REG - Electric Guitar PLC - Annual Report and Notice of AGM
25/11/2025 07:00
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RNS Number : 8086I Electric Guitar PLC 25 November 2025
25 November 2025
Electric Guitar PLC
('Electric Guitar' or the 'Company')
Annual Report and Financial Statements of Electric Guitar PLC
for the year ended 31 March 2025
Notice of Annual General Meeting
The Board of Electric Guitar PLC is pleased to announce the publication of the
Company's annual report and financial results for the year ended 31 March
2025.
Highlights
· In May 2024 the Company acquired 3radical Limited ('3radical') in an
all-share reverse takeover ('RTO') valued at £1.3 million, transferred its
listing to AIM, and raised £2.2 million before expenses. Electric Guitar had
agreed to acquire 3radical in July 2023.
· In August 2024, the Company acquired 3radical's sales & marketing
service provider Mymyne Limited ('Mymyne') in an all-share acquisition.
· In November 2024, trading in the Company's shares was suspended
pending clarification of the Company's financial position following a sudden
downturn in 3radical's trading projections and a lack of sufficient
alternative funding, and 3radical was placed into administration.
· In December 2024, after unsuccessfully seeking buyers for its
business, 3radical was placed into Creditors Voluntary Liquidation ('CVL'),
and the Company then automatically became an AIM Rule 15 cash shell and
reverted to being a Special Purpose Acquisition Company ('SPAC') while
exploring refinancing options.
· In March 2025, the Company's shareholders and creditors approved a
Creditors Voluntary Arrangement ('CVA') and the subdivision of the nominal
value of its shares from 0.5p per share to 0.01p per share, facilitating a
£300,000 equity refinancing as a cash shell; eliminating the Company's
pre-CVA liabilities; and providing sufficient working capital for its shares
to be restored to trading on AIM.
· As at 31 March 2025, the Company had £240,000 in net cash on its
balance sheet and £50,000 in other assets, having written off all its
investment in its previous acquisitions.
Post balance sheet events highlights
· In April 2025, the Company completed the £300,000 share
subscription, and (following the Company's CVA becoming unconditional) the
current liabilities of £1.4 million on the 31 March 2025 balance sheet were
derecognised.
· In June 2025, the Company raised a further £775,000 to fund the
anticipated costs of executing a further acquisition.
· In July 2025, the Company announced an agreement in principle to
acquire Dunbar Energy Inc. ('Dunbar'), through a new all-share RTO. Due
diligence and documentation for the RTO continues.
· On 13 October 2025, the CVA was completed and the outstanding
£45,000 Convertible Loan Notes ('CLN') were converted, leaving the Company
completely debt free.
Annual Report and Accounts and Notice of Annual General Meeting
The Company's annual report and accounts for the year ended 31 March 2025,
together with notice of the Annual General Meeting of the Company to be held
on 19 December 2025, will be sent to shareholders today. A copy of the annual
report will shortly be made available on the Company's website at:
www.electricguitarplc.com (http://www.electricguitarplc.com) .
Contacts:
Electric Guitar PLC
Richard Horwood info@electricguitarplc.com
Allenby Capital (Nominated Adviser and Joint Broker) 020 3328 5656
Jeremy Porter/Piers Shimwell
AlbR Capital (Joint Broker) 020 3026 0320
Jon Belliss/Colin Rowbury
Notes to Editors
Electric Guitar PLC (AIM: ELEG) is an AIM Rule 15 cash shell and operates
under the AIM Rules. As a SPAC, its strategy is to invest in and/or acquire
companies which show significant potential for growth, cash-generation, and a
profitable exit in the medium term.
For further information please visit www.electricguitarplc.com
(http://www.electricguitarplc.com) .
CHAIR'S STATEMENT AND OPERATIONAL REPORT
For the year ended 31 March 2025
I present the Company's Annual Report and Audited Financial Statements for the
year ended 31 March 2025.
It has been a year of contrasting fortunes for the Company. It started with
the Company as a cash shell and its shares already long-suspended on the
Standard Segment of the FCA Official List and Main Market of the London Stock
Exchange, following the announcement in July 2023 of its agreement in
principle to acquire marketing technology company 3radical.
That 9-month suspension reflected very difficult stock market conditions, and
in particular the falling out of favour of SPAC vehicles, at that time, which
made raising significant funding difficult.
The Company's mission had been well conceived and, on its acquisition,
3radical offered a promising base from which to grow. A trailblazer in digital
consumer engagement solutions and based in the UK, 3radical had an operation
in Singapore and customers across the UK, US and Asia-Pacific, making it an
attractive platform on which to build, and fitting our strategy of
capitalising on structural disruption in the marketing industry.
After acquiring 3radical, the management team immediately enhanced its sales
and marketing activities, brought in additional experienced management, and
bore down on non-revenue-generating overheads. But the combined effect of the
lack of investment in 3radical during the long delay leading up to its
acquisition, and a continuing tough macroeconomic environment coupled with a
volatile political landscape, and the Company's share price falling
substantially after the RTO which inhibited further fundraisings and
acquisitions as part of the Company's core 'buy-and-build' strategy, together
made fulfilment of its mission extremely challenging.
Despite this backdrop, the Company succeeded in the all-share acquisition of
Mymyne in August 2024. Mymyne already had a contract to provide sales and
marketing services to 3radical, and its acquisition delivered substantial
cost-savings and synergies as well as potentially valuable IP. The Company
also established several new collaborations for additional products,
technologies and access to new markets. But other more substantial
acquisitions were frustrated by a falling share price and challenging equity
markets.
With the prospect of further UK stock market capital raisings becoming
increasingly remote, the Board engaged in private placing fundraising
discussions which were initially very encouraging, only for the lead
prospective investor to withdraw following a collapse of the Company's share
price.
