REG - Cordel Group PLC - Annual Report and Notice of AGM
17/10/2022 07:00
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RNS Number : 0228D Cordel Group PLC 17 October 2022
17 October 2022
Cordel Group PLC
("Cordel" or the "Company" or the "Group")
Results for the year ended 30 June 2022
Publication of Annual Report and Accounts and Notice of Annual General Meeting
Cordel Group PLC (AIM: CRDL), the Artificial Intelligence platform for
transport corridor analytics, today announces its audited results for the
twelve months ended 30 June 2022.
Financial Highlights
GBP 000's Twelve months to 30 June 2022 Twelve months to 30 June 2021 % Change % Change constant currency
Total Revenue 2,273 1,690 34% 33%
Cost of sales (775) (649) 19% 10%
Other expenses (3,300) (2,887) 14% 17%
Grant Income 597 617 -3% -9%
Other Income - 7
Loss before Income tax (1,205) (1,222) -1% -2%
*Constant currency reflects the results had the underlying transactional
currencies been constant in both periods reported. Revenue for the twelve
months to June 2021 was predominantly in Australian dollars.
Operational Highlights for the Period
· First significant project with SEPTA, arising from Holland LP
partnership in the USA.
· Network Rail (UK) long term Railway Gauging Data Solution contract
awarded.
· Network Rail High Speed contract awarded.
· Total revenue up 34% in reported currency and up 33% in constant
currency.
· Total expenses increased by 14% (17% in constant currency), with
additional hardware and software engineers, and market development staff
employed during the period.
· Grant income reduced, with Australian COVID-19 support not being
replicated in FY22.
· Cash balance and trade receivables as at 30 June 2022 was £988,785,
improving on the 31 March 2022 balance of £852,098.
Post Period End Highlights
· One Rail Australia ballast profile analysis contract won (signed July
2022).
· Angel Trains UK 5-year framework contract awarded (signed August
2022)
Nick Smith, CEO of Cordel, commented: "Building on momentum from FY21
(financial year ended 30 June 2021), we enjoyed increasing engagement with our
target markets in FY22 (financial year ended 30 June 2022), however customer
decision timeframes were unusually stretched out, impacting revenue. A
stronger second half led to an overall 34% revenue growth, but importantly we
now hold a sizeable sales pipeline resulting from the decision backlog."
Annual Report
The Annual Report and Accounts are being posted to shareholders today and will
be made available on the Group's website www.cordel.ai (http://www.cordel.ai)
Key extracts from the report and accounts are presented below.
The Company also announces that the Annual General Meeting of the Company will
be held at 9.00am on 17 November 2022 at the offices of Memery Crystal LLP,
165 Fleet Street, London, EC4A 2DY. A notice of Annual General Meeting has
been posted to shareholders today.
Enquiries:
Cordel Group PLC c/o SEC Newgate
Ian Buddery, Chairman
Nick Smith, CEO
Arden Partners plc Broker +44 (0)20 7614 5900
Ruari McGirr
Strand Hanson Limited Nominated Advisor +44 (0)20 7409 3494
Richard Johnson / James Bellman
SEC Newgate (Financial PR) +44 (0)7540 106366
Robin Tozer / Bob Huxford / George Esmond cordel@secnegwate.co.uk
About Cordel
Cordel produces specialist hardware and software for capturing, analysing and
reporting on large datasets within the transport sector, employing
sophisticated artificial intelligence algorithms.
Further information on the Company is available at: www.cordel.ai
(http://www.cordel.ai)
STRATEGIC REPORT
The Directors present their strategic report on the consolidated entity
(referred to hereafter as the 'Group') consisting of Cordel Group plc
(referred to hereafter as 'Cordel', 'the Company' or ' the parent entity') and
the entities it controlled during, the year ended 30 June 2022.
On the 18(th) November 2021 the company changed its name via special
resolution from Maestrano Group plc to Cordel Group plc.
The strategic report includes the following sections:
1. Company Overview
2. Chairman's statement
3. Review of Operations by the Chief Executive Officer
4. Principal risks and uncertainties
5. People
Cautionary statement regarding forward-looking statements
This document contains certain forward-looking statements. These
forward-looking statements include references to matters that are not
historical facts or are statements regarding the Company's intentions, beliefs
or current expectations concerning, among other things, the Group's results of
operations, financial condition, liquidity, prospects, growth, strategies, and
the industries in which the Group operates. Forward-looking statements are
based on the information available to the directors at the time of preparation
of this document and will not be updated subsequent to the issue of this
document. The directors can give no assurance that these expectations will
prove to be correct. Due to inherent uncertainties, including both economic
and business risk factors underlying such forward-looking information, actual
results may differ materially from those expressed or implied by these
forward-looking statements.
Principal activities
Cordel is a United Kingdom ('UK') incorporated software company with
operations in Australia (main country of operation), USA and the UK. Cordel
offers a patented, cloud-based platform for master data management and
specialist hardware and software for capturing, analysing and reporting on
large datasets within the transport sector, employing sophisticated artificial
intelligence algorithms.
1. COMPANY OVERVIEW
Cordel's specialist hardware and cloud-based platforms, used primarily in the rail and road infrastructure, capture data and turn it into actionable insights to help manage vital assets, improving safety and efficiency while reducing costs and emissions.
The Cordel Group operates subsidiaries in the UK, Australia and the USA, under
the brands Cordel and Nextcore. These deliver, respectively, products and
services for rail and road asset management and drone-based LiDAR (Light
Detection And Ranging) systems. The Group's former Airsight brand was
absorbed into Cordel in June 2022.
The Group is a leader in infrastructure monitoring through automation and
machine learning. The flagship Cordel solution is focused on the rail
industry, predicting and identifying maintenance needs including issues with
vegetation, overhead lines and track ballast. The solution utilises LiDAR
sensors and high resolution video cameras, attached to trains and track
maintenance vehicles, to automate the collection of infrastructure data at
survey-grade accuracy. It then employs Artificial Intelligence to analyse the
huge datasets, providing insights and recommending actions in near real time.
Cordel is seeking to establish a strong business in rail before expanding into
road and energy infrastructure. The Group has key 'anchor' customers for
Cordel in the Australian Rail Track Corporation (ARTC) and Network Rail in the
UK and a growing channel and customer base for Nextcore.
The Market
The markets for Cordel and Nextcore, which are large in size and global in
extent, today include the UK, Australia, Japan, Canada and the USA.
Cordel
Managing infrastructure assets is a component of the overall smart
transportation market, which is projected to grow strongly. Grand View
Research in its Smart Transportation Market Size report, published in
2021, estimates that the market was over US$101 billion in 2021 and set to
grow at a CAGR of over 12.6% to reach US$285 billion by 2030. Within
this, Technavio is also reporting strong growth in the railway management
system market, reaching US$21 billion at 8.5% CAGR between 2021 and 2026
(Technavio Report, April 2022).
The Cordel offering is a recent entrant into this growth environment and aims
to take market share away from older, less effective approaches to asset
infrastructure monitoring, as well as take advantage of new budgets being
allocated, as innovation-oriented spend grows within the ongoing market
expansion.
Cordel is well positioned within its markets with a differentiated offering.
It provides a wider range of analytic outputs than alternative services and
can monitor and analyse infrastructure faster, more often and at lower cost,
due to the high levels of automation inherent in its design.
Nextcore
The LiDAR drone market is projected to grow from US$133 million in 2020 to
US$392 million by 2025, at a CAGR of 24.2%. (Markets
(https://www.marketsandmarkets.com/Market-Reports/lidar-drone-market-128835365.html)
, January 2020).
Key factors fuelling the growth include easing of regulations related to the
use of commercial drones in different applications and growing demand for
LiDAR equipped drones for use in asset infrastructure monitoring, mapping,
precision agriculture and related applications.
The market for Nextcore within these strong overall trends is based on certain
discrete use cases and is harder to quantify specifically. The specific use
cases do have wide global applicability and, given the price points per device
achievable, we believe there is a substantial addressable market.
2. CHAIRMAN'S STATEMENT
After a challenging year where the first half saw customer projects delayed,
impacting revenue, we were pleased to see a recovery in the second half and
overall revenue growth of 34% for the full year.
The UK and Australian markets continue to embrace our solutions and we are
making steady progress in the USA, where successful pilots are transitioning
to contracts. We are reassured by customer feedback that attests to our
technology advantage, low deployment cost and rapid processing times.
We continue to carefully manage expenditures, and despite an overall cash
reduction from the prior year the net cash position in the final quarter
improved slightly from the prior quarter. Investment continues in product
development, much of which is focused on increasing automation to further
improve our competitive position and margins. We regularly review our
structure and cost base to ensure that our core mission of data capture and
machine learning analysis is foremost.
As always, the Board is grateful for the dedication and hard work of our
people in the UK, United States and Australia. We have a great team who are
committed to customers and the company.
Our purpose is to build a strong and resilient business, growing shareholder
value through the consistent achievement of business plan targets and the
expansion of our recurring revenue customer base. We have confidence in the
long-term outlook and we thank our shareholders for their continuing
support.
_____________________________
Ian Buddery
Chairman
14 October 2022
3. REVIEW OF OPERATIONS BY THE CHIEF EXECUTIVE OFFICER
Building on momentum from FY21 (financial year ended 30 June 2021), we enjoyed
increasing engagement with our target markets in FY22 (financial year ended 30
June 2022), however customer decision timeframes were unusually stretched out,
impacting revenue. A stronger second half led to an overall 34% revenue
growth, but importantly we now hold a sizeable sales pipeline resulting from
the decision backlog.
Major wins during the year included the 6.5 year UK National Gauging Database
project with Network Rail, the 2,000 Km One Rail Australia ballast profiling
project and the Southeastern Pennsylvania Transportation Authority (SEPTA)
project via our partnership with Holland LP. After the FY22 year closed, we
announced a new contract with Angel Trains in the UK, whereby our LiDAR
scanners will roll out across their fleet, the first example of our vision of
all trains capturing track LiDAR and imagery all of the time.
Overview of results
GBP 000's Twelve months to 30 June 2022 Twelve months to 30 June 2021 % Change % Change constant currency
Total Revenue 2,273 1,690 34% 33%
Cost of sales (775) (649) 19% 10%
Other expenses excluding cost of sales (3,300) (2,887) 14% 17%
Grant Income 597 617 -3% -9%
Other income - 7 -100% -100%
Loss before Income tax (1,205) (1,222) -1% -2%
Gross margin improved by 38% and expense growth in constant currency was
substantially less than half of the revenue growth. As we increase the
volume of rail miles captured and analysed, margins will continue to improve.
Strategy
Our plan for the financial year FY22 was focused on achieving growth with
existing and new customers in our key markets of the UK, United States and
Australia, allied with investing time and effort to expand our partner
channel. In FY23 this focus will continue. More track miles under management
and more products provided to each customer results in organic account led
growth, in turn leading to margin improvement. Furthermore, higher numbers of
scanners running continuously upon a greater number of trains will result in a
greater proportion of future revenues being of a recurring nature.
Ongoing Cordel product development will expand processing and capability
across data capture, data processing and insights generated. The nature of the
machine learning approach means our offering is in a state of perpetual
self-improvement, a virtuous circle in which the datasets added from each new
customer and application refine our solution's knowledge base and recommended
actions.
We were pleased with the industry response to our new generation Nextcore
Lumos scanners and, while we were impacted by component supply chain issues in
the first half, we were able to ship 12 units in the second half.
Ongoing operations
As of 30 June 2022, the Company had cash of £339,665 and receivables of
£640,598.
The Company operates from offices in Newcastle, Australia while staff in the
UK and USA work from home offices, a model which has become widely accepted in
the technology industry following the Covid-19 pandemic. The Company intends
to recruit new employees as part of expanding the business and management will
focus on motivating a strong and committed team whilst ensuring efficient and
careful use of available resources.
We ensure effective global communications across time zones by using
communications technology particularly video conferencing. Ensuring
alignment across functional teams is critical and we continue to work hard to
preserve and enhance the current culture of energy, hard work, commitment,
enjoyment and fulfillment. We have deployed robust systems and processes for
financial management, customer support and product development management, in
preparation for scaling the Company.
Outlook
We are confident of continuing our current growth trend in FY23, acquiring new
customers and providing new services to our existing customer base. We look
forward to delivering growth in value for our shareholders.
_____________________________
Nicholas Smith
Chief Executive Officer
14 October 2022
4. PRINCIPAL RISKS AND UNCERTAINTIES
The management of the business and the execution of the Group's growth
strategies are subject to a number of risks which could adversely affect the
Group's future development. The following is not an exhaustive list or
explanation of all risks and uncertainties associated with the Group but those
considered by management to be the principal risks:
Risks relating to the Group and the industry in which it operates:
Dependence on major clients
The Group's future growth relies on new sales to rail and road network owners
in multiple countries. These owners typically have complex procurement
arrangements which include product trials and competitive tenders. This risk
is mitigated by the Group's plan to enter into reseller agreements with
Engineering Consulting firms, who will in effect become the clients.
Business strategy
Although the Group has a clearly defined strategy, there can be no guarantee
that its objectives will be achieved or that the Group will achieve the level
of success that the Company's directors expect. Therefore, the Group may
decide to change aspects of its strategy as needed. The Group's ability to
implement its business strategy successfully may be adversely impacted by
factors that the Group cannot currently foresee, such as unanticipated market
forces, costs and expenses or technological factors. Should it be unsuccessful
in implementing its strategy or should it take longer than expected to
implement, the future financial results of the Group could be negatively
impacted. This risk is mitigated by the continual review of the business
performance to its plan and that changes are made to ensure the Group has
sufficient liquidity to pursue its current plan.
Technological changes
Generally, product markets are exposed to rapid technological change, changes
in use, changes to customer requirements and preferences; and services
employing new technologies and the emergence of new industry standards and
practices. The Group operates in a market with such changes which have the
potential to render the Group's existing technology and products competitively
impaired.
To successfully remain competitive, the Group will ensure continued product
improvement and the development of new markets and capabilities to maintain a
pace congruent with changing technology. This added strain may stretch the
Group's capital resources which may adversely impact the revenues and
profitability of the Group. The Group's success is dependent on the ability to
effectively respond and adapt to technological changes and changes to customer
preferences. There can be no assurance that the Group will be able to
effectively anticipate future technological changes or changes in customer
preferences. Furthermore, there is also no assurance that the Group will have
sufficient financial resources to effectively respond in a timely manner if
such a change is anticipated.
