
for the year ended 31 March 2025
Share Accumulated Share based
Note capital losses payment reserve Total
£ £ £ £
Balance at 1 April 2023 4,035,003 (2,930,008) 697,900 1,802,895
Loss for the year - (1,406,882) - (1,406,882)
Transactions with owners:
Share based payment charge - - (4,498) (4,498)
Forfeited share options reversed through reserves - 231,016 (231,016) -
Balance at 31 March 2024 4,035,003 (4,105,874) 462,386 391,515
Profit for the year - (272,507) - (272,507)
Transactions with owners:
Issue of share capital 500,000 - - 500,000
Costs of issue of share capital (98,035) - - (98,035)
Share based payment charge - - (69,176) (69,176)
Forfeited share options reversed through reserves - 213,162 (213,162) -
Balance as at 31 March 2025 4,436,968 (4,165,219) 180,048 451,797
The share capital account represents the amount subscribed for share capital,
net of share issue expenses. Share issue expenses comprise the costs in
respect of the issue by the Company of new shares.
Accumulated losses represent the cumulative losses of the Group attributable
to the owners of the parent.
The share-based payment reserve represents the cumulative share option and
warrant charges.
Consolidated cash flow statement
for the year ended 31 March 2025
2025 2024
Note £ £
Cash flows from operating activities
Loss before tax from continuing activities (272,507) (1,458,273)
Profit before tax from discontinued activities - 51,391
Loss profit before tax (272,507) (1,406,882)
Adjustments for:
Depreciation 4 - 17,887
Amortisation and impairment of intangibles 4 - 188,683
Amortisation of right of use assets 4 - 35,364
Share based payment (69,176) (4,498)
Gain on disposal of subsidiaries 5 - (602,904)
Gain on disposal of fixed assets - (289)
Gain on disposal of right of use assets - (2,876)
Amortisation of borrowing costs - 122,291
Net finance (income) / expense recognised in profit or loss (8,167) 276,382
(349,850) (1,376,842)
Changes in working capital:
Decrease in trade and other receivables 20,520 413,146
Decrease in trade, contract liabilities and other payables (151,073) (57,147)
Cash used in operations (480,403) (1,020,843)
Interest paid (1,424) (5,257)
Net cash used in continued operating activities (481,827) (1,026,100)
Cash flows from investing activities
Interest received 9,591 9,616
Proceeds from disposal of fixed assets - 1,279
Proceeds on disposal of subsidiaries, net of cash disposed - 1,181,148
Net cash generated from investing activities 9,591 1,192,043
Cash flows from financing activities
Repayment of lease liabilities - (15,251)
Interest on lease liabilities - (4,435)
Repayment of borrowings - (396,278)
Interest paid on borrowings - (193,820)
Proceeds from issue of shares 500,000 -
Costs of share issuance (98,035) -
Net cash generated from / (used in) financing activities 401,965 (609,784)
Net decrease in cash equivalents (70,271) (443,841)
Cash and cash equivalents at beginning of year 530,492 974,333
Cash and cash equivalents at end of year 460,221 530,492
Notes to the consolidated financial statements
for the year ended 31 March 2025
1. General information
Cloudified Holdings Limited (the "Company" or "Cloudified") is a cash shell
under Rule 15 of the AIM rules. This followed the disposal of its trading
subsidiaries in the cyber security division on 12 December 2023. The Company
is a public limited company which is listed on the AIM Market of the London
Stock Exchange and is incorporated and domiciled in the British Virgin
Islands. The address of its registered office is PO Box 173, Kingston
Chambers, Road Town, Tortola, British Virgin Islands. The UK registered office
is c/o Blake Morgan LLP, Apex Plaza, Forbury Road, Reading, RG1 1AX.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
applied consistently to all the years presented unless otherwise stated.
2.1 Basis of preparation
These consolidated financial statements have been prepared in accordance with
UK adopted International Accounting Standards. Whilst it had no subsidiaries
at the balance sheet date, the Company had subsidiaries for a portion of the
year and was therefore a parent company in accordance with IFRS10. The
functional and presentational currency for the financial statements is
Sterling. The financial statements have been prepared under the historical
cost convention, as modified by financial assets and financial liabilities at
fair value through profit or loss.
The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the consolidated
financial statements are disclosed in note 3.