The termination of funding discussions and a downgrading by 3radical's
management of its revenue projections following the UK Government's 30 October
2024 Budget that damaged business confidence, left the Board with no option
but to have 3radical placed into administration, and to request the suspension
of the Company's shares from trading pending clarification of its financial
position. After 3radical's administrator had unsuccessfully marketed the
3radical business as a going concern, it was placed into a CVL on 24 December
2024, and the Company then automatically became an AIM Rule 15 cash shell.
The Board was determined to preserve as much value as it could for the
Company's shareholders, while also addressing the rights and concerns of its
creditors. Emergency short term convertible loans totalling £55,000 were
secured to enable the Company to prepare a restructuring.
Led from this point by Richard Horwood as COO, with advice from CVA specialist
Antony Batty & Co, the Board was able to put forward a CVA proposal to all
the Company's shareholders and creditors. This was approved on 27 March 2025.
At this point the Board was able to raise an additional £300,000 in equity
capital to ensure the Company's continued survival.
Post balance sheet events
The CVA and the fundraising enabled the Company's Ordinary Shares to be
restored to trading on AIM as a cash shell on 2 April 2025, with the CVA
having eliminated approximately £1.4 million in liabilities, leaving the
Company substantially debt free and able to seek a new RTO. On the same date,
the Company's share subscription for £300,000 also completed.
From this point we focused not only on seeking and reviewing RTO candidates,
but also on raising sufficient additional resources to be able to cover the
anticipated costs of such an RTO. With the support of our most longstanding
and supportive shareholder, Sanderson Capital Partners Ltd as well as
significant new investors, on 18 June 2025 we succeeded in raising a further
£775,000 in new equity, sufficient to cover all our likely RTO and monthly
running costs.
Trading in the Company's shares was then, as expected, suspended on 25 June
2025 due to its being a cash shell that had not completed the acquisition of a
trading business within six months of it becoming an AIM Rule 15 cash shell.
On 18 July 2025 we announced our agreement in principle, subject (inter alia)
to due diligence and approval by the Company's shareholders, to acquire U.S.
energy and datacentre company Dunbar through an all-share RTO.
With datacentre demand surging and supportive U.S. energy policies, Dunbar is
focused on the acquisition, development and monetisation of natural gas and
coal mine methane assets for on-site electricity generation and the deployment
of mobile compute facilities. Its initial asset portfolio comprises a mix of
operated and non-operated interests in producing oil and gas wells, providing
a foundation for revenue generation through the planned deployment of mobile
compute facilities and modular datacentres, computing power sales, electricity
offtake, and verified environmental credits. Dunbar also maintains an active
acquisition pipeline targeting additional stranded gas and emissions abatement
opportunities across multiple U.S. basins.
To execute this strategy, Dunbar has brought together a seasoned team with
decades of experience in coal mining and oil and gas, strengthened by leading
IT and datacentre professionals.
On 13 October 2025, the CVA Supervisor completed the administration of the
CVA, and the Company issued the fixed pool of 236,782,175 new Ordinary Shares
to its former creditors, representing 8.6 per cent. of the enlarged equity, as
approved by its creditors and members in full satisfaction of its pre-CVA
liabilities. The outstanding balance of the emergency convertible loans was at
the same time automatically converted into 306,665,817 new Ordinary Shares,
fully eliminating the rest of the Company's pre-CVA debts.
Conclusion
Despite the difficult and disappointing year, I am pleased to be able to
report that the Company has not only been restored to financial health but has
also now been set on a very exciting future path.
Grahame Cook
Chair
24 November 2025
EXTRACTS FROM THE STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present the strategic report for the year ended 31 March 2025.
Fair review of the business
A review of the Company's business activities during the year ended 31 March
2025 is set out in the Chair's Statement and Operational Report.
The Company and its subsidiaries (the "Group'') incurred a net loss of
£4,882,757 in the year ended 31 March 2025 (2024: £1,362,163). At 31 March
2025, the Company held cash at bank totalling £240,430 (2024: £137).
The acquisition of 3radical and Mymyne has had a major impact on the Company's
results for the year. An increase in operational costs following these
acquisitions as well as the costs of making these investments which we have
impaired in full, have resulted in an increase in the loss for the year from
£1.36 million in the year ended 31 March 2024 to £4.88 million in the year
to 31 March 2025.
These losses include an impairment charge of £2.3 million in respect of
goodwill arising from our acquisitions of 3radical and Mymyne, the associated
costs of acquisition and admission to AIM of £0.8 million and other
operational costs of £1.1 million.
In addition to the losses incurred by the Company, the operations of 3radical
and Mymyne incurred a loss of £0.7 million in the period after acquisition.
Whilst the impairment expense was a non-cash cost, reflecting the all-share
considerations for the acquisitions of 3radical and Mymyne, the operational
activities still consumed £1.6 million of cash during the year. However, we
have been able to raise fresh equity through a combination of subscription,
placing and the conversion of certain liabilities to new Ordinary Shares. The
Company's cash resources stood at approximately £240,000 at the year-end.
Post balance sheet events
Restoration of trading in the Company's Ordinary Shares on AIM took place on 2
April 2025, when 875,000,000 new Ordinary Shares issued at 0.034 pence per
Ordinary Share in respect of the £300,000 equity fundraising were admitted to
trading on AIM to complete the share subscription; and a further 68,147,959
new Ordinary Shares were issued on conversion of £10,000 of the total
convertible loans of £55,000 at 0.01467 pence per new Ordinary Share.
On 18 June 2025, the Company issued a further 968,750,000 new Ordinary Shares,
comprising a further equity fundraising of £775,000 before expenses at 0.08
pence per new Ordinary Share, strengthening its cash position and enabling the
Company to cover its anticipated expenses of a new RTO, before its shares were
automatically suspended again from trading on 25 June 2025, being six months
after the Company was reclassified as an AIM Rule 15 cash shell, pending
completion of a new RTO.