Competition
There is no guarantee against new entrants or current competitors providing
superior technologies, products or services to the market. There is no
certainty that new entrants or current competitors will not provide equivalent
products for a lower price. The Group may be forced to make changes to one or
more of its products or to its pricing strategy to effectively respond to
changes in customer preferences in order to remain competitive. This may
impact negatively on the Group's financial performance. The Group will
continue to review its competitive position and adjust its business plan to
maintain relevance to its customers' requirements.
Inability to contract with customers on the most favourable terms to the Group
The Group contracts with a wide variety of companies and partners, many of
which are in strong negotiating positions and have greater financial resources
than the Group. The Group may in the future have limited scope for negotiation
of the price or contract terms with some of its major clients.
The Group's software may not perform as expected and the Group could be at
risk of defects which adversely affect its customers
There is no guarantee that the Group's platforms will perform as intended.
Costs spent on developing the Platform may therefore not be recouped and this
may result in reduced profitability for the Group. As the Group's platforms
are complex, they may contain defects or vulnerabilities which may not be
detected until after its deployment to major customers. To mitigate this risk
the Group has implemented applicable internal code review and testing
processes. The software is then subject to customer acceptance testing and an
ongoing high level of technical support.
Data security and data privacy
The Group is subject to data and privacy regulations, particularly General
Data Protection Regulation ('GDPR'). Failure to comply with legal or
regulatory requirements relating to data security or data privacy in the
course of the Group business activities, results in reputational damage, fines
or other adverse consequences, including criminal penalties and consequential
litigation, adverse impact on the Group's financial results or unfavourable
effects on the Group's ability to do business. To mitigate this risk the Group
has implemented policies and processes to ensure data is held securely and
privacy is maintained.
Dependence on key executives and personnel
The Group is dependent on a small number of key executives. In addition, the
future performance of the Group will, to some extent, be dependent on its
ability to retain the services and personal connections or contacts of key
executives and to attract, recruit, motivate and retain other suitably
skilled, qualified and industry experienced personnel to form a high calibre
management team. Such key executives are expected to play an important role in
the development and growth of the Group in particular, by maintaining good
business relationships with regulatory and governmental departments and
essential partners, contractors and suppliers. The failure to appoint or
retain such people could adversely affect the Group.
Ability to recruit and retain skilled personnel
The Group believes that it has the appropriate incentive structures to attract
and retain the calibre of employees necessary to ensure the efficient
management and development of the Group. However, any difficulties encountered
in hiring appropriate employees and the failure to do so, or a change in
market conditions that renders current incentive structures ineffective, may
have a detrimental effect upon the trading performance of the Group. The
ability to attract new employees with the appropriate expertise and skills
cannot be guaranteed.
Financial controls and internal reporting procedures
The Group's future growth and prospects will depend on its ability to manage
growth and to continue to maintain, expand and improve operational, financial
and management information systems on a timely basis, whilst at the same time
maintaining effective cost controls. Any damage to, failure of or inability to
maintain, expand and upgrade effective operational, financial and management
information systems and internal controls in line with the Group's growth,
could have a material adverse effect on the Group's business, financial
condition and results of operations. The Group mitigates this through the
implementation of internal controls as well as the review of monthly financial
performance by the Board.
Economic uncertainty
Any economic downturn either globally or locally in any area in which the
Group operates may have an adverse effect on demand for the Group's products.
A more prolonged downturn may lead to an overall decline in sales. Economic
uncertainty might have an adverse impact on the Group's operations and
business results. To mitigate this risk the Group will monitor both the
Group's performance and general market conditions on a monthly basis. The
Group will also maintain adequate liquidity to sustain short term fluctuations
in market conditions.
Covid -19
During the financial year, Covid-19 has had minimal impact on the operations
and revenue growth of the business. Corridor Holdings Pty Ltd has received
benefits from the Australian Commonwealth Government, with respect to Job
Keeper and the Economic Boost, and New South Wales Government in relation to
payroll tax. Staff have been able to effectively work from home during the
different phases of the pandemic with minimal impact on productivity and
product delivery. Procedures have been put in place to ensure the safety of
staff upon return to the office. Despite travel restrictions to local and
overseas conferences, teleconferencing has been an effective tool in
continuing to market the product range. Some supply chain problems have been
encountered, however alternative suppliers and increased inventory holdings
have mitigated business impact.
5. PEOPLE
Equal opportunity
The Group is committed to an active equal opportunities policy. It is the
Group's policy to promote an environment free from discrimination, harassment
and victimisation, where everyone receives equal treatment regardless of
gender, colour, ethnic or national origin, disability, age, marital status,
sexual orientation or religion. Employment practices are applied which are
fair, equitable and consistent with the skills and abilities of the employees
and the needs of the Group.
Disabled employees
Applications for employment by disabled persons are always fully considered,
bearing in mind the aptitudes of the applicant concerned. In the event of
members of staff becoming disabled, every effort is made to ensure that their
employment with the Group continues and that appropriate re-training is
arranged. It is the policy of the Group that the training, career development
and promotion of disabled persons should, as far as possible, be identical
with that of other employees.
This report is made in accordance with a resolution of directors.
On behalf of the directors
_____________________________
Ian Buddery
Chairman
14 October 2022
CORPORATE GOVERNANCE
The Directors acknowledge the importance of high standards of corporate
governance and intend, given the Group's size and the constitution of the
Board, to comply with the principles set out in the QCA Corporate Governance
Code published by the Quoted Companies Alliance in April 2019 (the 'QCA Code')
and, where it does not comply with any of its recommendations, to explain the
reasons therefor.
In the Board's opinion, the Group currently complies with the ten principles
of the QCA Code which, together, are designed to deliver growth, maintain a
dynamic management framework and build trust. As the Group expands, the Board
will review its corporate governance framework and will consider adoption of
additional principles and practices including from the UK Corporate Governance
Code 2018 published by the Financial Reporting Council (the 'UK Corporate
Governance Code').
Read more in our Corporate Governance Statement of Compliance with the QCA
Corporate Governance Code at the following website link:
https://cordel.ai/wp-content/uploads/2022/04/Cordel-Statement-of-QCA-compliance-2022.pdf
On behalf of the Directors
_____________________________
Ian Buddery
Chairman
14 October 2022
DIRECTORS' REPORT
The Directors present their report, together with the financial statements, on
the consolidated entity (referred to hereafter as the 'Group') consisting of
Cordel Group plc (referred to hereafter as the 'Company' or 'parent entity')
and the entities it controlled during the year ended 30 June 2022.
Directors
The following persons were Directors of Cordel Group plc up to the date of
this report, unless otherwise stated:
Ian
Buddery
Non-Executive Chairman
Nicholas
Smith
Executive Director and Chief Executive Officer
John
Davis
Independent Non-Executive Director
Jonathan
Macleod
Independent Non-Executive Director
Nicholas
McInnes
Independent Non-Executive Director
Robert
Lojszczyk
Executive Director and Chief Financial Officer
Aaron
Hoye
Executive Director and Chief Technology Officer
(appointed as director on 14 April 2022)
Ian Buddery, aged 65 - Non-Executive Chairman
Ian has extensive public company experience and a long background in the
telecommunications and financial services industries in both international and
local markets. Ian has founded multiple companies; obtained venture capital
and angel funding, performed two IPOs, six acquisitions and two significant
trade sales. Ian was the founder, CEO and Executive Chair of eServGlobal,
founded in 1991 and listed on the Australian Securities Exchange ('ASX') in
2000 and the AIM in 2004. (LSE: ESG).
Ian was appointed a Director of Cordel Group plc Ltd in October 2013.
Nicholas Smith, aged 37 - Executive Director and Chief Executive Officer
Results focused with an outstanding record of founding, growing and scaling
technical businesses, Nicholas has a demonstrated ability to lead and manage
geographically dispersed teams while maintaining the culture of the
organisation. He has strong strategic business development attributes with the
ability to build a loyal following though the practice of strong technical
awareness and open communication.
Nicholas was appointed as Chief Executive Officer on 1 February 2021.
Nicholas was previously Vice President Sales and Executive Director of Cordel
Group plc being appointed on 6 November 2019.
John Davis, aged 52 - Independent Non-Executive Director
John has been working with banks and SMBs for more than 20 years. Based in
London, John was the Marketing and Product Director for Barclays Business from
2005-2010 before setting out on an entrepreneurial career as the co-owner and
Managing Director of Business Centric Services Group Limited, an award
winning, high growth business, helping banks and telecommunication companies
to enhance their digital engagement with and propositions for small and medium
sized businesses. He also
acted as Chair and co-owner of two other London based FinTech start-ups. John
completed the sales of all three of these companies during 2016 and 2018.
Jonathan Macleod, aged 65 - Independent Non-Executive Director
Jonathan is a practicing Chartered Accountant and Financial Adviser with over
30 years of experience in the Financial Services and Software industries in
both NZ and Australia. He has held senior executive positions within the
National Bank of NZ and Rabobank Australia/NZ. Jonathan was the Chief
Financial Officer of ASX listed company eServGlobal from 2008 to 2010.
Nicholas McInnes, aged 68 - Independent Non-Executive Director
Nicholas McInnes has been a United Kingdom diplomat through much of his
career, focusing on international trade and investment in such key positions
as the British Consul General, Sydney and Director General Trade &
Investment for Australia and New Zealand; and Director Trade & Investment
USA and Deputy Consul General New York.
Nicholas was appointed to the Board of Cordel Group plc on 13 March 2020.
Robert Lojszczyk, aged 65 - Executive Director, Chief Financial Officer and
Company Secretary
Robert is a widely experienced senior finance executive with a blue chip
organisational and commercial background. He has operated in finance roles
of increasing seniority, scope and complexity. In many cases operating with
small to medium sized profit centres making up the business across
multinational boundaries.
Robert is a Fellow Certified Practicing Accountant and joined Cordel Group plc
as Chief Financial Officer and Executive Director on 13 March 2020.
Aaron Hoye, aged 41 - Executive Director, Chief Technology Officer
Aaron co-founded Cordel Group plc in 2012 and has extensive technology
experience of both hardware and software across a range of settings, covering
remote sensor technologies, including LiDAR and photogrammetry, data fusion
and data processing, machine learning and UI design. He has a degree in
Computer Science and Mathematics from the University of Newcastle, New South
Wales.
Aaron was appointed to the Board of Cordel Group plc on 14 April 2022.
Principal activities
Information on the Group's principal activities are disclosed in the strategic
report.
Results and dividends
The loss for the Group after providing for income tax and non-controlling
interest amounted to £1,195,812 (30 June 2021: £970,372).
No dividend has been paid during the financial year and the directors do not
recommend a final dividend in respect of the year ended 30 June 2022 (30 June
2021: £nil).
Further commentary on the financial results are disclosed in the financial
review by the Chief Executive Officer within the strategic report.
Going concern
The Group's business activities, together with the factors likely to affect
its future development, performance and financial position are given in the
strategic review and this directors' report. In addition, the notes to the
financial statements include details on the Group's borrowing facilities and
its objectives, policies and processes for managing its capital; its financial
risk management objectives; and its exposures to credit risk and liquidity
risk.
The Group has considerable financial resources together with a member base
split across different geographic areas. The Group's forecasts and
projections, taking into account reasonably possible changes in trading
performance and the newly acquired contracts, show that the Group should be
able to operate for the foreseeable future with the current working capital.
As a consequence, the directors believe that the Group is well placed to
manage its business risks successfully.
The directors have, at the time of approving the financial statements, a
reasonable expectation that the Company and the Group have adequate resources
to continue in operational existence for the foreseeable future. Thus, they
continue to adopt the going concern basis of accounting in preparing the
financial statements.
Likely future developments
Information on likely future developments of the Group are disclosed in the
strategic report.
Financial instruments
Information on the Group's financial instruments are disclosed in the
strategic report and note 25 to the financial statements.
Charitable and political donations
No charitable or political donations were made during the financial year.
Disabled employees
Due to the size of the Group, no formal policy for the employment of disabled
persons has been established. However, the Group gives full consideration to
employment applications from disabled persons where the candidate's particular
aptitudes and abilities are consistent with adequately meeting the
requirements of the job.
Indemnity of directors
The Company has indemnified the directors of the Company for costs incurred,
in their capacity as a director, for which they may be held personally liable,
except where there is a lack of good faith.
Substantial shareholdings
The substantial shareholders in the Company as at 30 June 2022 were as
follows:
Nicholas Smith 15.02%
Aaron Hoye 15.02%
Disclosure of information to the auditors
So far as each person who was a director at the date of approving this report
is aware, there is no relevant audit information, being information needed by
the auditor in connection with preparing its report, of which the auditor is
unaware. Having made enquiries of fellow directors and the Group's auditor,
each director has taken all the steps that they are obliged to take as a
director in order to make themselves aware of any relevant audit information
and to establish that the auditor is aware of that information.
Auditor
Oury Clark, pursuant to section 487 (2) of the Companies Act 2006, are deemed
to be re-appointed.
This report is made in accordance with a resolution of directors.
On behalf of the directors
_________________
Ian Buddery
Chairman
14 October 2022
DIRECTORS' RESPONSIBILITIES STATEMENT
The directors are responsible for preparing the strategic report, directors'
report and the financial statements in accordance with applicable law and
regulation.
UK Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the Group
financial statements in accordance with International Financial Reporting
Standards ('IFRS') as adopted by the United Kingdom and financial statements
of the Company in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards and applicable law) including
FRS 101 'Reduced Disclosure Framework'. Under company law the directors must
not approve the financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and Company and the
profit or loss of the Group for that year.
In preparing these financial statements, the directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and accounting estimates that are reasonable and
prudent;
· state whether applicable IFRS as adopted by the United Kingdom
and applicable United Kingdom Accounting Standards have been followed for the
Group and the Company respectively, subject to any material departures
disclosed and explained in the financial statements; and
· prepare the financial statements on a going concern basis unless
it is inappropriate to presume that the Group and Company will continue in
business.