2.1.1 Going concern
The company is a cash shell with no trading operations. On 12 December 2023
the Company sold its Cyber Division, this sale included a Warranties and
Indemnities insurance policy which caps the Company's liabilities (save in the
case of fraud) at £1. On 30 June 2025 the Company had cash balances of
£359,580 and has an expected cash consumption of c£30,000 per month
comprising of directors' fees, audit fees and usual PLC running costs.
The Company is currently conducting an acquisition which will constitute an
RTO, however, there is a risk that fees associated with the transaction could
exceed the Company's financial resources before the transaction is completed.
The impact of any successful RTO has been excluded from our assessment of
going concern as its outcome as to timing and cash flows is inherently
uncertain.
Having ceased trading operations in December 2023, and the uncertainty
inherent in the proposed RTO transaction, the Directors consider that
preparing the financial statements on a basis other than a going concern
remains appropriate. They consider that preparing the accounts on such a basis
has no material impact on the presentation of the numbers in the financial
statements.
2.1.2 New and Revised Standards
New and amended IFRS Accounting Standards that are effective for the current
year
There are a number of standards and amendments to standards which have been
issued by the IASB that are effective in future accounting periods that have
not been adopted early. The following standard is effective for annual
reporting periods beginning on or after 1 January 2024:
· IFRS 17 Insurance Contracts
· Classification of liabilities as current or non-current
(Amendments to IAS 1)
· Deferred tax related to assets and liabilities arising from a
single transaction (Amendments to IAS 12)
· Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
· Classification of Financial Instruments (Amendments to IFRS 9)
· Non-current liabilities with covenants (Amendments to IAS 1)
· Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
New and revised IFRS Accounting Standards in issue but not yet effective
The following amendments are effective for annual reporting periods beginning
on or after 1 January 2025:
· Guidance on the exchange rate to use when a currency is not
exchangeable (Amendments to IAS 21)
· Accounting treatment for the sale or contribution of assets
(Amendments to IFRS 10 and IAS 28)
The following standards are effective for annual reporting periods beginning
on or after 1 January 2027:
· IFRS 18 Presentation and Disclosure in Financial Statements
· IFRS 19 Subsidiaries without Public Accountability: Disclosures
2.2 Consolidation
Subsidiaries
Subsidiary undertakings are entities that are controlled by the Company. The
definition of control involves three elements: power over the investee;
exposure or rights to variable returns and the ability to use the power over
the investee to affect the amount of the investor's returns. The Group
generally obtains power through voting rights. Subsidiaries are consolidated
from the date at which the Group obtains the relevant level of control and are
treated as disposed of, and so de-consolidated from the date at which that
control ceases. Whilst it had no subsidiaries at the year end, it was a Parent
company during the year as defined by IFRS10.
The acquisition method of accounting is used for all business combinations. On
acquisition, the cost is measured at the aggregate of their fair values at the
date of exchange, of assets given, liabilities incurred or assumed, and equity
instruments issued by the Group in exchange for control of the acquire. Any
costs directly attributable to the business combination are expensed as
incurred. The acquiree's identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS 3 (Revised),
"Business Combinations" are recognised at fair values at the acquisition date.
Goodwill represents the excess of the consideration transferred, the amount of
any non-controlling interest in the acquiree and the acquisition date fair
value of any previous equity interest in the acquiree over the fair value of
the Group's share of the identifiable net assets acquired is recorded as
goodwill. If, after reassessment, the Group's interest in the net fair value
of the acquiree's identifiable assets, liabilities and contingent liabilities
exceeds the cost of the business combination, the difference is recognised
directly in profit or loss. Any subsequent adjustment to reflect changes in
consideration arising from contingent consideration amendments are recognised
in profit or loss.
Inter-company transactions, balances and unrealised gains on transactions
between group companies are eliminated. Unrealised losses are also eliminated.
Accounting policies of subsidiaries have been adjusted where necessary to
ensure consistency with the policies adopted by the Group. All subsidiaries
are wholly owned by the Group.
2.3 Segmental reporting
In accordance with IFRS 8, segmental information is presented based on the way
in which financial information is reported internally to the chief operating
decision maker. The Group's internal financial reporting was historically
organised along product and service lines, but this as a consequence of the
disposal of trading operations on 12 December 2023, has been changed to
reflect discontinued and continuing items. A business segment is a group of
assets and operations engaged in providing products and services that are
subject to risks and returns which are different from those of other business
segments.
2.4 Revenue recognition
Revenue comprises the fair value of the consideration received or receivable
for the sale of goods and services in the ordinary course of the Group's
activities. Revenue is shown net of value-added tax, returns, rebates and
discounts and after eliminating sales within the Group.