On 18 July 2025, the Company announced an agreement in principle to acquire
U.S. energy company Dunbar Energy Inc. in an all-share RTO, subject (inter
alia) to due diligence and approval by the Company's shareholders.
On 13 October 2025, pursuant to the CVA approved on 27 March 2025, 236,782,175
new Ordinary Shares ('CVA Creditor Shares') were allotted on final completion
of the CVA to the pre-CVA creditors of the Company in full satisfaction of
their debts, along with 306,665,817 new Ordinary Shares in conversion of the
remaining £45,000 emergency convertible loans.
EXTRACTS FROM THE DIRECTORS REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present their annual report and financial statements for the
year ended 31 March 2025.
The corporate governance statement set out on pages 26 to 32 of the Company's
annual report forms part of this report.
Principal Activities
The Company was established in March 2021 as a Special Purpose Acquisition
Company to seek acquisition targets in the digital media sector. In January
2022, its Ordinary Shares were admitted to the Standard Segment of the
Official List and to trading on the Main Market of the London Stock Exchange.
In May 2024, the Company cancelled the listing of its Ordinary Shares on the
Standard Segment of the Official List and had its Ordinary Shares admitted to
trading on AIM, a market operated by the London Stock Exchange.
At the same time, it acquired marketing technology business 3radical Limited
('3radical') through an all-share reverse takeover ('RTO') by issuing
61,184,843 Ordinary Shares at £0.021 per share valuing 3radical at
£1,284,882; and issued a further 104,785,670 Ordinary Shares at £0.021 per
share raising £2,200,499 before expenses, through a combination of
subscription, placing, and the conversion of certain liabilities to new
Ordinary Shares.
As a result, the Company's principal activity changed to the provision of
first-party data solutions for the digital marketing and advertising industry
as well as identifying potential companies, businesses, or assets for
acquisition.
In August 2024, the Company acquired sales & marketing company Mymyne
Limited ('Mymyne') through an all-share acquisition by issuing 9,834,521
Ordinary Shares at £0.0073 per share on completion, plus deferred
consideration of up to a maximum of 11,191,665 Ordinary Shares after a year
subject to conditions, valuing Mymyne at a maximum of £153,491 at the closing
mid-market price of the Company's Ordinary Shares on 8 August 2024. At the
same time, the Company issued a further 9,589,042 Ordinary Shares at £0.0073
per share in satisfaction of £70,000 in fees to professional advisers.
In October 2024, the Company issued 13,888,889 Ordinary Shares on conversion
of a £125,000 loan at £0.009 per share.
The Company's Ordinary Shares were suspended from trading on AIM on 26
November 2024. On 28 November 2024 3radical, its operating subsidiary, was
placed into administration pending a sale of the business. After the
unsuccessful marketing of 3radical's business as a going concern and the
Company's announcement of 24 December 2024 regarding the CVL of 3radical, the
Company was reclassified as a cash shell pursuant to Rule 15 of the AIM Rules,
and its principal activity reverted to identifying potential companies,
businesses, or assets for acquisition.
On 27 March 2025, the Company agreed to issue 875,000,000 Ordinary Shares at
£0.00034 per share in a £300,000 fundraising before expenses and 68,147,959
Ordinary Shares at £0.0001467 per share as conversion of a £10,000
convertible loan, combined with a CVA which eliminated all the Company's
pre-CVA debts in a 'debt for equity swap' (other than £45,000 remaining of
the convertible loan that was converted into 306,665,817 Ordinary Shares at
£0.0001467 per share when the CVA Creditor Shares were issued on 13 October
2025), and enabled the Company to continue operating. At the same time, the
nominal value of the Company's Ordinary Shares was reduced from £0.005 per
share to £0.0001 per share, with the balance of its nominal share capital
reclassified as Deferred Shares of £0.0049 per share.
Going Concern
The financial statements have been prepared on a going concern basis. The
Board has assessed the Company's financial position as at 31 March 2025 and
the factors which may impact the Company's ability to continue as a going
concern for a period of at least 12 months from the date of approval of the
financial statements. See note 2.4 for key matters assessed by the directors
in considering the ability of the Company to continue as a going concern for
the year to 30 November 2026.
As described in Note 19 to the Financial Statements, proposals for the CVA
which were conditional upon, inter alia, the approval by Shareholders of
certain Resolutions, were duly passed at a General Meeting held on 27 March
2025. The CVA approval was followed on 18 June 2025 by a further fundraising
of £0.8 million before expenses to cover the Company's anticipated costs of
its next RTO.
Subsequent to the year-end, on 13 October 2025, the CVA Supervisor completed
the administration of the CVA, and the Company issued the fixed pool of
236,782,175 new Ordinary Shares to its former creditors, representing 8.6 per
cent. of the enlarged equity as approved by its creditors and members, and
306,665,817 new Ordinary Shares in conversion of the remaining £45,000
convertible loan in full satisfaction of its pre-CVA liabilities.
Management and the directors have considered each of these matters and what
the Group (Electric Guitar PLC as enlarged by the RTO of Dunbar) is expected
to look like following the completion of the anticipated RTO, which includes
the Group's working capital requirements over the period to 30 November 2026.
The directors have also assessed the Company's ability to continue as a
standalone entity in the event no acquisition is pursued and completed in the
period to 30 November 2026. Cashflow projections have also been prepared on
this basis which support the directors' view that the Company has sufficient
facilities to meet its obligations for the period to 30 November 2026 and pay
its debts as they fall due. There is, however, no guarantee the directors
would be successful in raising additional financing for its future growth and
working capital should this be required. This matter indicates that a material
uncertainty exists that may cast significant doubt on the ability of the
Company to continue as a going concern at the time of approval of the
financial statements.