The directors confirm they have complied with all the above requirements in
preparing the financial statements.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and Company's transactions and
disclose with reasonable accuracy at any time, the financial position of the
Group and Company and enable them to ensure that the financial statements
comply with the Companies Act 2006 and, as regards the Group financial
statements, Article 4 of the IAS Regulation. They are also responsible for
safeguarding the assets of the Group and Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
_________________
Ian Buddery
Chairman
14 October 2022
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CORDEL GROUP PLC
Opinion
We have audited the group financial statements of Cordel Group PLC (the
'parent company') and its subsidiaries (the 'group') for the year ended 30
June 2022 which comprise the Consolidated Statement of Profit or Loss and
Other Comprehensive Income, the Consolidated Statement of Financial Position,
the Company Statement of Financial Position, the Consolidated Statement of
Changes in Equity, the Company Statement of Changes in Equity, the
Consolidated Statement of Cash Flows and Notes to the Statement of Cash Flows,
Notes to the Consolidated Financial Statements and Notes to the Company
Financial Statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation
is applicable law and International Financial Reporting Standards (IFRSs) as
adopted by the United Kingdom, including FRS101 "Reduced Disclosure Framework"
(United Kingdom Generally Accepted Accounting Practice).
In our opinion:
- the financial statements give a true and fair view of the state of the
group's and of the parent company's affairs as at 30 June 2022 and of the
group's loss for the year then ended;
- the group financial statements have been properly prepared in accordance
with IFRSs as adopted by the United Kingdom;
- the parent company financial statements have been properly prepared in
accordance with United Kingdom Generally Accepted Accounting Practice; and
- the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditors' responsibilities for the
audit of the financial statements section of our report. We are independent of
the group and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed public entities, and we have
fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to
which the ISAs (UK) require us to report to you where:
- the directors' use of the going concern basis of accounting in the
preparation of the financial statements is not appropriate; or
- the directors have not disclosed in the financial statements any identified
material uncertainties that may cast significant doubt about the company's
ability to continue to adopt the going concern basis of accounting for a
period of at least twelve months from the date when the financial statements
are authorised for issue.
Overview of our audit approach
Key audit matters
1. Going concern
2. Foreign exchange
3. Share options
Audit scope
1. We performed an audit of the parent company and the consolidated
entity.
2. We did not audit the components located in Australia, though our
consolidated audit included direction of those component audits, a review of
the procedures and work undertaken on these by the local authorised auditors
together with an assessment of those auditors.
3. We did not audit the component located in America. This component
did not need a local audit. We undertook audit work in relation to elements
that were material to the group, utilising local expertise where needed.
4. We did not audit the 100% UK subsidiary, as this was not required
to be audited. However, we did undertake audit work on the elements that were
material to the group financial statements.
Materiality
1. Overall group materiality was £60,000. This represents 5% of the
loss in the year, reduced slightly to allow for any adjustments during the
audit.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of
the financial statements, as a whole, and in our opinion thereon, and we do
not provide a separate opinion on these matters.
Going concern Risk
1. The group recorded significant losses in the year.
2. There is a risk that given if the group doesn't secure new contracts
and manage it's cost base in line with it's forecast that they won't have
sufficient funds to meet its debts as they fall due.
Our response to the risk
1. We inspected management's going concern assessment and challenged
the forecast assumptions provided, particularly in respect of future sales and
the certainty of these.
2. We discussed and assessed the progress of discussions for
prospective projects.
3. We inspected contracts and documentation to support progress of
non-contracted projects.
4. We assessed going concern in light of the above.
5. We discussed the going concern assessment with the firm's internal
Ethical and Technical Committee who were in agreement with the assessment.
Foreign Exchange Risk
1.The group recorded a significant foreign exchange gain to other
comprehensive income in respect of one of its subsidiaries.
2. There is a risk that this was incorrectly calculated.
Our response to the risk
1. We inspected the foreign exchange movements for the current and the prior
year.
2. We identified an omission from the prior year of a foreign exchange credit
which was then included in the current year.
Key observations communicated to the audit committee
1. Based on our audit procedures we established a material foreign
exchange credit was omitted from the prior year which impacted both the stand
alone and consolidated financial statements. A prior year adjustment was made
to correct this.
An overview of the scope of our audit
Our assessment of audit risk, our evaluation of materiality and our allocation
of performance materiality determine our audit scope for each entity within
the group. Taken together, this enables us to form an opinion on the
consolidated financial statements. We take into account size, risk profile,
the organisation of the group and effectiveness of group-wide controls,
changes in the business environment and other factors such as recent internal
audit results when assessing the level of work to be performed at each entity.
In assessing the risk of material misstatement to the group financial
statements, and to ensure we had adequate quantitative coverage of significant
accounts in the financial statements, we selected all components covering
entities within Australia, United States of America and the United Kingdom,
which represent the principal business units within the Group.
Of all the components selected, we performed an audit of the complete
financial information of the UK parent entity. We reviewed the work undertaken
by component auditors of the Australian entities. We also performed audit
testing on the material elements of the United States of America entity,
utilising experts where needed and the UK subsidiary entity.
The reporting components where we performed audit procedures or reviewed
component auditor procedures undertaken accounted for 100% of the Group's loss
before tax, 100% of the Group's revenue and 100% of the Group's total assets.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in
evaluating the effect of identified misstatements on the audit and in forming
our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the
aggregate, could reasonably be expected to influence the economic decisions of
the users of the financial statements. Materiality provides a basis for
determining the nature and extent of our audit procedures.
We determined materiality for the Group to be £60,000 (2021: £102,000) which
is less than 5% of the operating loss for the year (2021: 10% of the operating
loss for the year). We believe that losses are the most appropriate basis for
materiality as the group is still in the early stages of development and is
still incurring significant losses. During the course of the audit we
reassessed initial materiality as required, though no updates to the
materiality figure were made.
Performance materiality
The application of materiality at the individual account or balance level. It
is set at an amount to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with our assessment of the
Group's overall control environment, our judgement was that performance
materiality was 75% (2021: 90%) of our planning materiality, being £45,000
(2021: £91,800). We have set performance materiality at this level as we
consider the overall control environment to be good and the risk of the audit
to be high.
Reporting threshold
The amount below which identified misstatements are considered as being
clearly trivial
It was decided that we would report all audit differences in excess of £2,500
(2021: £5,000), which is set as less than 5% of materiality, as well as
differences below that threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative
measures of materiality discussed above and in light of other relevant
qualitative considerations in forming our opinion.
Other information
The directors are responsible for the other information. The other information
comprises the information set out in the Strategic and Director's Report, and
the Director's responsibilities statement, but does not include the financial
statements and our Report of the Auditors thereon.
Our opinion on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is inconsistent with the financial statements, or our knowledge
obtained in the audit or otherwise appears to be misstated. If we identify
such inconsistencies or apparent misstatements, we are required to determine
whether there is a material misstatement in the financial statements or a
misstatement of the other information. If, based on the work we have
performed, we conclude that there is a misstatement of this other information,
we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Report of the Directors for the financial year
for which the financial statements are prepared is consistent with the
financial statements; and
- the Report of the Directors has been prepared in accordance with applicable
legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent
company and its environment obtained in the course of the audit, we have not
identified any matters in the Group Strategic Report or the Report of the
Directors that are inconsistent with our overall view of the financial
statements.
We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our
audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records
and returns; or
- certain disclosures of directors' remuneration specified by law are not
made; or
- we have not received all the information and explanations we require for our
audit; or
- the directors were not entitled to take advantage of the small companies'
exemption from the requirement to prepare a Strategic Report or in preparing
the Report of the Directors.
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities , the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue a Report of the Auditors that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Identifying and assessing potential irregularities, including fraud
In identifying and assessing risks of material misstatement in respect of
irregularities, including fraud and non-compliance with laws and regulations,
our procedures included the following:
1. Considering the nature of the industry, sector, control environment and
current business activities, including possible performance targets and
subsequent remuneration;
2. Enquiring of management concerning policies and procedures relating to:
- complying with laws and regulations and whether there were any instances
of non-compliance; and mitigating, detecting and responding to fraud risk and
whether there has been any actual or possible instances of fraud;
3. Discussing with the engagement team and internal specialists where
necessary, regarding how and where fraud may occur in the financial statements
along with the possible indicators of fraud. We identified the following areas
most likely to be susceptible to fraud:
- false suppliers;
- false expense claims;
- false employees;
- misappropriation of fixed assets;
- limited segregation of duties;
4. Discussing with the engagement team and internal specialists where
necessary, the legal and regulatory framework in which the company operates
and in particular those which would have an impact on the financial
statements. The key laws and regulations considered were the Companies Act
2006, tax legislation, employment law and AIM Rules for Companies.
Audit response to the risks identified
As noted above, we identified false suppliers, false expense claims, false
employees, misappropriation of assets and limited segregation of duties as
matters that would most likely be susceptible to fraud. Our procedures to
respond to these risks included the following:
- Performing analytical procedures to identify any unusual or unexpected
relationships that may indicate risks of material misstatement due to fraud;
- Testing a sample of suppliers to check that they offer appropriate
services for the company and that fees charged appear reasonable;
- Undertaking detailed testing on purchases to confirm they are valid
business expenses;
- Testing an expense claim for a high level employee to check that the
expenses claimed are reasonable and related to the business;
- Existence testing of fixed assets held at the year end;
- Detailed testing of wages including walkthrough of the system to ensure
the country specific risks are covered in each of the different jurisdictions.
Further, we also identified compliance with the Companies Act 2006, tax
legislation, employment law and AIM Rules for Companies as key areas where
there may be possible non-compliance. Our procedures to respond to these risks
included the following:
- Review the financial statement disclosures and testing to supporting
documentation to assess compliance with the Companies Act 2006;
- Reviewing expenses codes for any items not allowable for the tax
computations;
- Being vigilant to any potential indicators of employment disputes;
- Review of correspondence between the entity and the AIM.
The above matters and identified laws and regulations and potential fraud
risks were communicated to all engagement team members and internal
specialists where necessary, in order to enable the team to have the ability
to identify such risks. The whole team remained alert to any indications of
fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above and the
risk of not detecting a material misstatement due to fraud is higher than the
risk of not detecting one resulting from error, as fraud may involve
deliberate concealment.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
Report of the Auditors.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in a Report of the Auditors and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Rachel Lockwood (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG
Notes:
1. The maintenance and integrity of the Cordel Group PLC website is the
responsibility of the directors; the work carried out by the auditors does not
involve consideration of these matters and, accordingly, the auditors accept
no responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.
2. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other
jurisdictions.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR
THE YEAR ENDED 30 JUNE 2022
Note
2022 2021
£ £
Revenue from contracts with customer 5 2,272,683 1,689,998
Other income 6 596,765 616,760
Interest revenue calculated using the effective interest method 12 7,057
Expenses
Hosting fees and other direct costs (775,290) (649,274)
Employee benefits expense 9 (2,191,308) (1,711,384)
Occupancy expense 8 (29,338) (21,898)
Depreciation and amortisation expense 8 (166,797) (113,068)
Other expenses 8 (897,103) (1,029,451)
Finance costs 8 (14,398) (11,112)
Loss before income tax expense (1,204,774) (1,222,372)
Income tax expense 12 4,081 200,551
Loss after income tax expense for the year (1,200,693) (1,021,821)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Share option reserve 59,048 72,148
Foreign currency translation 9,094 (20,699)
Other comprehensive income for the year, net of tax 68,142 51,449
Total comprehensive income for the year (1,132,551) (970,372)
Loss for the year is attributable to:
Non-controlling interest - -
Owners of Cordel Group plc (1,200,693) (1,021,821)
(1,200,693) (1,021,821)
Total comprehensive income for the year is attributable to:
Non-controlling interest - -
Owners of Cordel Group plc (1,132,551) (970,372)
(1,132,551) (970,372)
Pence Pence
Basic earnings per share 31 (0.70) (0.61)
Diluted earnings per share 31 (0.70) (0.61)
The above consolidated statement of profit or loss and other comprehensive
income should be read in conjunction with the accompanying notes
CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2022
Note 2022 2021
£ £
Non-current assets
Goodwill 13 1,223,403 1,223,403
Right to Use Asset 14 98,843 132,518
Property, plant and equipment 15 132,478 126,831
Deferred tax asset 234,842 213,802
Total non-current assets 1,689,566 1,696,554
Current assets
Inventories 16 246,940 190,154
Trade and other receivables 17 640,598 522,212
Prepayments and other debtors 19 668,797 509,522
Cash and cash equivalents 339,665 1,538,150
Total current assets 1,896,000 2,760,038
Non-current liabilities
Lease Liabilities 28 62,392 96,588
Deferred tax 5,151 -
Total non-current liabilities 67,543 96,588
Current liabilities
Trade and other payables 20 548,246 340,185
Employee benefits 157,584 126,559
Unearned Income - 10,680
Lease Liabilities 28 76,921 40,680
Total current liabilities 782,751 518,104
Net current assets 1,113,249 2,241,934
Total assets less current liabilities 2,802,815 3,938,488
Net assets 2,735,272 3,841,900
Equity
Share capital 21 1,704,272 1,687,661
Share premium account 22 9,525,617 9,520,634
Other reserves 23 2,399,764 2,331,622
Accumulated losses (10,894,381) (9,698,017)
Total equity 2,735,272 3,841,900
The above consolidated balance sheet should be read in conjunction with
accompanying notes
The financial statements of Cordel Group plc (company number 11098701 (England
and Wales)) were approved by the Board of Directors and authorised for issue
on 14 October 2022.
They were signed on its behalf by:
___________________________
___________________________
Ian
Buddery
Nicholas Smith
Chairman
Director
14 October
2022
14 October 2022
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2022
Share Share premium Other Accumulated Total equity
capital account* reserves losses
£ £ £ £ £
Balance at 1 July 2020 1,460,854 7,781,192 2,280,174 (8,676,197) 2,846,023
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax - - - (1,021,821) (1,021,821)
Total comprehensive income for the year - - 51,449 (1,021,821) (970,372)
Share issue 226,807 1,739,442 - - 1,966,249
Balance at 30 June 2021 1,687,661 9,520,634 2,331,623 (9,698,018) 3,841,900
v The share premium account is used to recognise the difference between the
issued share capital at nominal value and the capital received, net of
transaction costs.