The Group recognises revenue when the amount of revenue can be reliably
measured, it is probable that future economic benefits will flow to the entity
and when specific criteria have been met for each of the Group's activities.
Revenue is recognised on the following bases:
Class of revenue Recognition criteria
Subscription fees straight line basis over
the life of the contract
Managed services straight line basis over the
life of the contract
Consultancy on delivery
of service to customers
Vulnerability assessment on delivery of service to customers
Revenue is recognised as the client receives the benefit of the services
provided under a commercial contract, in an amount that reflects the
consideration to which the provider expects to be entitled for the transfer of
the goods or services.
Performance obligations and timing of revenue recognition
Revenue from the provision of professional services such as penetration
testing, consultancy and strategic intelligence assignments are recognised as
services are rendered, based on the contracted daily billing rate and the
number of days delivered during the period. Revenue from pre-paid contracts
are deferred in the statement of financial position and recognised on
utilisation of service by the client.
Revenue from cyber monitoring contracts (including installation), intelligence
embedded analyst and report subscriptions includes advance payments made by
the customer is deferred (as a contract liability) and is then subsequently
recognised on a straight-line basis over the term of the contract. Where they
are billed periodically in a monthly in arrears basis, revenues are recognised
at that point.
Contracts values are typically fixed price and the pricing level is based on
management experience of pricing adequate mark up of prime cost. Where
additional services need to be delivered outside of the contract a time and
materials basis based on day rates is used.
Determining the transaction price
The Group's revenue is derived from fixed price contracts and therefore the
amount of revenues to be earned from each contract is determined by reference
to those fixed prices. Costs of obtaining long-term contracts and costs of
associated sales commissions are prepaid and amortised over the terms of the
contract on a straight-line basis. Commissions paid to sale staff for work in
obtaining the Prepaid Consultancy are recognised in the month of invoice. The
timing and any conditionality for the payment of commissions is governed under
the then applicable sales incentive plan.
Revenues are exclusive of applicable sales taxes and are net of any trade
discounts. There are no financing components in any of our revenue streams.
Contract Assets (accrued incomes) balance was £nil (2022: £21,100) as all
arose from assets held for sale and were reflected in that balance. Contract
Liabilities (deferred incomes) balance of £nil (2022: £529,496) were
similarly included in assets held for sale. All contract assets had short
cash conversion periods and all assets at the year-end have since been
monetised. All contract assets and liabilities related to discontinued items.
The Board considers that the information in note 4 adequately depicts how the
nature, amount, timing and uncertainty of revenue and cash flow are affected
by economic factors.
2.5 Taxation
The tax expense for the year represents the total of current taxation and
deferred taxation. The charge in respect of current taxation is based on the
estimated taxable profit for the year. Taxable profit for the year is based on
the profit as shown in the income statement, as adjusted for items of income
or expenditure which are not deductible or chargeable for tax purposes. The
current tax liability for the year is calculated using tax rates which have
either been enacted or substantively enacted at the reporting date.
Deferred tax is provided in full, using the liability method on temporary
differences arising between the tax base of assets and liabilities and their
carrying values in the financial statements. Deferred tax is not accounted for
if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that, at the time of the
transaction, affects neither accounting nor taxable profit or loss. Deferred
tax is determined using tax rates which have been enacted or substantively
enacted at the reporting date and are expected to apply when the related
deferred tax asset is realised, or the deferred income tax liability is
settled.
Deferred tax assets are recognised for all deductible temporary differences,
carry forward of tax assets and unutilised tax losses, to the extent that it
is probable that taxable profits will be available against which the
deductible temporary differences, and the carrying forward of tax assets and
unutilised tax losses can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date
and adjusted to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the deferred tax
assets to be utilised. Conversely, previously unrecognised deferred tax assets
are recognised to the extent that it is probable that sufficient taxable
profit will be available to allow all or part of the deferred tax asset to be
utilised.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply to the year when the asset is realised or the liability is
settled, based on tax rates and tax laws that have been enacted or
substantively enacted at the statement of financial position date.
2.6 Foreign Currency
The Company has determined Sterling as its functional currency, as this is the
currency of the economic environment in which the Company predominantly
operates.