The financial statements do not include adjustments should the going concern
basis be inappropriate. Nonetheless, in view of the successful track record of
raising financing in the last year from both equity and debt sources and other
available funding options, the directors are confident they would be
successful in raising any necessary financing within the next 12 months from
the date of approval of the financial statements.
For the reasons, the directors continue to adopt the going concern basis in
preparing the financial statements.
QUALIFIED OPINION
The Directors draw your attention to the qualified opinion in the independent
auditor's report. Relevant amounts reported in the financial statements for
3radical Limited and its subsidiaries ("3radical") include a loss from
discontinued operations of £2,977,027, net cash used in discontinued
operations of £22,172, assets classified as held for sale of £30,943 and
liabilities classified as held for sale of £533,183. As disclosed in notes
2.1, 2.3 and 7 of the financial statements, during the year, 3radical, being
wholly owned subsidiaries of the Company were placed into administration and
voluntary liquidation. As a result, certain personnel responsible for
financial and accounting matters were not available to discuss the financial
affairs of 3radical and subsequent to entering liquidation, the accounting
records were not adequate to permit the application of appropriate audit
procedures. Accordingly, it was not possible to obtain the information
necessary to complete audit procedures on 3radical relating to its performance
and cash flows for the period ended 31 March 2025 and its financial position
at 31 March 2025.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2025
Year ended Year ended
31 March 2025 31 March 2024
Continuing operations: Note (As restated)
£ £
Administrative expenses
- Acquisition costs 4 (786,490) (875,677)
- Other costs 4 (1,087,210) (447,547
Operating loss (1,873,700) (1,323,224)
Finance costs 6 (24,390) (46,294)
Finance income- interest received 5,279 7,355
Loss before income tax 9 (1,892,811) (1,362,163)
Income tax 10 - -
Loss for the year from continuing operations (1,892,811) (1,362,163)
Loss from discontinued 7 (2,989,946) -
operations,
net of income
tax
Loss for the year (1,362,163)
(4,882,757)
Other comprehensive income:
Items that may be reclassified to profit or loss
Loss on translation of foreign operations (56,416) -
Loss and other comprehensive income for the year (1,362,163)
(4,939,173)
Basic and diluted loss per share (pence) 8 (0.83) (2.35)
Discontinued operations
Basic and diluted loss per share (pence) 8 (1.31) -
Total loss per share (2.14) (2.35)
*: The Group's consolidated statement of comprehensive income has been
restated in the comparative period as described in Note 2.2.
The accompanying notes form part of the financial statements.
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION
for the year ended 31 March 2025
Group Company Group and Company
2025 2025 2024
Note £ £ £
(As restated)
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 2,515 2,515 5,529
CURRENT ASSETS
Receivables and prepayments 11 9,377 9,377 75,745
Assets classified as held for sale 20 32,078 - -
Cash and cash equivalents 12 240,430 240,430 137
281,885 249,807 75,882
TOTAL ASSETS 284,400 252,322 81,411
SHAREHOLDERS' EQUITY
Share capital 13 1,285,728 1,285,728 289,314
Share premium 13 3,704,387 3,704,387 948,629
Foreign currency translation reserve 15 (56,416) - -
Share-based payment reserve 15 63,980 63,980 -
Accumulated losses 15 (7,027,997) (6,575,763) (2,145,240)
TOTAL EQUITY- (deficiency) (2,030,318) (1,521,668) (907,297)
CURRENT LIABILITIES
Financial liabilities
Borrowings 16 55,000 55,000 191,270
Trade and other payables 17 1,404,824 1,433,990 797,438
Liabilities classified as held for sale 20 569,894 - -
Shares to be issued 17 285,000 285,000 -
TOTAL LIABILITIES 2,314,718 1,773,990 988,708
TOTAL EQUITY AND LIABILITIES 284,400 252,322 81,411
TOTAL ASSETS
284,400
252,322
81,411
SHAREHOLDERS' EQUITY
Share capital
13
1,285,728
1,285,728
289,314
Share premium
13
3,704,387
3,704,387
948,629
Foreign currency translation reserve
15
(56,416)
-
-
Share-based payment reserve
15
63,980
63,980
-
Accumulated losses
15
(7,027,997)
(6,575,763)
(2,145,240)
TOTAL EQUITY- (deficiency)
(2,030,318)
(1,521,668)
(907,297)
CURRENT LIABILITIES
Financial liabilities
Borrowings
16
55,000
55,000
191,270
Trade and other payables
17
1,404,824
1,433,990
797,438
Liabilities classified as held for sale
20
569,894
-
-
Shares to be issued
17
285,000
285,000
-
TOTAL LIABILITIES
2,314,718
1,773,990
988,708
TOTAL EQUITY AND LIABILITIES
284,400
252,322
81,411
*: The Company's statement of financial position has been restated in the
comparative period as described in Note 2.2. The Company made a loss of
£4,430,523 for the year (2024 - loss of £1,362,163 as restated).The
financial statements were approved by the Board of Directors and authorised
for issue on 24 November 2025 and were signed on its behalf by:
Richard Horwood, Director
The accompanying notes form part of the financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2025
Share capital Share premium Retained losses Share-based payment reserve Foreign currency trans-lation reserve Totals
£ £ £ £ £ £
At 1 April 2023 289,314 948,629 (783,077) - - 454,886
Changes in equity
Loss for the year as previously stated - - (1,367,797) - - (1,367,797)
Prior year adjustment (Note 2.2) - - 5,634 - - 5,634
Comprehensive loss for the year as restated - - (1,362,163) - - (1,362,163)
At 31 March 2024 (as restated) 289,314 948,629 (2,145,240) - - (907,297)
At 1 April 2024 (as restated) 289,314 948,629 (2,145,240) - - (907,297)
Change in equity
Loss for the year - - (4,882,757) - - (4,882,757)
Other comprehensive income - - - - (56,416) (56,416)
Loss and other comprehensive income for the year - - (4,882,757) - (56,416) (4,939,173)
Transactions with owners:
New shares issued during the year 996,414 2,755,758 - - - 3,752,172
Share based payment expense - - - 63,980 - 63,980
996,414 2,755,758 - 63,980 - 3,816,152
At 31 March 2025 1,285,728 3,704,387 (7,027,997) 63,980 (56,416) (2,030,318)
The accompanying notes form part of the financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2025
Share capital Share premium Retained losses Share-based payment reserve Totals
£ £ £ £ £
At 1 April 2023 289,314 948,629 (783,077) - 454,886
Changes in equity
Loss for the year as previously stated - - (1,367,797) - (1,367,797)
Prior year adjustment (Note 2.2) - - 5,634 - 5,634
Loss for the year as restated - - (1,362,163) - (1,362,163)
At 31 March 2024 (as restated) 289,314 948,629 (2,145,240) - (907,297)
At 1 April 2024 (as restated) 289,314 948,629 (2,145,240) - (907,297)
Change in equity
Loss for the year - - (4,430,523) - (4,430,523)
Transactions with owners:
New shares issued during the year 996,414 2,755,758 - - 3,752,172
Share based payment expense - - - 63,980 63,980
996,414 2,755,758 - 63,980 3,816,152
At 31 March 2025 1,285,728 3,704,387 (6,575,763) 63,980 (1,521,668)
The accompanying notes form part of the financial statements.