Share Share premium Other Accumulated Total equity
capital account reserves losses
£ £ £ £ £
Balance at 1 July 2021 1,687,661 9,520,634 2,331,622 (9,698,018) 3,841,900
Loss after income tax expense for the year - - - (1,200,693) (1,200,693)
Other comprehensive income for the year, net of tax - - 68,142 4,330 72,472
Total comprehensive income for the year - - 68,142 (1,196,363) (1,128,221)
Share issue 16,611 4,983 - - 21,594
4
Balance at 30 June 2022 1,704,272 9,525,617 2,399,764 (10,894,381) 2,735,272
The above consolidated statement of changes in equity should be read in
conjunction with the accompanying notes
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2022
Note 2022 2021
£ £
Cash flows from operating activities
Loss before income tax expense for the year (1,200,693) (1,021,821)
Adjustments for:
Depreciation and amortisation 166,797 113,068
Loss/(Gain) on disposal of equipment 11,880 1,272
Foreign exchange differences (5,436) (14,791)
Share option reserve 65,378 72,148
Interest received (12) (7,057)
Interest and other finance costs 14,398 11,112
(949,688) (846,069)
Change in operating assets and liabilities:
Increase in inventories (56,787) (54,982)
Decrease/(increase) in trade and other receivables (118,386) (340,369)
Decrease in contract assets - -
Decrease/(increase) in other operating assets (180,316) (411,435)
(Decrease)/increase in trade and other payables 208,061 86,771
Decrease in contract liabilities - -
Decrease in other liabilities 25,496 (243,373)
(1,069,620) (1,809,457)
Interest received 12 7,057
Interest and other finance costs paid (3,464) (3,365)
Income taxes paid - -
Net cash used in operating activities (1,073,072) (1,805,765)
Cash flows from investing activities
Proceeds from disposal of fixed asset 7,601 2,712
Payments for plant and equipment 15 (160,240) (158,496)
Net cash used in investing activities (152,640) (155,784)
Cash flows from financing activities
Proceeds from issue of shares 21,595 1,966,248
Cash payments for leases 2,044 (18,394)
Interest on lease payments (10,934) (7,747)
Net cash from financing activities 12,705 1,940,107
Net (decrease)/increase in cash and cash equivalents (1,213,007) (21,442)
Cash and cash equivalents at the beginning of the financial year 1,538,150 1,564,267
Effects of exchange rate changes on cash and cash equivalents 14,522 (4,675)
Cash and cash equivalents at the end of the financial year 339,665 1,538,150
Included in the decrease of trade and other payables during the year were
lease payments of £50,732 (2021: £37,093).
The above consolidated statement of cash flows should be read in conjunction
with the accompanying notes
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. GENERAL INFORMATION
The financial statements cover Cordel Group plc ('Company') and the entities
it controlled during the financial year (referred to as the 'Group'). The
financial statements are presented in Pound Sterling, which is Cordel Group
plc's functional and presentation currency. The group's functional currency in
Australia is Australian Dollars and in the United States of America it is US
Dollars.
The Company was incorporated on 6 December 2017 as a private company,
Maestrano Group Limited. On 19 April 2018, as part of a Group reorganisation,
the Company acquired 100% of the ordinary shares of Cordel Pty Ltd from the
existing shareholders and became the immediate and ultimate parent of the
Group. On 11 May 2018, the Company converted to a public company, Maestrano
Group plc and on 30 May 2018 was admitted onto the Alternative Investment
Market ('AIM'). On 31 October 2019, Maestrano Group plc acquired the shares in
Corridor Holdings Pty Ltd (previously Airsight Holdings Pty Ltd). On 18
November 2021 the company changed its name by special resolution to Cordel
Group plc.
Cordel Group plc is a listed public company limited by shares, incorporated
and domiciled in England and Wales. Its registered office and principal place
of business are:
Registered
office
Principal place of business
10 John
Street
2/2 Frost Drive
London WC1N
2EB
Mayfield West NSW 2304
United
Kingdom
Australia
A description of the nature of the Group's operations and its principal
activities are included in the strategic report, which is not part of the
financial statements.
The financial statements were authorised for issue, in accordance with a
resolution of directors, on 14 October 2022. The directors have the power to
amend and reissue the financial statements.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of these
financial statements are set out below. These policies have been consistently
applied to all the years presented, unless otherwise stated.
Going concern
The financial statements have been prepared assuming the Group will continue
as a going concern. Under the going concern assumption, an entity is
ordinarily viewed as continuing in business for the foreseeable future.
The directors consider that the Group is in a growth phase and believe it has
identified a niche market area to exploit. During the year ended 30 June 2020
the group acquired the Airsight Holdings group (now Corridor Holdings) and
made further investment in the pre-existing technology and intellectual
property owned by Airsight Holdings within the Cordel Pty Ltd entity. This
enabled the Group to begin product commercialisation in the year to 30 June
2021.
As a result of this business model, there is a proportion of contractual
revenue which has a non-contractual usage element. Whilst this usage element
is not contractual in itself, it is effectively certain. However, the
group's ability to continue as a going concern is dependent on them securing
sufficient business and managing their cost base accordingly.
The directors have considered the Group's existing working capital and are of
the opinion that the Group
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
has adequate resources to undertake its planned programme of activities for
the 12 months from the date of approval of these financial statements.
Basis of preparation
The consolidated financial statements are prepared in accordance with
International Financial Reporting Standards ('IFRS' or 'IFRSs') as adopted for
use in the United Kingdom and IFRS Interpretations Committee interpretations
(together 'UK IFRS') and the UK Companies Act 2006.
Historical cost convention
The consolidated financial statements are prepared under the historical cost
convention.
Critical accounting estimates
The preparation of the consolidated financial statements requires the use of
certain critical accounting estimates. It also requires management to exercise
its judgement in the process of applying the Group's and Company's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial
statements, are disclosed in note 3.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities
of all subsidiaries of Cordel Group plc as at the balance sheet dates
presented and the results of all subsidiaries for the year then ended.
Subsidiaries are all those entities over which the Group has control. The
Group controls an entity when the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to
affect those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are de-consolidated from the date that control
ceases.
Intercompany transactions, balances and unrealised gains on transactions
between entities in the Group are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of the impairment of the
asset transferred. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.
The acquisition of common control subsidiaries is accounted for at book value.
The acquisition of other subsidiaries is accounted for using the acquisition
method of accounting. A change in ownership interest, without the loss of
control, is accounted for as an equity transaction, where the difference
between the
consideration transferred and the book value of the share of the
non-controlling interest acquired is recognised directly in equity
attributable to the parent.
Where the Group loses control over a subsidiary, it derecognises the assets
including goodwill, liabilities and non-controlling interest in the subsidiary
together with any cumulative translation differences recognised in equity. The
Group recognises the fair value of the consideration received and the fair
value of any investment retained together with any gain or loss in profit or
loss.
Operating segments
Operating segments are presented using the 'management approach', where the
information presented is on the same basis as the internal reports provided to
the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the
allocation of resources to operating segments and assessing their performance.
Foreign currency translation
The consolidated financial statements are presented in Pound Sterling, which
is Cordel Group plc's presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Pound Sterling 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 financial year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in profit or
loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Pound
Sterling using the exchange rates at the reporting date. The revenues and
expenses of foreign operations are translated into Pound Sterling
using the average exchange rates, which approximate the rates at the dates of
the transactions, for the period. All resulting foreign exchange differences
are recognised in other comprehensive income through the foreign currency
reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign
operation or net investment is disposed of.
Revenue recognition
Revenue is recognised at an amount that reflects the consideration to which
the Group is expected to be entitled in exchange for transferring goods or
services to a customer. For each contract with a customer, the Group:
identifies the contract with a customer; identifies the performance
obligations in the contract; determines the transaction price which takes into
account estimates of variable consideration and the time value of money;
allocates the transaction price to the separate performance obligations on the
basis of the relative stand-alone selling price of each distinct good or
service to be delivered; and recognises revenue when or as each performance
obligation is satisfied in a manner that depicts the transfer to the customer
of the goods or services promised.
Variable consideration within the transaction price, if any, reflects
concessions provided to the customer such as discounts, rebates and refunds,
any potential bonuses receivable from the customer and any other contingent
events. Such estimates are determined using either the 'expected value' or
'most likely amount' method. The measurement of variable consideration is
subject to a constraining principle whereby revenue will only be recognised to
the extent that it is highly probable that a significant reversal in the
amount of cumulative revenue recognised will not occur.
The measurement constraint continues until the uncertainty associated with the
variable consideration is subsequently resolved. Amounts received that are
subject to the constraining principle are recognised as a refund liability.
Revenue is not recognised in line with when the revenue is received. Revenue
is received prior to the delivery of a good or service.
Grants from government
Grants from government are recognised at their fair value where there is a
reasonable assurance that the grant will be received, and the Group will
comply, with all attached conditions. Government grants which
represent compensation for expenses or losses already incurred are included in
other income in the profit or loss statement in the year in which the expenses
or losses were incurred.
Interest income
Interest income is recognised as interest accrues using the effective interest
method. This is a method of calculating the amortised cost of a financial
asset and allocating the interest income over the relevant period using the
effective interest rate, which is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial asset to the
net carrying amount of the financial asset.
Other income
Other income is recognised when it is received or when the right to receive
payment is established.
Income tax
The income tax expense or benefit for the period is the tax payable on that
period's taxable income based on the applicable income tax rate for each
jurisdiction, adjusted by the changes in deferred tax assets and liabilities
attributable to temporary differences, unused tax losses and the adjustment
recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences
at the tax rates expected to be applied when the assets are recovered or
liabilities are settled, based on those tax rates that are enacted or
substantively enacted, except for:
· When the deferred income tax asset or liability arises from the
initial recognition of goodwill or an asset or liability in a transaction that
is not a business combination and that, at the time of the transaction,
affects neither the accounting nor taxable profits; or
· When the taxable temporary difference is associated with
interests in subsidiaries, associates or joint ventures, and the timing of the
reversal can be controlled and it is probable that the temporary difference
will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and
unused tax losses only if it is probable that future taxable amounts will be
available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets is
reviewed at each reporting date. Deferred tax assets recognised are reduced to
the extent that it is no longer probable that future taxable profits will be
available for the carrying amount to be recovered. Previously unrecognised
deferred tax assets are recognised to the extent that it is probable that
there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally
enforceable right to offset current tax assets against current tax liabilities
and deferred tax assets against deferred tax liabilities; and they relate to
the same taxable authority on either the same taxable entity or different
taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the balance sheet based on current and
non-current classification.
An asset is classified as current when: it is either expected to be realised
or intended to be sold or consumed in the Group's normal operating cycle; it
is held primarily for the purpose of trading; it is expected to be realised
within 12 months after the reporting period; or the asset is cash or cash
equivalent unless restricted from being exchanged or used to settle a
liability for at least 12 months after the reporting period. All other assets
are classified as non-current.
A liability is classified as current when: it is either expected to be settled
in the Group's normal operating cycle; it is held primarily for the purpose of
trading; it is due to be settled within 12 months after the reporting
period; or there is no unconditional right to defer the settlement of the
liability for at least 12 months after the reporting period. All other
liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
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 and other receivables
Trade receivables are initially recognised at fair value and subsequently
measured at amortised cost using the effective interest method, less any
provision for impairment. Trade receivables are generally due for settlement
within 30 days.
The Group has applied the simplified approach to measuring expected credit
losses, which uses a lifetime expected loss allowance. To measure the expected
credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for
expected credit losses.
Contract assets
Contract assets are recognised when the Group has transferred goods or
services to the customer but where the Group is yet to establish an
unconditional right to consideration. Contract assets are treated as financial
assets for impairment purposes.
Plant and equipment
Equipment is stated at historical cost less accumulated depreciation and
impairment. Historical cost includes expenditure that is directly attributable
to the acquisition of the items.
Depreciation is calculated on a straight-line/diminishing value basis to write
off the depreciable amount of each item of equipment over their expected
useful lives as follows:
Office equipment
2 years straight line
Furniture and fixtures
2 years straight line
Leasehold
improvements
4 years straight line
Flight equipment
2 years straight line
Motor vehicles
8 years diminishing value
The residual values, useful lives and depreciation methods are reviewed, and
adjusted if appropriate, at each reporting date.
Equipment under leases are depreciated over the unexpired period of the lease
or the estimated useful life of the assets, whichever is shorter.
An item of equipment is derecognised upon disposal or when there is no future
economic benefit to the Group. Gains and losses between the carrying amount
and the disposal proceeds are taken to profit or loss.
Inventories
Inventories are measured at the lower of cost and net realisable value. The
cost of manufactured products includes direct part costs. Net realisable value
is estimated selling price in the ordinary course of business, less estimated
costs of completion and the estimated costs necessary to make the sale.
Intangible assets
Intangible assets acquired as part of a business combination, are initially
measured at their fair value at the date of the acquisition. Intangible assets
acquired separately are initially recognised at cost. Finite life intangible
assets are subsequently measured at cost less amortisation and any impairment.
The gains or losses recognised in profit or loss arising from the
derecognition of intangible assets are measured as the difference between net
disposal proceeds and the carrying amount of the intangible asset. The
amortisation method and useful lives of finite life intangible assets are
reviewed annually. Changes in the expected pattern of consumption or useful
life are accounted for prospectively by changing the amortisation method or
period.
An annual impairment review is conducted annually to assess whether the
goodwill recognised in respect of acquisition accounting is in need of
impairment. The Directors have reviewed and endorsed a Strategic Business and
Financial Plan prepared by the Management Team for the next 2-3 years. Based
on those assumptions and forecasts, the Directors believe that at this stage
the Goodwill from the Corridor Holdings acquisition (previously Airsight
Holdings) has an indefinite life.
Software
Significant costs associated with purchased software are deferred and
amortised on a reducing balance basis over the period of their expected
benefit, being their finite useful life of two years.
Research and development
Research costs are expensed in the period in which they are incurred.
Development costs are capitalised when it is probable that the project will be
a success considering its commercial and technical feasibility; the Group is
able to use or sell the asset; the Group has sufficient resources; and intent
to complete the development and its costs can be measured reliably.
Capitalised development costs are amortised on a straight-line basis over
the period of their expected benefit. Amortisation commences when the asset is
available for use, i.e. when it is in the location and condition necessary for
it to be capable of operating in the manner intended by management.