Transactions in currencies other than Sterling are recorded at the rates of
exchange prevailing on the dates of the transactions. At each reporting date,
the monetary assets and liabilities that are denominated in foreign currencies
are retranslated at the rates prevailing on the reporting date. Non-monetary
assets and liabilities are carried at fair value that are denominated in
foreign currencies are translated at the rates prevailing at the date when the
fair value was determined. Gains and losses arising on exchange are included
in profit or loss.
Foreign currency differences arising on retranslation are recognised in profit
or loss.
In the case of foreign entities, the financial statements of the Group's
overseas operations are translated as follows on consolidation: assets and
liabilities, at exchange rates ruling on reporting date, income and expense
items at the average rate of exchange for the period and equity at exchange
rates ruling on the dates of the transactions. Exchange differences arising
are classified as equity and transferred to a separate translation reserve.
Such translation differences are recognised in profit or loss in the period in
which the operation is disposed of. Foreign exchange gains and losses arising
from monetary item receivable from or payable to a foreign operation, the
settlement of which is neither planned nor likely within the foreseeable
future, are considered to form part of net investment in a foreign operation
and are recognised directly in equity.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and
translated at the closing rate.
Foreign currency gains and losses are reported on a net basis.
2.7 Impairment of non-financial assets
Assets that are subject to depreciation or amortisation are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. A review for indicators of impairment
is performed annually. An impairment loss is recognised for the amount by
which the asset's carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset's fair value less costs to sell
and value in use. Any impairment charge is recognised in the income statement
in the year in which it occurs. When an impairment loss, other than an
impairment loss on goodwill, subsequently reverses due to a change in the
original estimate, the carrying amount of the asset is increased to the
revised estimate of its recoverable amount, up to the carrying amount that
would have resulted, net of depreciation, had no impairment loss been
recognised for the asset in prior years.
2.8 Financial instruments
The Group applies a simplified method of the expected credit loss model when
calculating impairment losses on its financial assets which are measured at
amortised cost such as trade receivables, other debtors and prepayments. This
resulted in greater judgement due to the need to factor in forward-looking
information when estimating the appropriate amount to provisions.
(a) Financial Assets
The Group's Financial Assets include Cash and Cash Equivalents, Trade
Receivables and Other Receivables.
· Initial Recognition and Measurement: Financial Assets are
classified as amortised cost and initially measured at fair value.
· Subsequent Measurement: Financial assets are subsequently
measured at amortised cost, using the effective interest method, less
impairment. Interest is recognised by applying the effective interest method,
except for short-term receivables when the recognition of interest would be
immaterial. The company only offers short (typically 30 day) periods of credit
to its customers.
· Derecognition of Financial Assets: The Company derecognises a
Financial Asset only when the contractual rights to the cash flows from the
asset expire, or it transfers the Financial Asset and substantially all the
risks and rewards of ownership of the asset to another entity.
(b) Financial Liabilities and Equity Instruments
The Group's Financial Liabilities include Trade Payables, Accruals and Other
Payables. Financial Liabilities are classified at amortised cost.
(c) Investments
Investments not in subsidiary undertakings are carried at fair value through
profit and loss.
Classification as Debt or Equity. Financial Liabilities and Equity Instruments
issued by the Company are classified according to the substance of the
contractual arrangements entered into and the definitions of a Financial
Liability and an Equity Instrument.
2.9 Share capital
Ordinary shares (of nil par value) in the Company are classified as equity. By
definition all amounts arising from the issue of these shares are attributable
to Share Capital as are any directly attributable (including any warrants
issued as commissions) to issue of new shares are shown in equity as a
deduction to the share capital account. The Company does not maintain a
separate share premium account.
2.10 Reserves
The consolidated financial statements include the following reserves:
translation reserve, share option reserve, 2022 Liabilities reserve and
accumulated losses. Premiums paid on the issue of share capital, less any
costs relating to these, are posted to the share capital account as referenced
above.
2.11 Trade payables
Trade payables are obligations to pay for goods and services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less. If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and are subsequently
measured at amortised cost using the effective interest method. As the payment
period of trade payables is short, future cash payments are not discounted as
the effect is not material.
2.12 Pensions
The Company operates a defined contribution pension scheme under which fixed
contributions are payable. Pension costs charged to the income statement
represent amounts payable to the scheme during the year.
2.13 Share-based payments
The cost of share-based payment arrangements, which occur when employees
receive shares or share options, is recognised in the income statement over
the period over which the shares or share options vest.