CONSOLIDATED AND COMPANY STATEMENT OF CASH FLOWS
for the year ended 31 March 2025
Group Company Group and Company
Year Year Year
ended ended ended
31 March 31 March 31 March
2025 2025 2024
£ £ £
Cash flow from operating activities
Loss for the year (4,882,757) (4,430,523) (1,367,797)
Adjustments for:
Finance income (5,533) (5,533) (7,355)
Interest paid 10,296 10,296 -
Depreciation charges 1,245 1,094 257
Loss on disposal of plant and equipment 1,920 1,920 -
Impairment of goodwill 2,268,891 - -
Impairment of investments - 1,192,582 -
Impairment of amounts due from subsidiaries - 1,356,674 -
Share-based payment expense 63,980 63,980 -
Foreign exchange adjustments (56,414) - -
(Increase)/decrease in other receivables 111,756 66,367 (46,212)
Increase in trade and other payables 913,948 1,046,050 676,112
Net cash used in operating activities (1,572,668) (697,093) (744,995)
Cash flow from investing activities
Finance income 5,533 5,533 7,355
Purchase of tangible fixed assets (765) - (5,786)
Amounts advanced to subsidiaries - (895,587) -
Net cash from / (used in) investing activities 4,768 (890,054) 1,569
Cash flow from financing activities
Proceeds from issue of shares 1,322,736 1,322,736 -
Net proceeds from shares to be issued 285,000 285,000 -
Net proceeds from borrowings 230,000 230,000 251,928
Repayment of borrowings (54,337) - -
Interest paid (10,296) (10,296) -
Net cash from financing activities 1,773,103 1,827,440 251,928
Net increase/(decrease) in cash and cash equivalents 205,203 240,293 (491,498)
Cash and cash equivalents at the beginning of the year 137 137
491,635
Cash acquired on acquisition of subsidiaries 53,589 - -
Cash reclassified as assets held for sale (18,499) - -
Cash and cash equivalents at the end of the year 240,430 240,430 137
The accompanying notes form part of the financial statements.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2025
1. General information
Electric Guitar Plc is a public limited company, registered in England and
Wales. The Company's registered office is One Bartholomew Close, London, EC1A
7BL. The Company's principal activities and the nature of its operations are
disclosed in the director's report.
In May 2024, the Company cancelled the listing of its Ordinary shares on the
Standard Segment of the Official List and its Ordinary shares were admitted to
trading on AIM, a market operated by the London Stock Exchange. Further to the
Company's announcement of 24 December 2024 regarding the liquidation of
3radical, the Company's operating subsidiary, the Company was reclassified as
a cash shell pursuant to Rule 15 of the AIM Rules. Restoration of trading in
its Ordinary Shares on AIM took place on 2 April 2025, and was suspended again
on 25 June 2025 as it had not acquired a new trading company within 6 months
of its becoming a cash shell.
The functional and presentational currency is Great British Pounds Sterling
('£') and the financial statements have been rounded off to nearest £.
2. Accounting policies
2.1 Basis of preparation
The financial statements have been prepared under historical cost convention,
in accordance with UK adopted International Financial Reporting Standards (UK
adopted IFRS) and the Companies Act 2006.
The consolidated financial statements for the Company and its subsidiaries
('the Group') have been prepared under the historical cost convention and in
accordance with the recognition and measurement requirements of UK adopted
International Financial Reporting Standards (UK adopted IFRS). The
consolidated financial statements have been prepared on a basis other than
going concern. During the year, 3radical Limited, the Company's main
subsidiary was put into liquidation. The directors have restructured the
operations and debt of the remaining group entities through a CVA which was
approved on 27 March 2025. Assets are held at their estimated net realisable
value. Liabilities are stated at their expected settlement amount.
Comparatives disclosed in the financial statements, which related to the
Company only, were prepared under the historical cost convention and in
accordance with the recognition and measurement requirements of UK adopted
International Financial Reporting Standards ('IFRS'), applying a going concern
basis of preparation. The comparatives relate to the Company only and are
therefore not entirely comparable.