Impairment of non-financial assets
Non-financial assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised at the amount by which the asset's carrying
amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of
disposal and value-in-use. The value-in-use is the present value of the
estimated future cash flows relating to the asset using a pre-tax discount
rate specific to the asset or cash-generating unit to which the asset belongs.
Assets that do not have independent cash flows are grouped together to form a
cash-generating unit.
Trade and other payables
These amounts represent liabilities for goods and services provided to the
Group prior to the end of the financial year and which are unpaid. Due to
their short-term nature they are measured at amortised cost and are not
discounted. The amounts are unsecured and are usually paid within 30 days of
recognition.
Contract liabilities
Contract liabilities represent the Group's obligation to transfer goods or
services to a customer and are recognised when a customer pays consideration,
or when the Group recognises a receivable to reflect its unconditional right
to consideration (whichever is earlier) before the Group has transferred the
goods or services to the customer.
Employee benefits
Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions
payable to the company's pension scheme are charged to profit or loss in the
period to which they relate.
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual
leave and long service leave expected to be settled wholly within 12 months of
the reporting date are measured at the amounts expected to be paid when the
liabilities are settled.
Share-based payments
Equity-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that
are provided to employees in exchange for the rendering of services.
The cost of equity-settled transactions is measured at fair value on grant
date. Fair value is independently determined using either the Binomial or
Black-Scholes option pricing model that takes into account the exercise price,
the term of the option, the impact of dilution, the share price at grant date
and expected price volatility of the underlying share, the expected dividend
yield and the risk free interest rate for the term of the option, together
with non-vesting conditions that do not determine whether the Group receives
the services that entitle the employees to receive payment. No account is
taken of any other vesting conditions.
The cost of equity-settled transactions is recognised as an expense with a
corresponding increase in equity over the vesting period. The cumulative
charge to profit or loss is calculated based on the grant date fair value of
the award, the best estimate of the number of awards that are likely to be
exercised after allowing for forfeiture rates, and the expired portion of the
vesting period. The amount recognised in profit or loss for the period is the
cumulative amount calculated at each reporting date less amounts already
recognised in previous periods.
Market conditions are taken into consideration in determining fair value.
Therefore, any awards subject to market conditions are considered to vest
irrespective of whether or not that market condition has been met, provided
all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised
as if the modification has not been made. An additional expense is recognised,
over the remaining vesting period, for any modification that increases the
total fair value of the share-based compensation benefit as at the date of
modification.
If the non-vesting condition is within the control of the Group or employee,
the failure to satisfy the condition is treated as a cancellation. If the
condition is not within the control of the Group or employee and is not
satisfied during the vesting period, any remaining expense for the award is
recognised over the remaining vesting period, unless the award is forfeited.
If an equity-settled award is cancelled, it is treated as if it has vested on
the date of cancellation, and any remaining expense is recognised immediately.
If a new replacement award is substituted for the cancelled award, the
cancelled and new award is treated as if they were a modification.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair
value for recognition or disclosure purposes, the fair value is based on the
price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the
measurement date; and assumes that the transaction will take place either: in
the principal market; or in the absence of a principal market, in the most
advantageous market.
Fair value is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming they act in their economic
best interests. For non-financial assets, the fair value measurement is based
on its highest and best use. Valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure fair
value, are used, maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified into three
levels, using a fair value hierarchy that reflects the significance of the
inputs used in making the measurements. Classifications are reviewed at each
reporting date and transfers between levels are determined based on a
reassessment of the lowest level of input that is significant to the fair
value measurement.
For recurring and non-recurring fair value measurements, external valuers may
be used when internal expertise is either not available or when the valuation
is deemed to be significant. External valuers are selected based on market
knowledge and reputation. Where there is a significant change in fair value of
an asset or liability from one period to another, an analysis is undertaken,
which includes a verification of the major inputs applied in the latest
valuation and a comparison, where applicable, with external sources of data.
Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares are shown
in equity as a deduction, net of tax, from the proceeds.
Dividends
Dividends are recognised when declared during the financial year.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to
the owners of Cordel Group plc, excluding any costs of servicing equity other
than ordinary shares, by the weighted average number of ordinary shares
outstanding during the financial year, adjusted for bonus elements in ordinary
shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of
basic earnings per share to take into account the after income tax effect of
interest and other financing costs associated with dilutive potential ordinary
shares and the weighted average number of shares assumed to have been issued
for no consideration in relation to dilutive potential ordinary shares.
Value-Added Tax ('VAT')/Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated
VAT/GST, unless the VAT/GST incurred is not recoverable from the tax
authority. In this case it is recognised as part of the cost of the
acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of VAT/GST
receivable or payable. The net amount of VAT/GST recoverable from, or payable
to, the tax authority is included in other receivables or other payables in
the balance sheet.
Cash flows are presented on a gross basis. The VAT/GST components of cash
flows arising from investing or financing activities which are recoverable
from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of VAT/GST
recoverable from, or payable to, the tax authority.
Leases
The Group assesses at contract inception whether a contract is, or contains, a
lease, that is if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all
leases, except for short-term leases and leases of low-value assets. The Group
recognises lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.
Right-of-use assets
The Group recognises right-of-use assets at the commitment date of the lease
(ie. The date the underlying asset is available for use). Right-of-use assets
are measured at cost, less any accumulated depreciation and impairment losses,
and adjusted for any measurement of lease liabilities. The cost of
right-of-use assets includes the amount of lease liabilities recognised,
initial direct costs incurred, and lease payments made at or before the
commencement date less any lease incentives received. Right-of-use assets are
depreciated on a straight-line basis over the shorter of the lease term and
estimated useful life of the assets, as follows:
Property
10 years
If ownership of the leased asset transfers to the Group at the end of the
lease term or the cost reflects the exercise of a purchased option,
depreciation is calculated using the estimated useful life of the asset.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities
measured at the present value of lease payments to be made over the lease
term. The lease payments include fixed payments (including in-substance fixed
payments) less any lease incentives receivable, variable lease payments that
depend on an index or a rate, and amounts expected to be paid under residual
value guarantees. The lease payments also include the exercise price of a
purchase option reasonably certain to be exercised by the Group and payments
of penalties for terminating the lease, if the lease terms reflects the Group
exercising the option to terminate. Variable lease payments that do not depend
on an index or a rate are recognised as expenses (unless they are incurred to
produce inventories) in the period in which the event or condition that
triggers the payment occurs.
In calculating the present value of lease payments, the Group uses the
interest rate implicit in the lease. After the commencement date, the amount
of lease liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made. In addition, the carrying amount of lease
liabilities is remeasured if there is a modification, a change in the lease
term, a change in the lease payments (e.g., changes to future payments
resulting from a change in an index or rate used to determine such lease
payments) or a change in the assessment of an option to purchase the
underlying asset.
The Group's lease liabilities are presented separately in the statement of
financial position.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term
leases of machinery and equipment (i.e., those leases that have a lease term
of 12 months or less from the commencement date and do not contain a purchase
option). It also applies the lease of low-value assets recognition exemption
to leases of office equipment that are considered to be of low value. Lease
payments on short-term leases and leases of low-value assets are recognised as
an expense on a straight-line basis over the lease term.
A depreciation charge for the leased asset and an interest expense on the
lease liability is recognised in the profit and loss in accordance with IFRS
16. For classification within the statement of cash flows, the lease payments
are separated into both a principal (financing activities) and interest
(either operating or financing activities) component.
Cashflow statement
The cash flow statement is prepared under the indirect method.
NOTE 3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements requires management to make
judgements, estimates and assumptions that affect the reported amounts in the
financial statements. Management continually evaluates its judgements and
estimates in relation to assets, liabilities, contingent liabilities, revenue
and expenses. Management bases its judgements, estimates and assumptions on
historical experience and on other various factors, including expectations of
future events, management believes to be reasonable under the circumstances.
The resulting accounting judgements and estimates will seldom equal the
related actual results.
The accounting judgements, estimates and assumptions that have a significant
risk of causing an adjustment to the carrying amounts of assets and
liabilities (refer to the respective notes) within the next financial year are
discussed below.
Estimates:
Revenue recognition where contracts are in progress
In accordance with the revenue recognition policy detailed in note 2, in
measuring revenue relating to fixed agreements the Group measures the stage of
completion with reference to costs incurred and the total costs estimated for
each contract. The total estimated costs for each contract are reviewed
monthly to ascertain the current stage of completion and requires reasonable
judgments to be made. Judgement
includes allocating transaction prices to each of the performance obligations.
No accrued revenue asset or deferred revenue liability has been recognised.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by
reference to the fair value of the equity instruments at the date at which
they are granted. The fair value is determined by using the Binomial or
Black-Scholes model taking into account the terms and conditions upon which
the instruments were granted. The accounting estimates and assumptions
relating to equity-settled share-based payments would have no impact on the
carrying amounts of assets and liabilities within the next annual reporting
period but may impact profit or loss and equity. Refer to note 32 for
valuation model inputs.
NOTE 4. OPERATING SEGMENTS
Identification of reportable operating segments
The Group operates in one segment being provision of data integration and
analytic services. This operating segment is based on the internal reports
that are reviewed and used by the Board of Directors (who are identified as
the Chief Operating Decision Makers ('CODM')) in assessing performance and in
determining the allocation of resources.
The operating segment information is the same information as provided
throughout the consolidated financial statements and are therefore not
duplicated. Given the research and development expenditure for all types of
product, the board have determined that reportable operating segments would be
too difficult to determine.
Major customers
There are 3 customers contributing external revenue of more than 10% amounting
to £468,343, £460,240 and £392,951 respectively (2021: 2 customers
amounting to £452,967 and £421,895 respectively).
Revenue by geographical area
Revenue from the principal activities of the Group is attributable to the
following geographical areas:
2022 2021
£ £
United Kingdom 976,650 421,895
Australia/New Zealand 937,852 1,035,136
United States of America 135,542 (9,828)
Canada 51,741 -
Asia 170,898 220,368
Europe - 22,427
Total revenue 2,272,683 1,689,998
It was not possible to determine profit or loss by geographical region during
the period.
It was not possible to determine profit or loss by geographical region during
the period.
NOTE 5. CONTRACT REVENUE BY PRODUCT
2022 2021
£ £
Airsight 329,343 345,663
Nextcore 438,197 462,849
Cordel 1,505,143 881,486
2,272,683 1,689,998
NOTE 6. OTHER INCOME
2022 2021
£ £
Government grants and rebates 587,934 600,819
Other income 8,831 15,941
596,765 616,760
Government grants and rebates predominately relate to research and development
rebates.
NOTE 7. EBITDA RECONCILIATION (EARNINGS BEFORE INTEREST EXPENSE, TAXATION,
DEPRECIATION AND AMORTISATION)
2022 2021
£ £
EBITDA reconciliation
Loss before income tax (1,204,774) (1,222,372)
Less: Interest revenue (12) (7,057)
Add: Interest expense 14,398 11,112
Add: Depreciation and amortisation 166,797 113,067
EBITDA (1,023,591) (1,105,250)
Underlying EBITDA represents EBITDA adjusted for significant, unusual and
other one-off items.
2022 2021
£ £
Underlying EBITDA reconciliation
EBITDA and Underlying EBITDA (1,023,592 1) (1,105,250)
Government grants and rebates predominately relate to research and development
rebates.
NOTE 7. EBITDA RECONCILIATION (EARNINGS BEFORE INTEREST EXPENSE, TAXATION,
DEPRECIATION AND AMORTISATION)
2022 2021
£ £
EBITDA reconciliation
Loss before income tax (1,204,774) (1,222,372)
Less: Interest revenue (12) (7,057)
Add: Interest expense 14,398 11,112
Add: Depreciation and amortisation 166,797 113,067
EBITDA (1,023,591) (1,105,250)
Underlying EBITDA represents EBITDA adjusted for significant, unusual and
other one-off items.
2022 2021
£ £
Underlying EBITDA reconciliation
EBITDA and Underlying EBITDA (1,023,592 1) (1,105,250)
The financial statements include both the statutory financial statements and
additional performance measures of EBITDA and Underlying EBITDA. The
directors believe these additional measures provide useful information on the
underlying trend in operational performance going forward without these
unusual and other one-off items.
NOTE 8. EXPENSES
2022 2021
£ £
Loss before income tax includes the following specific expenses:
Depreciation
Leasehold improvements 4,948 4,110
Office equipment 24,291 24,684
Furniture and fixtures 27,120 3,083
Motor vehicles 2,615 3,335
Flight equipment 54,977 32,350
R&D assets 5,025 1,474
Total depreciation 118,976 69,036
Amortisation
Right of use asset 47,821 44,032
Total depreciation and amortisation 166,797 113,068
Occupancy expense
Other occupancy expense 29,338 21,898
Total occupancy expense 29,338 21,898
Finance costs
Lease interest payments 14,398 11,112
Total finance costs expensed 14,398 11,112
Other expenses
Travel and entertainment 47,903 25,500
Marketing services 79,801 88,156
IT infrastructure 103,208 60,692
Professional fees 507,363 541,990
Net foreign exchange (gain)/loss (5,436) (15,575)
Other 164,264 328,688
Total other expenses 897,103 1,029,451
Research and development costs recorded in the consolidated statement of
profit and loss and other comprehensive income were £1,225,750 and £983,032
in 2021. These costs are spread across all the expenses in the year.
NOTE 9. STAFF COSTS
The average number of employees during the year was as follows:
2022 2021
Sales and marketing 5 6
Technical 23 18
Finance and administration 3 3
Average number of employees 31 27
The employee benefits expense during the year was as follows:
2022 2021
£ £
Wages and salaries 1,899,044 1,474,428
Social security costs 88,503 50,342
Other pension costs 138,383 121,362
Share-based payments 65,377 65,252
Total employee benefits expense 2,191,308 1,711,384
Research and development costs recorded in the consolidated statement of
profit and loss and other comprehensive income were £1,225,750 and £983,032
in 2021. These costs are spread across all the expenses in the year.