The expense is calculated based on the value of the awards made, as required
by IFRS 2, 'Share-based payment'. The fair value of the awards is calculated
by using the Black-Scholes and Monte Carlo option pricing models taking into
account the expected life of the awards, the expected volatility of the return
on the underlying share price, vesting criteria, the market value of the
shares, the strike price of the awards and the risk-free rate of return. The
charge to the income statement is adjusted for the effect of service
conditions and non-market performance conditions such that it is based on the
number of awards expected to vest. Where vesting is dependent on market-based
performance conditions, the likelihood of the conditions being achieved is
adjusted for in the initial valuation and the charge to the income statement
is not, therefore, adjusted so long as all other conditions are met.
Where an award is granted with no vesting conditions, the full value of the
award is recognised immediately in the income statement.
2.14 Provisions
Provisions are recognised in the statement of financial position where there
is a legal or constructive obligation to transfer economic benefits as a
result of a past event. Provisions are discounted using a rate which reflects
the effect of the time value of money and the risks specific to the
obligation, where the effect of discounting is material.
Provisions are measured at the present value of expenditures expected to be
required to settle the obligation using a pre-tax rate that reflects current
market assessments of the time, value of money and the risks specific to the
obligation. The increase in provision due to the passage of time is recognised
as interest expense.
3. Critical accounting estimates and judgements
The preparation of the Group financial statements in conformity with IFRSs
requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group's
accounting policies. Estimates and judgements are continually evaluated and
are based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the present
circumstances. The areas involving a higher degree of judgement or complexity,
or areas where assumptions and estimates are significant to the Group
financial statements are disclosed below.
Estimates:
Management do not consider there to be significant accounting estimates in
respect of the year ended 31 March 2025 or 31 March 2024.
4. Segmental reporting
As described in note 2, the Directors consider that the Group's internal
financial reporting is organised along continuing and discontinuing lines of
business following the disposal of the strategic intelligence business on 6
October 2021 and the disposal of the remaining cyber business on 12 December
2023. At that point the operations of the group were ceased and remaining
infrastructure reorganised to support a cash shell.
The results for the business operating segment for the years ended 31 March
2025 and 31 March 2024 are as follows:
2025 2024 2024 2024
£ £ £ £
Continuing Discontinued Total
Professional services - 13,935 1,882,331 1,896,266
Monitoring managed services - - 826,435 826,435
Revenues from external customers - 13,935 2,708,766 2,722,701
Gross Margin - 13,935 1,155,651 1,169,586
Cyber operating expenses - - (1,059,607) (1,059,607)
Corporate operating expenses (349,848) (1,483,657) - (1,483,657)
Segment Reported EBITDA (349,848) (1,469,722) 96,044 (1,373,678)
Finance expense-net 8,167 7,743 (406,415) (398,672)
Depreciation and amortisation - (792) (241,142) (241,934)
Share option credit 69,174 4,498 - 4,498
Profit on sale of discontinued operations - - 602,904 602,904
Segment loss before tax for the year (272,507) (1,458,273) 51,391 (1,406,882)
Segment assets consist primarily of property, plant and equipment, intangible
assets, trade and other receivables and cash and cash equivalents. Unallocated
assets comprise deferred tax assets, financial assets held at fair value
through profit or loss and derivatives.
Segment assets, liabilities and capital expenditure for the year then ended
are as follows:
2025 2024
Continuing
£ £
Other assets 508,441 599,232
Other liabilities 56,644 207,717
Capital expenditure - Tangible - -
Geographical information
Discontinued items historically operated in four geographical areas, although
all were managed on a worldwide basis from the Group's head office in the
United Kingdom. All non-current assets are in the United Kingdom.
A geographical analysis of revenue and non-current assets is given below.
Revenue is allocated based on location of customer; non-current assets are
based in the United Kingdom. Continuing revenues were £13,935 in 2024 and
arose from support by the buyers of the Cyber division disposed of on 12
December 2023.
Revenue by geographical location
2025 2024 2024 2024
Continuing Continuing Discontinued Total
£ £ £ £
United Kingdom - 13,935 2,112,507 2,126,442
Europe - - 156,541 156,541
The Americas - - 367,479 367,479
Australasia - - 72,239 72,239
- 13,935 2,708,766 2,722,701
5. Discontinued operations
On 12 December 2023, the Company disposed of its only trading assets, Falanx
Cyber Defence Limited and Falanx Cyber Technologies Limited (together the
"Cyber Division") for an enterprise value of £4.2 million payable in cash to
Thetis Bidco Limited. This represented all of the professional services and
monitoring managed services operating segments other than some remaining
operating costs supporting the AIM Rule 15 cash shell.