2. Accounting policies (continued)
2.1 Basis of preparation (continued)
The Company has taken the exemption under s408 Companies Act 2006 and has
therefore not published its own statement of comprehensive income for the year
ended 31 March 2025. The Company made a loss of £4,430,523 for the year (2024
- loss of £1,362,163).
The following accounting principles have been applied:
2.2 Prior period error
In the preparation of the Company's audited financial statements for the year
ended 31 March 2024, the statement of financial position overstated borrowings
by £60,658 and understated other payables by £55,024.
The net impact on results for the year ended 31 March 2024 was to reduce the
loss for the year by £5,634 and accumulated losses by the same amount.
The Company's statement of comprehensive income incorrectly allocated facility
fees on borrowings to operating costs rather than finance costs and overstated
losses by £5,634.
The Company has corrected these errors in the financial statements by
restating the comparatives disclosed in the statement of comprehensive income
and statement of financial position as at 31 March 2024.
2.3 3 radical Limited - liquidation basis of accounting
As 3radical has been placed into administration and a CVL, the financial
position and results relating to this company and its subsidiary entities at
31 March 2025 have been accounted for on a basis other than going concern in
the consolidated financial statements for the year ended 31 March 2025.
Accordingly, all assets and liabilities relating to these companies have been
classified as current, and assets have been written down to their estimated
realisable value at 31 March 2025.
2.4 Going concern
The financial statements have been prepared on a going concern basis. The
Board has assessed the Company's financial position as at 31 March 2025 and
the factors which may impact the Company's ability to continue as a going
concern for a period of at least 12 months from the date of approval of the
financial statements.
2. Accounting policies (continued)
2.4 Going concern (continued)
As at 31 March 2025, the Group had a deficiency in total equity of £2.1
million. The Group also generated a loss for the year ended 31 March 2025 of
£4.9 million and a net cash outflow from operating activities of £1.6
million. The deficiency in equity of £2.1 million at 31 March 2025 included
current liabilities of £1.4 million which have subsequently been derecognised
in April 2025 following proposals for the Company's CVA becoming
unconditional. These liabilities therefore no longer existed after April
2025.
As at 31 March 2025, liabilities include approximately £533k classified as
held for sale for the 3radical Group. These entities are in liquidation and
the Company has no obligation to settle these amounts.
In assessing the ability of the Company to continue as a going concern and pay
its debts as and when they fall due, the directors have taken into
consideration the following matters:
· As described in Note 19 to the Financial Statements, proposals for
the Company's CVA, which were conditional upon, inter alia, the approval by
Shareholders of the Resolutions, were duly passed at a General Meeting held on
27 March 2025.
· On 2 April 2025, the Company announced the following pursuant to the
CVA Proposals outlined in Note 19 below:
- Completion of a fundraise by way of Subscription for 875,000,000 new
Ordinary Shares in the Company at 0.034p per share for a total of £300,000;
and
- A total of 68,147,959 shares were issued pursuant to the automatic
conversion of £10,000 of CLNs in accordance with, inter alia, completion of
the Subscription.
· The CVA approval was followed on 18 June 2025 by a further
fundraising of £0.8 million before expenses to cover the Company's
anticipated costs of its next RTO.
On 13 October 2025, the CVA was completed with 236,782,175 new Ordinary Shares
issued in satisfaction of all the CVA debts, and the outstanding £45,000 of
CLNs were converted into 306,665,817 new Ordinary Shares, leaving the Company
completely free of all its pre-CVA debts.
Management and the directors have considered each of these matters and what
the enlarged Group (Electric Guitar PLC as potentially enlarged by the RTO of
Dunbar) is expected to look like following the completion of the anticipated
RTO, which will only be completed on the basis that the transaction includes
sufficient working capital for the enlarged Group's requirements for at least
12 months after completion of the RTO.
The directors have also assessed the Company's ability to continue as a
standalone entity in the event no acquisition is pursued and completed in the
period to 30 November 2026.
2. Accounting policies (continued)
2.4 Going concern (continued)
Cashflow projections have also been prepared on this basis which support the
directors' view that the Company has sufficient facilities to meet its
obligations for the period to 30 November 2026 and pay its debts as they fall
due. There is, however, no guarantee the directors would be successful in
raising additional financing for its future growth and working capital should
this be required. This matter indicates that a material uncertainty exists
that may cast significant doubt on the ability of the Company to continue as a
going concern at the time of approval of the financial statements.
The key matters assessed by the directors in considering the ability of the
Company to continue as a going concern for the period to 30 November 2026 are
summarised below.
- The directors have assessed the ability of the Company to continue
as a going concern both as a standalone entity (should the anticipated RTO not
complete) and in the anticipated scenario where the RTO of Dunbar concludes.
The proposed terms of the Dunbar acquisition include a condition requiring
Dunbar to have raised sufficient working capital for the enlarged Group for 18
months. There is however no guarantee that the proposed transaction will be
completed in accordance with the proposed terms or that the Group, as enlarged
by the RTO of Dunbar, will perform in accordance with any projections prepared
for the period following completion.
- Management has prepared detailed cashflow forecasts for the Company
on a standalone basis (should the anticipated RTO not proceed to completion)
and the management of Dunbar is preparing similar forecasts for the enlarged
Group for the 18-month period following completion of the proposed RTO of
Dunbar. Before entering into binding contracts to acquire Dunbar, the
directors and the Company's nomad will review and approve Dunbar's forecasts,
following thorough testing of them by the Company's RTO reporting accountants.
- As part of its assessment of the forecasts, certain sensitivity
analyses will be run on the forecast model for the enlarged Group. In the
event the enlarged Group's actual sales for the period ending 12 months after
completion of the proposed RTO would be lower than forecast and certain
controllable costs were to be deferred, the tests will be required to show
that the Group should still have the ability to operate and pay its debts as
and when they fall due for the same period as above, but this cannot be
guaranteed.