NOTE 9. STAFF COSTS
The average number of employees during the year was as follows:
2022 2021
Sales and marketing 5 6
Technical 23 18
Finance and administration 3 3
Average number of employees 31 27
The employee benefits expense during the year was as follows:
2022 2021
£ £
Wages and salaries 1,899,044 1,474,428
Social security costs 88,503 50,342
Other pension costs 138,383 121,362
Share-based payments 65,377 65,252
Total employee benefits expense 2,191,308 1,711,384
Included in other creditors at the period end there was unpaid pension costs
of £10,853 (2021: £nil)
NOTE 10. DIRECTORS' REMUNERATION
Details of directors' remuneration is set out below:
2022 2021
Number of directors accruing benefits under money purchase schemes in respect 4 5
of qualifying services
The total remuneration in respect of the year ended 30 June 2022 and paid to
each director who held office during the year as follows:
Salary and fees Share option charge Bonus Post-employment benefits Total
2022 £ £ £ £ £
Non-Executive Directors: 66,264 - - - 66,264
Ian Buddery
John Davis 38,000 - - 1,140 39,140
Jonathan Macleod 32,976 - - 2,970 35,946
Nicholas McInnes 36,667 1,528 - - 38,195
Executive Directors:
Aaron Hoye (appointed April 2022) * 15,954 - - 1,595 17,549
Nicholas Smith 112,423 - - - 112,423
Robert Lojszczyk 79,758 917 - 7,976 88,651
Total directors' remuneration 382,042 2,445 - 13,681 398,168
The total remuneration in respect of the year ended 30 June 2022 and paid to
each director who held office during the year as follows:
Salary and fees Share option charge Bonus Post-employment benefits Total
2022 £ £ £ £ £
Non-Executive Directors: 66,264 - - - 66,264
Ian Buddery
John Davis 38,000 - - 1,140 39,140
Jonathan Macleod 32,976 - - 2,970 35,946
Nicholas McInnes 36,667 1,528 - - 38,195
Executive Directors:
Aaron Hoye (appointed April 2022) * 15,954 - - 1,595 17,549
Nicholas Smith 112,423 - - - 112,423
Robert Lojszczyk 79,758 917 - 7,976 88,651
Total directors' remuneration 382,042 2,445 - 13,681 398,168
Salary and fees Share option charge Bonus Post-employment benefits Total
2021 £ £ £ £ £
Non-Executive Directors: 84,000 - - - 84,000
Ian Buddery
John Davis 45,600 3,485 - 1,368 50,453
Jonathan Macleod 40,555 3,485 - 3,852 47,892
Nicholas McInnes 44,000 2,609 - - 46,609
Executive Directors:
Andrew Pearson 94,761 6,974 - 2,564 104,299
Nicholas Smith 105,132 2,510 - 4,287 111,929
83,265 1,565 - 7,910 92,740
Robert Lojszczyk
Total directors' remuneration 497,313 20,628 - 19,981 537,922
*Remuneration from date of appointment as director of the Company.
Number of directors accruing benefits under money purchase schemes in respect
of qualifying services were four.
The number of directors who exercised share options in the year ended 30 June
2022 was one (2021: none).
NOTE 11. KEY MANAGEMENT PERSONNEL DISCLOSURES
Compensation
The aggregate compensation made to directors and other members of key
management personnel of the Group is set out below:
2022 2021
£ £
Short-term employee benefits 382,042 497,313
Post-employment benefits 13,681 19,981
Share-based payment 2,445 20,628
398,168 537,922
NOTE 12. INCOME TAX
2022 2021
£ £
Income tax expense
Adjustment recognised for prior periods - -
Aggregate income tax expense 4,081 200,551
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense (1,204,774) (1,222,372)
Tax at the statutory tax rate of 23% (2021: 23%) (270,330) (284,639)
Tax effect amounts which are not deductible/(taxable) in calculating taxable
income:
180,546 (108,704)
Research and development expenditure, net of tax credits
Income not taxable (8,952) (30,701)
Movement in prepayments and accruals - 27,730
Capital allowances in excess of depreciation (3,688) (20,598)
Other items 11,325 (12,428)
Prior year tax adjustment - (58)
Current year tax losses not recognised 87,018 444,737
Temporary differences not recognised - (215,890)
Income tax expense (4,081) (200,551)
Tax at the statutory tax rate represents the effective rate of income tax
across the jurisdictions in which each of the Group entities are domiciled.
The tax rates of the main jurisdictions are Australia 25% (2021: 26%), United
Kingdom 19.0% (2021: 19.0%), United States of America 21.0% (2021: 21.0%).
2022 2021
£ £
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised 2,334,006 1,876,685
Potential deferred tax asset at domestic tax rates applicable in the countries 443,461 356,570
concerned
The above potential tax benefit for tax losses has not been recognised in the
balance sheet due to a lack of certainty as to when the losses will reverse. A
deferred tax asset has been recognised on losses which are expected to reverse
of £218,920.
2022 2021
£ £
Deferred tax assets/(liabilities) not recognised
Deferred tax assets/(liabilities) not recognised comprises temporary
differences attributable to:
Employee benefits - -
Accrued expenses - -
Prepayments and work in progress - -
- -
The above potential tax benefit for deductible temporary differences have not
been recognised in the balance sheet as the recovery of the benefit is
uncertain.
NOTE 13. GOODWILL
2022 2021
£ £
Goodwill 1,223,403 1,223,403
1,223,403 1,223,403
The goodwill was recognised in the year ended 30 June 2020 and no impairments
have been recognised to date.
Consideration paid:
£
Share issue 858,585
Fair value of contingent consideration 127,834
986,419
Assets and liabilities acquired are as follows:
£
Cash and cash equivalents 18,310
Trade and other receivables 80,303
Inventory 12,699
Trade payables (142,708)
Other liabilities (237,316)
Property, Plant and Equipment 31,728
Goodwill 1,223,403
986,419
The acquisition of Airsight Holdings Pty Ltd occurred during the year ended 30
June 2020.
NOTE 14. NON-CURRENT ASSETS - RIGHT TO USE ASSET
2022 2021
£ £
Right to Use Asset 212,111 197,967
Less: Accumulated depreciation (113,268) (65,448)
98,843 132,519
The £212,111 right to use asset represents the prior year assets and
additions of £14,144. The £113,268 depreciation represents accumulated
depreciation brought forward from the prior year and £47,820 of depreciation
charged in the year. There were no disposals.
Right-of-use assets related to leased properties that do not meet the
definition of investment property are presented as property, plant and
equipment.
The Group leases premises with a lease term of 5 years ending 29 May 2024.
There is no option to purchase and there are no variable payments.
Cost b/fwd Additions Depreciation b/fwd Depreciation Carrying amount c/fwd
Buildings 197,967 14,144 (65,448) (47,820) 98,843
197,967 14,144 (65,448) (47,820) 98,843
NOTE 15. NON-CURRENT ASSETS - PROPERTY, PLANT AND EQUIPMENT
2022 2021
£ £
Leasehold improvements - at cost 20,497 17,073
Less: Accumulated depreciation (9,926) (4,956)
10,571 12,117
Office equipment - at cost 85,821 67,185
Less: Accumulated depreciation (62,693) (39,361)
23,128 27,824
Furniture and fixtures - at cost 68,298 15,133
Less: Accumulated depreciation (24,898) (3,083)
43,400 12,050
Motor vehicles - at cost 32,155 31,328
Less: Accumulated depreciation (24,414) (21,324)
7,741 10,004
R&D Assets - at cost 9,983 7,664
Less: Accumulated depreciation (6,499) (1,474)
3,484 6,190
Flight equipment - at cost 207,270 199,687
Less: Accumulated depreciation (163,116) (141,041)
44,154 58,646
132,478 126,831
NOTE 15. NON-CURRENT ASSETS - PROPERTY, PLANT AND EQUIPMENT
Reconciliations
Reconciliations of the written down values at the beginning and end of the
current and previous financial years are set out below:
Leasehold Office Furniture and Motor Flight R&D
improvements equipment fixtures Vehicles equipment assets Total
£ £ £ £ £ £ £
Balance at 30 June 2020 14,723 32,296 - 13,691 19,465 - 80,175
Additions 1,883 23,033 15,133 - 73,196 7,664 120,909
Disposals - (5,757) - - (3,126) - (8,883)
Exchange differences (379) - - (352) (501) - (1,232)
Depreciation disposed - 2,936 - - 1,963 - 4,899
Depreciation expense (4,110) (24,684) (3,083) (3,335) (32,351) (1,474) (69,037)
Balance at 30 June 2021 12,117 27,824 12,050 10,004 58,646 6,190 126,831
Additions 3,023 20,140 71,344 - 49,269 2,320 146,096
Disposals - (2,580) (18,178) - (45,110) - (65,868)
Exchange differences 379 573 - 352 501 (1) 1,804
Depreciation disposed - 1,462 5,304 - 35,825 - 42,591
Depreciation expense (4,948) (24,291) (27,120) (2,615) (54,977) (5,025) (118,976)
Balance at 30 June 2022 10,571 23,128 43,400 7,741 44,154 3,484 132,478
Non-current assets by geographical location
All property plant and equipment is located in Australia other than office
equipment with a net book value of £9,016 which is located in the United
Kingdom and equipment with a net book value of £9,473 which is located in the
United States of America.
NOTE 16. CURRENT ASSETS - INVENTORIES
2022 2021
£ £
Inventories 246,940 190,154
246,940 190,154
The amount of inventories expensed during the period was £400,694 (2021:
£562,063).
NOTE 17. CURRENT ASSETS - TRADE AND OTHER RECEIVABLES
2022 2021
£ £
Trade receivables 640,598 456,929
Other receivables - 65,283
640,598 522,212
Allowance for expected credit losses
The Group has recognised a loss of £nil (2021: £nil) in profit or loss in
respect of the expected credit losses for the year ended 30 June 2022. The
ageing of the receivables and allowance for expected credit losses provided
for above are as follows:
Expected credit loss rate Carrying amount Allowance for expected credit losses
2022 2021 2022 2021 2022 2021
% % £ £ £ £
Not overdue - - 540,280 448,842 - -
0 to 3 months overdue - - 100,318 7,337 - -
3 to 6 months overdue - - - 750 - -
Over 6 months overdue - - - - - -
640,598 456,929 - -
The Company has virtually no experience of bad debts and credit losses and the
directors do not expect any future credit losses to arise as contracts come to
termination and as a result no expected credit loss provision was recorded as
it was deemed immaterial.
NOTE 18. CURRENT ASSETS - CONTRACT ASSETS
There were no contract assets as at 30 June 2022 or 30 June 2021.
NOTE 19. CURRENT ASSETS - PREPAYMENTS AND OTHER DEBTORS
2022 2021
£ £
Prepayments 114,384 95,420
R&D tax offset refundable 554,413 414,102
668,797 509,522
NOTE 20. CURRENT LIABILITIES -TRADE AND OTHER PAYABLES
2022 2021
£ £
Trade payables 386,381 139,616
Accrued expenses 151,498 166,546
Other payables 10,367 34,023
548,246 340,185
Refer to note 25 for further information on financial instruments.
There were no contract liabilities as at 30 June 2022 or 30 June 2021.
NOTE 21. EQUITY - SHARE CAPITAL
Capital reconstruction - Group reorganisation
Cordel Group plc was incorporated on 6 December 2017 and was admitted to the
Alternative Investment Market ('AIM') on 30 May 2018. Prior to AIM admission,
the Group undertook a reorganisation such that Cordel Group plc was
established as Cordel Pty Ltd's parent/holding entity. Cordel Group plc
determined that the acquisition of Cordel Pty Ltd did not represent a business
combination as defined by IFRS 3 'Business Combinations'. The appropriate
accounting treatment for recognising the new Group structure has been
determined to be a continuation of the financial statements of Cordel Pty Ltd
Group. Refer to basis of preparation in note 2 for further details. The number
of shares in issue shown below therefore reflects those of Cordel Group plc.
2022 2021 2022 2021
Shares Shares £ £
Ordinary shares of £0.01 each - issued and fully paid 170,427,186 168,766,075 1,704,272 1,687,661
Movements in ordinary share capital
Details Date Shares £
Balance 1 July 2020 146,085,369 1,460,854
Issue of shares of £0.01 each in Cordel Group plc on Holdback shares as part 30 Sep 2020 7,338,336 73,383
of Airsight Holdings acquisition
Issue of shares of £0.01 each in Cordel Group plc on Equity placement 03 Mar 2021 15,342,370 153,424
Balance 30 June 2021 168,766,075 1,687,661
Issue of shares of £0.01 each in Cordel Group plc on Equity placement 18 Aug 2021 1,411,111 14,111
Issue of shares of £0.01 each in Cordel Group plc on Equity placement 31 Mar 2022 250,000 2,500
170,427,186 1,704,272
Balance
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the
proceeds on the winding up of the Company in proportion to the number of and
amounts paid on the shares held. The Company does not have a limited amount of
authorised capital.
On a show of hands every member present at a meeting in person or by proxy
shall have one vote and upon a poll each share shall have one vote.
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to
continue as a going concern, so that it can provide returns for shareholders
and benefits for other stakeholders and to maintain an optimum capital
structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the balance sheet, plus
net debt. Net debt is calculated as total borrowings less cash and cash
equivalents. If net debt is negative, then the net debt adjustment is limited
to zero.
In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to shareholders, return capital to shareholders,
issue new shares or sell assets to reduce debt.
The Group would look to raise capital when an opportunity to invest in a
business or company is seen as value adding relative to the current Company's
share price at the time of the investment. The Group is not actively pursuing
additional investments in the short term as it continues to integrate and grow
its existing businesses in order to maximise synergies.
The Group is not subject to any financing arrangement covenants and there have
been no events of default on the financing arrangements during the financial
year.
The capital risk management policy remains unchanged throughout the periods
presented.
NOTE 22. EQUITY - SHARE PREMIUM ACCOUNT
2022 2021
£ £
Share premium account 9,525,617 9,520,634
Movements in share premium account
Detail Date £
Balance 01 July 2020 7,781,192
Issue of shares in Cordel Group plc on Holdback shares as part of Airsight 54,451
Holdings acquisition
30 Sep 2020
Issue of shares of in Cordel Group plc on Equity placement 1,684,991
3 Mar 2021
Balance 01 July 2021 9,520,634
Issue of shares of in Cordel Group plc on Equity placement
18 Aug 2021 4,233
Issue of shares of in Cordel Group plc on Equity placement
31 Mar 2022 750
Balance 30 Jun 2022 9,525,617
The share premium account is used to recognise the difference between the
issued share capital at nominal value and the capital received, net of
transaction costs.