The results (for comparative purposes only, as the Company had no discontinued
operations in the year ended 31 March 2025) of the discontinued operations and
the effect of the discontinued operations on the financial position of the
Group were as follows:
Financial performance and cash flow information
Results of the discontinued operations for the year ended 31 March 2024 for
Falanx Cyber Defence Limited and Falanx Cyber Technologies Limited
2024
Cyber
Income statement £
Revenue 2,708,766
Administrative expenses (2,853,864)
Operating loss (145,098)
Finance costs (406,415)
Loss before income tax (551,513)
Income tax credit -
Loss from discontinued operations before gain on sale (551,513)
Profit on sale of discontinued operations 602,904
Profit / (Loss) from discontinued operations 51,391
2024
Cash flows from/(used in) discontinued operations £
Net cash flows from operating activities 444,594
Net cash flows from investing activities 1,331
Net cash flows from financing activities (609,784)
Net cash flows for the year (163,859)
Intra-Group funding and transactions 192,756
Net cash flows from discontinued operations, net of intercompany 28,897
Net cash flows from investing activities does not include proceeds from the
disposal of discontinued operations of £1,181,148 which were accounted for by
the parent company. This is only shown for comparative purposes.
Effect of discontinued operations on the financial position of the Group
2024
Net assets disposed of and the gain on disposal £
Assets of the disposal group
Property, plant & equipment 31,517
Intangible assets 2,787,446
Trade and other receivables 910,529
Total assets 3,729,492
Liabilities of the disposal group
Trade and other payables 607,434
Contract liabilities 598,648
Borrowings 1,945,166
Total liabilities 3,151,248
Net assets of the disposal group 578,244
Consideration received in cash and cash equivalents, net of transactions costs 1,181,148
Gain on sale of discontinued operation 602,904
Net cash inflow arising on disposal:
Consideration received in cash and cash equivalents, net of transaction costs 1,181,148
1,181,148
6. Basic and diluted earnings per share
Basic loss per share is calculated by dividing the loss attributable to equity
holders of the Company by the weighted average number of ordinary shares in
issue during the year. There are no dilutive share options at present as these
would currently increase the loss per share.
Continuing operations
2025 2024
£ £
Loss for the year attributable to equity holders of the Company (272,507) (1,406,882)
Less profit / (loss) from discontinued operations - 51,391
Loss from continuing operations (272,507) (1,458,273)
Total basic and diluted (loss)/profit per share from continuing operations (3) p (28) p
(pence per share)
Continuing and discontinued operations
2025 2024
£ £
(Loss) / Profit for the year attributable to equity holders of the Company (272,507) (1,406,882)
Total basic and diluted profit / (loss) per share (pence per share) (3) p (27) p
Weighted average number of shares used as the denominator
2025 2024
Weighted average number of ordinary shares used as the denominator in the 8,925,961 5,264,212
calculating basic earnings per share
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares in issue to assume the conversion of all dilutive
potential ordinary shares. The Company's dilutive potential ordinary shares
arise from warrants and share options. In respect of the warrants, a
calculation is performed to determine the number of shares that could have
been acquired at fair value, based upon the monetary value of the subscription
rights attached to the outstanding warrants. The number of shares calculated
as above is compared with the number of shares that would have been issued
assuming the exercise of the warrants.
At 31 March 2025, the potentially dilutive ordinary shares were anti-dilutive
because the Group was loss-making. The basic and diluted earnings per share as
presented on the face of the income statement are therefore identical. All
earnings per share figures presented above arise from continuing and total
operations and, therefore, no earnings per share for discontinued operations
is presented.
IAS 33 requires presentation of diluted EPS when a company could be called
upon to issue shares that would decrease earnings per share or increase the
loss per share. For a loss-making company with outstanding share options, net
loss per share would be decreased by the exercise of the options Therefore per
IAS 33:36 the antidilutive potential ordinary shares are disregarded in the
calculation of diluted EPS.
7. Events after the reporting period
Since the balance sheet date, the board has been focussed on completion of the
RTO. The project is progressing, and funds are now being used on customary due
diligence and legal processes. The Company's shares remain suspended from
trading on AIM until 20th October 2025. Cash balances on 30 June 2025 were
£0.36m and the average monthly expenditure (excluding transaction costs) is
approximately £0.026m
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