2. Accounting policies (continued)
2.4 Going concern (continued)
- In the event that the proposed RTO does not proceed, and there are
no other acquisitions made in the year to 30 November 2026, the Company would
continue to be a cash shell. As noted above, the standalone forecasts prepared
by the Company show that the Company has sufficient facilities to meet its
obligations for the period to 30 November 2026 and pay its debts as they fall
due. There is, however, no guarantee the directors would be successful in
raising additional financing for its future growth and working capital should
this be required.
The financial statements do not include adjustments should the going concern
basis be inappropriate. Nonetheless, in view of the successful track record of
raising financing in the last year from both equity and debt sources and other
available funding options, the directors are confident they would be
successful in raising any necessary financing within the next 12 months from
the date of approval of the financial statements.
For these reasons, the directors continue to adopt the going concern basis in
preparing the financial statements.
2.5 Basis of consolidation
The financial statements of the Group consolidate the results of the Company
and its subsidiary entities. A subsidiary is an entity controlled by the
Group. The Group controls an entity when it 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 influence over the entity. The financial
statements of subsidiaries are included in the consolidated financial
statements from the date on which control commences until the date on which
control ceases.
The consolidated financial statements present the results of the Company and
its subsidiaries (the Group) as if they formed a single entity. Intercompany
transactions and balances, including unrealised gains/losses between group
companies are therefore eliminated in full.
Where the Group ceases to control a subsidiary, the subsidiary is
deconsolidated from the date which control ceases. The net assets of the
subsidiary are included in a disposal calculation along with any consideration
received from the disposal, with any gain or loss recognised in the Statement
of Profit and Loss.
The consolidated financial statements incorporate the results of Electric
Guitar plc and its subsidiaries as at 31 March 2025 and for the year then
ended using the acquisition method of accounting.
2.6 Business combinations
Business combinations falling within the scope of IFRS 3 Business Combinations
are accounted for using the acquisition method as at the acquisition date,
which is the date on which control is transferred to the Group. The Group
measures goodwill at the acquisition date as the fair value of the
consideration transferred less the fair value of identifiable assets acquired
and liabilities assumed.
2.7 Impairment of financial assets
The Group recognises an allowance for expected credit losses ("ECLs'') for all
debt instruments not held at fair value through profit or loss. ECLs are based
on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original effective interest rate. The
expected cash flows will include cash flows from the sale of collateral held
or other credit enhancements that are integral to the contractual terms.
For trade receivables (not subject to provisional pricing) and other
receivables due in less than 12 months, the Group applies the simplified
approach in calculating ECLs, as permitted by IFRS 9.
Therefore, the Group does not track changes in credit risk, but instead
recognises a loss allowance based on the financial asset's lifetime ECL at
each reporting date.
The Group considers a financial asset in default when contractual payments are
90 days past due.
However, in certain cases, the Group may also consider a financial asset to be
in default when internal or external information indicates that the Group is
unlikely to receive the outstanding contractual amounts in full before taking
into account any credit enhancements held by the Group.
A financial asset is written off when there is no reasonable expectation of
recovering the contractual cash flows and usually occurs when past due for
more than one year and not subject to enforcement activity.
At each reporting date, the Group assesses whether financial assets carried at
amortised cost are credit impaired. A financial asset is credit-impaired when
one or more events that have a detrimental impact on the estimated future cash
flows of the financial asset have occurred.
2. Accounting policies (continued)
2.7 Intangible assets - goodwill
Goodwill represents the excess of the cost of a business combination over the
Group's interest in the fair value of identifiable assets, liabilities and
contingent liabilities acquired.
Cost comprises the fair value of assets given, liabilities assumed, and equity
instruments issued, plus the amount of any non-controlling interests in the
acquiree. Contingent consideration is included in cost at its acquisition date
fair value and, in the case of contingent consideration classified as a
financial liability, remeasured subsequently through profit or loss.
Goodwill is capitalised as an intangible asset with any impairment in carrying
value being charged to profit or loss. Where the fair value of identifiable
assets, liabilities and contingent liabilities exceed the fair value of
consideration paid, the excess is credited in full to the consolidated
statement of comprehensive income on the acquisition date.
All goodwill arising on acquisitions made in the year ended 31 March 2025 was
fully impaired as described in Note 18.
2.7 Impairment of non-financial assets
Impairment tests on goodwill and other intangible assets with indefinite
useful economic lives are undertaken annually at the financial year end. Other
non-financial assets are subject to impairment tests whenever events or
changes in circumstances indicate that their carrying amount may not be
recoverable. Where the carrying value of an asset exceeds its recoverable
amount (i.e. the higher of value in use and fair value less costs to sell),
the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual
asset, the impairment test is carried out on the smallest group of assets to
which it belongs for which there are separately identifiable cash flows: its
cash generating units ('CGUs').
Goodwill is allocated on initial recognition to each of the Group's CGUs that
are expected to benefit from a business combination that gives rise to the
goodwill.
Impairment charges are included in profit or loss, except to the extent they
reverse gains previously recognised in other comprehensive income. An
impairment loss recognised for goodwill is not reversed.
2.9 Investment in subsidiaries
The Company made two acquisitions in the year ended 31 March 2025, namely
3radical Limited and Mymyne Limited, as described in Note 18.
2. Accounting policies (continued)
2.9 Investment in subsidiaries (continued)
The directors have reviewed evidence which might suggest whether the
investments in the subsidiaries have become impaired. In particular, the
directors reviewed whether there exist:
· significant financial difficulty in the subsidiaries;
· a breach of contract, such as a default or past-due event;
· it is becoming probable that the subsidiaries will enter bankruptcy
or another financial reorganisation;
· the disappearance of any market for the debt of the subsidiaries
because of financial difficulties; or
· the financial liabilities of the subsidiaries trade at a deep
discount that reflects likely incurred credit losses.