NOTE 23. EQUITY - OTHER RESERVES
2022 2021
£ £
Foreign currency reserve 378,728 369,635
Share option reserve 131,196 72,148
Capital reorganisation reserve 1,889,840 1,889,840
2,399,764 2,331,623
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the
translation of the financial statements of foreign operations to Pound
sterling.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to
employees and directors as part of their remuneration, and other parties as
part of their compensation for services.
Capital reorganisation reserve
The Group is a continuation of the original Maestrano Pty Limited group.
Cordel Group plc has therefore recorded the net assets of Maestrano Pty
Limited group at their historic carrying value at the date of acquisition as a
capital reorganisation. The reserve is used to recognise the difference
between the shares issued to affect the transaction (£200,000) and the share
capital acquired (£2,089,840).
Movements in reserves
Movements in each class of reserve during the current and previous financial
years are set out below:
Foreign Share based Capital
currency payments reorganisation Total
£ £ £ £
Balance at 1 July 2020 390,334 - 1,889,840 2,280,174
Foreign currency translation (20,699) - - (20,699)
Equity settled share based transactions 72,148 72,148
Balance at 30 June 2021 369,635 72,148 1,889,840 2,331,623
Foreign currency translation 9,093 - - 9,093
Equity settled share based transactions 59,048 59,048
Balance at 30 June 2022 378,728 131,196 1,889,840 2,399,764
NOTE 24. EQUITY - DIVIDENDS
There were no dividends paid, recommended or declared during the current or
prior financial years.
NOTE 25. FINANCIAL INSTRUMENTS
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk
(including foreign currency risk, price risk and interest rate risk), credit
risk and liquidity risk. The Group's overall risk management program focuses
on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the financial performance of the Group. The Group uses
different methods to measure different types of risk to which it is exposed.
These methods include sensitivity analysis in the case of interest rate and
foreign exchange risks and ageing analysis for credit risk.
Risk management is carried out by senior finance executives ('finance') under
policies approved by the Board of Directors ('the Board'). These policies
include identification and analysis of the risk exposure of the Group and
appropriate procedures, controls and risk limits. Finance identifies and
evaluates financial risks within the Group's operating units. Finance reports
to the Board on a regular basis.
Foreign currency risk
The Group undertakes certain transactions denominated in foreign currency and
is exposed to foreign currency risk through foreign exchange rate
fluctuations.
Foreign exchange risk arises from future commercial transactions and
recognised financial assets and financial liabilities denominated in a
currency that is not the entity's functional currency. The risk is measured
using sensitivity analysis and cash flow forecasting.
The Group had net assets denominated in foreign currencies of £972,548 as at
30 June 2022 (2021: £1,220,649). Based on this exposure, had the Pound
sterling weakened by 10%/strengthened by 10% against these foreign currencies
with all other variables held constant, the Group's profit before tax for the
year would have been £97,255 lower / £97,255 higher (2021: £122,065 lower /
£122,065 higher). The actual foreign exchange gain for the year ended 30 June
2022 was £5,436 (2021: gain of £15,575).
Price risk
The Group is not exposed to any significant price risk.
Interest rate risk
The Group is not exposed to any significant interest rate risk. Most of the
cash and cash equivalents are held in banks in the UK where the current
interest rate is negligible and unlikely to fluctuate in the foreseeable
future.
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. The Group
has a strict code of credit and setting appropriate credit limits. The maximum
exposure to credit risk at the reporting date to recognised financial assets
is the gross carrying amount, as disclosed in the balance sheet and notes to
the financial statements. The Group does not hold any collateral.
The Group has adopted a lifetime expected loss allowance in estimating
expected credit losses to trade receivables through the use of a provisions
matrix using fixed rates of credit loss provisioning. These provisions are
considered representative across all customers of the Group based on recent
sales experience, historical collection rates and forward-looking information
that is available.
Generally, trade receivables are written off when there is no reasonable
expectation of recovery. Indicators of this include the failure of a debtor to
engage in a repayment plan, no active enforcement activity and a failure to
make contractual payments for a period greater than 1 year.
Except for cash and cash equivalents, the Group has no other concentration of
credit risk exposure as at 30 June 2022 and 2021. No expected credit loss is
recorded for cash and cash equivalents as the Group and Company only deal with
at least "A" rated financial institutions.
Liquidity risk
Vigilant liquidity risk management requires the company to maintain sufficient
liquid assets (mainly cash and cash equivalents) to be able to pay debts as
and when they become due and payable.
The Group manages liquidity risk by maintaining adequate cash reserves by
continuously monitoring actual and forecast cash flows and matching the
maturity profiles of financial assets and liabilities.
Remaining contractual maturities
The following tables detail the Group's remaining contractual maturity for its
financial instrument liabilities. The tables have been drawn up based on the
undiscounted cash flows of financial liabilities based on the earliest date on
which the financial liabilities are required to be paid. The tables include
both interest and principal cash flows disclosed as remaining contractual
maturities and therefore these totals may differ from their carrying amount in
the balance sheet.
1 year or less Between 1 and 2 years Between 2 and 5 years Over 5 years Remaining contractual maturities
2022 £ £ £ £ £
Non-derivatives
Non-interest bearing
Trade payables 386,381 - - - 386,381
Other payables 15,518 - - - 15,518
Total non-derivatives 401,899 - - - 401,899
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 25. FINANCIAL INSTRUMENTS
1 year or less Between 1 and 2 years Between 2 and 5 years Over 5 years Remaining contractual maturities
2021 £ £ £ £ £
Non-derivatives
Non-interest bearing
Trade payables 139,616 - - - 139,616
Other payables 34,023 - - - 34,023
Total non-derivatives 173,639 - - - 173,639
The cash flows in the maturity analysis above are not expected to occur
significantly earlier than contractually disclosed above. The Group has more
than adequate cash reserves to meet the remaining contractual maturities.
NOTE 26. FAIR VALUE MEASUREMENT
The carrying amounts of trade and other receivables and trade and other
payables approximate their fair values due to their short-term nature.
The fair value of financial liabilities is estimated by discounting the
remaining contractual maturities at the current market interest rate that is
available for similar financial liabilities.
NOTE 27. AUDITOR REMUNERATION
During the financial year ended 30 June 2022, the following fees were paid or
payable for services provided by Oury Clark Chartered Accountants, the auditor
of the Company, and its associates.
2022 2021
£ £
Audit services
Audit or review of the financial statements 40,000 53,000
Other services
Accounting assistance - 34,887
Company secretarial and other 6,896 -
46,896 87,887
NOTE 28. LEASES
Lease liabilities
The following non-cancellable lease commitments existed at the period end:
2022 2021
£ £
0-1 Year 62,392 40,062
1-5 Years 76,921 98,210
139,313 138,272
Included within current liabilities is a lease liability of £76,921. Included
within non-current liabilities is a lease liability of £62,392.
As at 30 June 2022 the Group had not committed to any further lease
liabilities that had not yet commenced.
Lease payments not recognised as a liability
The Group has elected not to recognise a lease liability for short-term leases
(leases of expected term of 12 months or less) or for leases of low value
assets. Payments made under such leases are expenses on a straight-line basis.
The total cash outflow in respect of leases in the year was £50,732 and the
interest expense for leasing arrangements was £10,934.
NOTE 29. RELATED PARTY TRANSACTIONS
Ultimate controlling party
There is no ultimate controlling party.
Key management personnel
Disclosures relating to key management personnel are set out in note 11.
Transactions with related parties
Ian Buddery was remunerated through his personal service company during the
year. Total amounts paid during the year ended 30 June 2022 were £66,264
(2021: £84,000) and these amounts are included within the directors'
remuneration shown in note 10.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at
the current and previous reporting dates.
Intercompany transactions, balances and unrealised gains on transactions
between entities in the Group are eliminated on consolidation.
Loans to/from related parties
There were no loans to or from related parties at the current and previous
reporting dates.
NOTE 30. INTERESTS IN SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and
results of the following subsidiaries held by the Company in accordance with
the accounting policy described in note 2:
Name Address and country of incorporation Holding %
Maestrano Pty Ltd 2/2 Frost Drive, Mayfield West NSW 2304, Australia 100%
Cordel Limited 10 John Street, London WC 1N 2EB United Kingdom 100%
Cordel Technology Inc. 1734 E. Boston Street, Suite 103, Gilbert AZ 85295, United States of America 100%
Corridor Holdings Pty Ltd 2/2 Frost Drive, Mayfield West NSW 2304, Australia 100%
Cordel Pty Ltd 2/2 Frost Drive, Mayfield West NSW 2304, Australia 100%
Airsight Australia Pty Ltd 2/2 Frost Drive, Mayfield West NSW 2304, Australia 100%
NOTE 31. EARNINGS PER SHARE
2022 2021
£ £
Loss after income tax (1,200,693) (1,021,821)
Non-controlling interest - -
Loss after income tax attributable to the owners of Cordel Group plc (1,200,693) (1,021,821)
Number Number
Weighted average number of ordinary shares used in calculating basic earnings 170,427,186 168,766,075
per share
170,427,186 168,766,075
Weighted average number of ordinary shares used in calculating diluted
earnings per share
Pence Pence
Basic earnings per share (0.70) (0.61)
Diluted earnings per share (0.70) (0.61)
NOTE 32. SHARE-BASED PAYMENTS
A share option plan has been established by the Group and approved by
shareholders at a general meeting, whereby the Group may, at the discretion of
the Board of Directors, grant options over equity settled ordinary shares in
the Company to certain key management personnel of the Group. The options are
issued for nil consideration and are granted in accordance with performance
guidelines established by the Board of Directors.
All options vest over a period no longer than three years and may have other
vesting conditions. Options expire when an employee ceases to be employed or
contracted by a Group company unless the Board in its discretion allows the
employee to retain all or some of their options. Options do not have a fixed
expiry date.
The share-based payment expense for the financial year was recorded as
£65,378 (2021: £65,252). During the year there were 400,000 equity settled
share options granted (2021: 3,000,000). Shares exercised during the year
totalled 1,661,111 leaving 11,703,611 shares outstanding as at 30 June 2022.
The fair value of the options granted was calculated using the Black Scholes
Model. The inputs used for the shares granted on 01/07/2019 were as follows.
Weighted average share price £0.01, exercise price £0.013, expected
volatility of 50%, a risk-free interest rate of 1% and an option life of two
and three years as appropriate. The volatility was calculated using the
entity's share price over the previous 12 months and the valuations were
undertaken by an independent organisation.
The inputs used for the shares granted on 13/03/2020 were as follows. Weighted
average share price £0.01, exercise price £0.020, expected volatility of
80%, a risk-free interest rate of 0.5% and an option life of two years. The
volatility was calculated using the entity's share price over the previous 12
months and the valuations were undertaken by an independent organisation.
The inputs used for the shares granted on 17/04/2020 were as follows. Weighted
average share price £0.01, exercise price £0.018, expected volatility of
80%, a risk-free interest rate of 0.5% and an option life of one year. The
volatility was calculated using the entity's share price over the previous 12
months and the valuations were undertaken by an independent organisation.
The inputs used for the shares granted on 04/05/2020 were as follows. Weighted
average share price £0.01, exercise price £0.019, expected volatility of
80%, a risk-free interest rate of 0.5% and an option life of three years. The
volatility was calculated using the entity's share price over the previous 12
months and the valuations were undertaken by an independent organisation.
The inputs used for the shares granted on 03/11/2020 were as follows. Weighted
average share price £0.01, exercise price £0.10, expected volatility of 75%,
a risk-free interest rate of 0.5% and an option life of three years. The
volatility was calculated using the entity's share price over the previous 12
months and the valuations were undertaken by an independent organisation.
The inputs used for the shares granted on 24/11/2020 were as follows. Weighted
average share price £0.01, exercise price £0.10, expected volatility of 75%,
a risk-free interest rate of 0.5% and an option life of three years. The
volatility was calculated using the entity's share price over the previous 12
months and the valuations were undertaken by an independent organisation.
The inputs used for the shares granted on 10/8/2021 were as follows. Weighted
average share price £0.01, exercise price £0.125, expected volatility of
45%, a risk-free interest rate of 1.0% and an option life of three years. The
volatility was calculated using the entity's share price over the previous 12
months and the valuations were undertaken by an independent organisation.
The inputs used for the shares granted on 30/11/2021 were as follows. Weighted
average share price £0.01, exercise price £0.128, expected volatility of
50%, a risk-free interest rate of 1.0% and an option life of three years. The
volatility was calculated using the entity's share price over the previous 12
months and the valuations were undertaken by an independent organisation.
Balance at Balance at
Nominated Position Exercise Vesting the start of the end of
Grant date Person price period the year Granted Exercised Cancelled the year
01/07/2019 J Macleod Director £0.013 Over 2 years 1,411,111 - (1,411,111) - -
01/07/2019 J Davis Director £0.013 Over 2 years 1,411,111 - - - 1,411,111
01/07/2019 A Pearson CEO £0.013 Over 3 years 1,760,000 - (250,000) - 1,510,000
01/07/2019 W Pickup Former Director £0.013 Over 3 years 500,000 - - - 500,000
13/03/2020 R Lojszczyk CFO £0.020 Over 2 years 300,000 - - - 300,000
13/03/2020 N McInnes Director £0.020 Over 2 years 500,000 - - - 500,000
17/04/2020 A Pearson CEO £0.018 After 1 year 612,500 - - - 612,500
17/04/2020 N Smith CEO £0.018 After 1 year 490,000 - - - 490,000
17/04/2020 A Hoye CTO £0.018 After 1 year 490,000 - - - 490,000
17/04/2020 A Cox COO £0.018 After 1 year 490,000 490,000
04/05/2020 N Wayne VP Americas £0.018 Over 3 years 2,000,000 - - - 2,000,000
03/11/2020 David Israel Former Airsight Holdings Director £0.10 Leaving concert party 2,000,000 - - - 2,000,000
24/11/2020 Erik Hendersen Global Head of Rail Solutions £0.10 Over 3 years 1,000,000 - - - 1,000,000
10/8/2021 John Sietsma Senior Developer £0.125 Over 3 years - 100,000 - - 100,000
10/8/2021 Mark Greene Software Development Manager £0.125 Over 3 years - 100,000 - - 100,000
10/8/2021 Thomas Simmons Hardware Manager £0.125 Over 3 years - 50,000 - - 50,000
10/8/2021 Jordan Haigh Software Developer £0.125 Over 3 years - 50,000 - - 50,000
30/11/2021 Paul Mullins Account Manager APAC £0.128 Over 3 years - 100,000 - - 100,000
12,964,722 400,000 (1,661,111) - 11,703,611
Weighted average exercise price since July 2019 £0.038 £0.125 - - £0.041
The weighted average exercise price during the financial year was £0.1073
(2021: £0.013).
The weighted average remaining contractual life of options outstanding at the
end of the financial year was 1.77 (2021: 1.17 years).
At the period end, there were 9,487,629 (2021: 8,344,722) exercisable shares.
There is no agreement in place between the Company and its employees for the
Company to pay taxes on behalf of its employees. The company will be liable
for employer's National Insurance due.
NOTE 33. EVENTS AFTER THE REPORTING PERIOD
In June 2022 Airsight Australia Pty Ltd ceased its activities. The brand and
associated business activities were absorbed into the Cordel Pty Ltd entity.
Further to this £57,000 of surplus assets were sold in August 2022 and two
employees retrenched.
No other matter of circumstance has arisen since 30 June 2022 that has
significantly affected, or may significantly affect the Group's operations,
the results of those operations, or the Group's state of affairs in future
financial years.
COMPANY BALANCE SHEET
30 June 2022
Note 2022 2021
£ £
Non-current assets
Investment in subsidiary 5 986,419 986,419
Total non-current assets 986,419 986,419
Current assets
Receivables - amounts due within one year 6 2,990,349 2,128,677
Cash and cash equivalents 5,546 1,082,959
Total current assets 2,995,895 3,211,636
Current liabilities
Trade and other payables - amounts due within one year 7 113,000 117,223
Total current liabilities 113,000 117,223
Net current assets 2,882,895 3,094,413
Total assets less current liabilities 3,869,314 4,080,832
Net assets 3,869,314 4,080,832
Equity
Share capital 8 1,704,272 1,687,661
Share premium account 9 9,525,617 9,520,634
Other reserves 229,760 (55,205)
Accumulated losses (7,590,335) (7,072,258)
Total equity 3,869,314 4,080,832
The Company has taken advantage of the exemption under Section 408 of the
Companies Act from presenting its own profit and loss account. The loss for
the year to 30 June 2022 amounted to £524,407 (2021: £605,249).
The financial statements of Cordel Group plc (company number 11098701 (England
and Wales)) were approved by the Board of Directors and authorised for issue
on 14 October 2022.
They were signed on its behalf by:
Ian
Buddery
Nicholas Smith
Chairman
Director
14 October
2022
14 October 2022
Company statement of changes in equity
Share Share premium Other Accumulated Total equity
capital account reserves losses
£ £ £ £ £
Balance at 1 July 2020 1,460,854 7,781,192 - (6,467,009) 2,775,037
Loss after income tax expense for the period - - - (605,249) (605,249)
Share issue 226,807 1,739,442 - - 1,966,249
Foreign currency translation - - (127,353) - (127,353)
Share option reserve - - 72,148 - 72,148
Other comprehensive income for the period, net of tax - - - - -
Total comprehensive income for the period - - - (605,249) (605,249)
Balance at 30 June 2021 1,687,661 9,520,634 (55,205) (7,072,258) 4,080,832
Share Share premium Other Accumulated Total equity
capital account reserves losses
£ £ £ £ £
Balance at 1 July 2021 1,687,661 9,520,634 (55,205) (7,072,258) 4,080,832
Loss after income tax expense for the period - - - (524,407) (524,407)
Share issue 16,611 4,983 - - 21,594
Foreign currency translation - - 225,917 - 225,917
Share option reserve - - 59,048 6,330 65,378
Other comprehensive income for the period, net of tax - - - - -
Total comprehensive income for the period - - 284,965 (518,077) (233,112)
Balance at 30 June 2022 1,704,272 9,525,617 229,760 (7,590,335) 3,869,314
NOTES TO THE COMPANY FINANCIAL STATEMENTS
NOTE 1. GENERAL INFORMATION
The Company was incorporated on 6 December 2017 as a private company, Cordel
Group Limited. On 19 April 2018, as part of a group reorganisation, the
Company acquired 100% of the ordinary shares of Cordel Pty Ltd (the 'original
parent') from the existing shareholders and became the immediate and ultimate
parent of the Group. On 11 May 2018, the Company converted to a public
company, Cordel Group plc and on 30 May 2018 was admitted onto the Alternative
Investment Market ('AIM').
The financial statements are presented in Pound Sterling, which is Cordel
Group plc's functional and presentation currency.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial
statements are set out below.
Basis of preparation
These financial statements were prepared in accordance with FRS 101 'Reduced
Disclosure Framework' and the Companies Act 2006.
As permitted by FRS 101, the Company has taken advantage of all of the
disclosure exemptions available to it, including (where applicable): statement
of cash flows, new Accounting Standards not yet mandatory, presentation of
comparative information for certain assets, impairment of assets, capital risk
management, financial instruments, fair value measurement, key management
personnel, related party transactions, business combinations and share-based
payments.
Historical cost convention
The financial statements have been prepared under the historical cost
convention and under the going concern assumption.
Further details of the directors' considerations in relation to going concern
are included in the directors' report.
Interest income
Interest income is recognised as interest accrues using the effective interest
method. This is a method of calculating the amortised cost of a financial
asset and allocating the interest income over the relevant period using the
effective interest rate, which is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial asset to the
net carrying amount of the financial asset.
Income tax
Current tax is provided at amounts expected to be paid or recovered using the
tax rates and laws that have been enacted or substantively enacted by the
balance sheet date.
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events that result in an obligation to pay more tax in the future or a right
to pay less tax in the future have occurred at the balance sheet date. Timing
differences are differences between the company's taxable profits and its
results as stated in the financial statements that arise from the inclusion of
gains and losses in tax assessments in periods different from those in which
they are recognised in the financial statements. A net deferred tax asset is
regarded as recoverable and therefore recognised only when, on the basis of
all available evidence, it can be regarded as more likely than not that there
will be suitable taxable profits from which the future reversal of the
underlying timing differences can be deducted. Deferred tax is measured at the
average tax rates that are expected to apply.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
in the periods in which the timing differences are expected to reverse, based
on tax rates and laws that have been enacted or substantively enacted by the
balance sheet date. Deferred tax is measured on a non-discounted basis. The
taxation liabilities are reduced wholly or in part by the surrender of tax
losses by fellow Group undertakings for which payment is made.
Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions
payable to the company's pension scheme are charged to profit or loss in the
period to which they relate.
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.
No expected credit loss is recorded for cash and cash equivalents as the Group
and Company only deal with at least "A" rated financial institutions.
Other receivables
Receivables from controlled entities and other receivables are initially
recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any provision for impairment.
The Company has applied the simplified approach to measuring expected credit
losses, which uses a lifetime expected loss allowance. To measure the expected
credit losses, trade receivables have been grouped based on days overdue.
Foreign currency translation
The financial statements are presented in Pound Sterling, which is Cordel
Group plc's presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Pound Sterling 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 financial year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in profit or
loss.
Investment in subsidiary
Investment in subsidiary is shown at initial cost plus any subsequent
contributions, less accumulated impairment.
In a Group reorganisation, initial cost is measured at the carrying amount of
the Company's share of the equity items shown in the separate financial
statements of the original parent at the date of the reorganisation. If the
original parent has net liabilities, the initial cost is recognised as nil.
The difference between the capital contributed to effect the transaction and
the initial cost recognised as the investment in subsidiary is reflected as an
adjustment directly to the capital reorganisation reserve in equity.
Trade and other payables
These amounts represent liabilities for goods and services provided to the
Company prior to the end of the financial year and which are unpaid. Due to
their short-term nature they are measured at amortised cost and are not
discounted. The amounts are unsecured and are usually paid within 30 days of
recognition.
Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds.
NOTE 3. EMPLOYEES AND DIRECTORS' INFORMATION
The only employees of the Company are the directors whose emoluments are
disclosed in note 10 to the consolidated financial statements.
NOTE 4. KEY MANAGEMENT PERSONNEL DISCLOSURES
The aggregate compensation made to directors and other members of key
management personnel of the Group is set out in note 11 to the consolidated
financial statements.
NOTE 5. NON-CURRENT ASSETS- INVESTMENT IN SUBSIDIARY
2022 2021
£ £
Investment in Corridor Holdings Pty Ltd - 100% of issued capital held 986,419 986,419
Investment in Cordel Ltd - 100% of issued capital held - -
Investment in Maestrano Pty Ltd - 100% of issued capital held - -
Investment in Cordel Technology Inc. - 100% of issued capital held - -
A full list of the subsidiaries controlled by the Company is disclosed in note
30 to the consolidated financial statements.
NOTE 6. CURRENT ASSETS - RECEIVABLES - AMOUNTS DUE WITHIN ONE YEAR
2022 2021
£ £
Receivable from controlled entities 2,947,426 2,077,805
Prepayments 37,866 46,998
Other receivables - representing VAT/GST 5,057 3,874
2,990,349 2,128,677
Interest is being charged on loans between the Australian entities at 5%.
Loans between other group entities and between Australian and non Australian
group entities are interest free. The receivables from controlled entities are
repayable on demand. No expected credit loss provision is recorded on the
remaining receivable from the controlled entities as directors believe the
receivable from controlled entities will be fully recovered from amounts
recently received by the controlled entities of grant monies due from the
government.
NOTE 7. CURRENT LIABILITIES - TRADE AND OTHER PAYABLES
2022 2021
£ £
Trade payables 23,000 953
Accrued expenses 90,000 116,270
113,000 117,223
NOTE 8. EQUITY - SHARE CAPITAL
2022 2021 2022 2021
Shares Shares £ £
Ordinary shares of £0.01 each - issued and fully paid 170,427,186 168,766,075 1,704,272 1,687,661
Movements in ordinary share capital
Details Date Shares £
Balance 1 July 2019 80,040,331 800,403
Issue of shares of £0.01 each in Cordel Group plc on acquisition of Corridor 01 Nov 2019 66,045,038 660,451
Holdings Pty Ltd, formerly Airsight Holdings Pty Ltd
Balance 30 June 2020 146,085,369 1,460,854
Issue of shares of £0.01 each in Cordel Group plc on Holdback shares as part 30 Sep 2020 7,338,336 73,383
of Airsight Holdings acquisition
Issue of shares of £0.01 each in Cordel Group plc on Equity placement 03 Mar 2021 15,342,370 153,424
Balance 30 June 2021 168,766,075 1,687,661
Issue of shares of £0.01 each in Cordel Group plc on Equity placement 12 Aug 2021 1,411,111 14,111
Issue of shares of £0.01 each in Cordel Group plc on Equity placement 18 Mar 2022 250,000 2,500
1,704,272
Balance 170,427,186
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the
proceeds on the winding up of the Company in proportion to the number of and
amounts paid on the shares held. The Company does not have a limited amount of
authorised capital.
On a show of hands every member present at a meeting in person or by proxy
shall have one vote and upon a poll each share shall have one vote.
NOTE 9. EQUITY - SHARE PREMIUM ACCOUNT
2022 2021
£ £
Share premium account 9,525,617 9,520,634
Movements in share premium account
Detail Date £
Balance
01 Jul 2021 9,520,634
Issue of shares of in Cordel Group plc on Equity placement
12 Aug 2021 4,233
Issue of shares of in Cordel Group plc on Equity placement
18 Mar 2022 750
9,525,617
The share premium account is used to recognise the difference between the
issued share capital at nominal value and the capital received, net of
transaction costs.
NOTE 10. EQUITY - OTHER RESERVES
2022 2021
£ £
Foreign currency reserve 98,564 (127,353)
Share option reserve 131,196 72,148
229,760 (55,205)
NOTE 11. EQUITY - DIVIDENDS
There were no dividends paid, recommended, or declared during the current or
previous financial period.
NOTE 12. AUDITOR REMUNERATION
The auditor's remuneration for audit and other services is disclosed within
note 27 to the consolidated financial statements.
NOTE 13. CONTINGENT LIABILITIES
The company had no contingent liabilities as at 30 June 2022 and 30 June 2021.
NOTE 14. RELATED PARTY TRANSACTIONS
The following balances are outstanding at the reporting date in relation to
loans with related parties:
2022 2021
£ £
Current receivables:
Loans to commonly controlled entity 2,947,426 2,077,805
Current payables:
Loans from commonly controlled entity - -
Interest is being charged between the Australian entities at 5%. Loans between
other group entities and between Australian and non-Australian group entities
are interest free. The receivables from controlled entities are repayable on
demand. Details of related party transactions are provided in note 29 to the
consolidated financial statements, these are intra-group loans and net to zero
on consolidated group basis, per note 29.
NOTE 15. SHARE-BASED PAYMENTS
A share option plan has been established by the Group and approved by
shareholders at a general meeting, whereby the Group may, at the discretion of
the Board of Directors, grant options over equity settled ordinary shares in
the Company to certain key management personnel of the Group. The options are
issued for nil consideration and are granted in accordance with performance
guidelines established by the Board of Directors.
All options vest over a period no longer than three years and may have other
vesting conditions. Options expire when an employee ceases to be employed or
contracted by a Group unless the Board in its discretion allows the employee
to retain all or some of their options. Options lapse on the tenth anniversary
of the Date of Grant.
During the current financial year, there were 400,000 equity settled share
options granted. The share-based payment expense during the financial year
recorded as £65,378. 1,661,111 shares were exercised during the year and the
remaining 11,703,611 share options were outstanding.
During the prior financial year, there were 3,000,000 settled share options
granted. The share-based payment expense during the prior financial year was
recorded as £65,252.
NOTE 16. ULTIMATE CONTROLLING PARTY
There is no ultimate controlling party.
NOTE 17. EVENTS AFTER THE REPORTING PERIOD
No matter or circumstance has arisen since 30 June 2022 that has significantly
affected, or may significantly affect the Company's operations, the results of
those operations, or the Company's state of affairs in future financial years.
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