As more fully described in Note 18, the directors have considered the evidence
in respect of the Company's investments in its subsidiaries and concluded that
there were indicators of impairment. The Company has therefore made full
impairment against its investments in its newly acquired subsidiaries,
amounting to £1,356,674. Receivables due from subsidiaries amounting to
£1,192,587 have also been fully impaired in the year.
2.11 Foreign currency translation
Transactions in currencies other than the functional and presentation currency
of the Company, pound sterling, are recorded at the rates of exchange
prevailing on the dates of the transactions.
At each reporting date, monetary assets and liabilities that are denominated
in foreign currencies are retranslated at the rates prevailing on the
reporting date. Non-monetary assets and liabilities that are determined in
foreign currencies are translated at the rates prevailing at the date when the
fair value was determined.
Gains on, or losses arising from, retranslation of the monetary assets and
liabilities are included in profit or loss for the period.
2.12 Taxation
The income tax expense represents the sum of tax currently payable and
deferred tax.
2. Accounting policies (continued)
2.12 Taxation (continued)
Current tax
The tax currently payable is based on the taxable profit for the period.
Taxable profit differs from net profit as reported in profit or loss because
it excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible.
The Company's liability for current tax is calculated using tax rates that
have been enacted or substantively enacted by the end of the reporting period.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the liability method. Deferred tax assets
are only recognised on tax losses when there is convincing evidence that the
Company will generate sufficient future taxable profits in the foreseeable
future against which the tax losses can be utilised to reduce the Company's
liabilities to corporation tax.
2.13 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank.
2.14 Share capital and share premium
Share capital represents the nominal value of shares that have been issued.
Share premium includes any premiums received on issue of share capital. Any
transactions costs associated with the issuing of shares are deducted from
share premium.
2.15 Provisions for liabilities
Provisions are made where an event has taken place that gives the Group a
legal or constructive obligation that requires settlement by a transfer of
economic benefit, and a reliable estimate can be made of the amount of the
obligation. Provisions are charged as an expense to the statement of
comprehensive income in the year that the Group becomes aware of the
obligation and are measured at the best estimate at the balance sheet date of
the expenditure required to settle the obligation, taking into account
relevant risks and uncertainties. When payments are eventually made, they are
charged to the provision carried in the balance sheet.
2. Accounting policies (continued)
2.15 Other receivables
Other receivables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method, less loss
allowance.
2.16 Trade and other payables
Trade and other payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from suppliers. Accruals
and accounts payable are classified as current liabilities if payment is due
within one year or less.
2.18 Financial liabilities
All financial liabilities are recognised in the statement of financial
position when the Group or Company becomes party to the contractual provision
of the instrument.
Financial liabilities measured at amortised cost
The Group's financial liabilities held at amortised cost comprise trade
payables and other payables and borrowings.
These financial liabilities are initially measured at fair value net of any
transaction costs directly attributable to the issue of the instrument.
2.18 Financial liabilities (continued)
Such interest-bearing liabilities are subsequently measured at amortised cost
using the effective interest rate method, which ensures that any interest
expense over the period to repayment is at a market rate on the balance of the
liability carried in the statement of financial position.
Subsequent measurement
The amortised cost of a financial liability is the amount at which the
financial liability is measured on initial recognition, minus the principal
repayments, plus or minus the cumulative amortisation using the effective
interest method of any difference between the initial amount recognised and
the maturity amount.
Such amortisation amounts are recognised in the statement of comprehensive
income. Due to the short-term nature of trade and other payables, they are
stated at their nominal value, which approximates their fair value.
2. Accounting policies (continued)
2.19 Share based payment arrangements
The Company has issued share warrants and options to directors and service
providers in respect of services provided.
The grant of these instruments is recognised as equity settled share-based
payments under IFRS 2. The warrants can be exercised by the holder prior to
the exercise date for a fixed number of equity shares at fixed prices.
The value of the share-based instruments is determined at the date of grant
and expensed on a straight-line basis over the vesting period with a
corresponding increase in equity based on the Company's estimate of the shares
that will eventually vest at the time of the grant. At each balance sheet
date, the Company revises its estimates of the number of instruments that are
expected to vest based on service and non-market performance conditions.
The Company takes into account the market condition (i.e. target share price
being in excess of the exercise price) at the time of estimating the fair
value of the instruments. The amount expensed is adjusted over the vesting
period for changes in the estimate of the number of shares that will
eventually vest, except for changes resulting from any market-related
performance conditions.
2.20 Capital management
Capital consists of Ordinary Shares, Deferred Shares, share premium and
retained losses. The Board monitors the return on capital. The Company is not
subject to any externally imposed capital requirements.
2.21 Employee benefits
The costs of short-term employee benefits are recognised as a liability and an
expense. The cost of any unused holiday entitlement is recognised in the
period in which the employee's services are received.
2.22 Adoption of new and revised standards and changes in accounting policies
A number of new standards and amendments to standards and interpretations are
effective for annual periods beginning on or after 1 April 2025 and have not
been applied in preparing the financial statements. None of these is expected
to have a significant effect on the financial statements of the Company.
There are no other IFRSs or IFRIC interpretations that are not yet effective
that would be expected to have a material impact on the Group.
3. Critical accounting judgements and estimates
The preparation of the financial statements in accordance with IFRS requires
the use of certain critical accounting estimates. It also requires management
to exercise their judgement in applying the Company's accounting policies.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including future conditions that are assessed to
be reasonable under the circumstances.
In particular, information about significant areas of estimation uncertainty
and critical judgements in applying accounting policies that have the most
significant effect on the amount recognised in the financial statements are
described in the following notes:
- Basis of preparation (Note 2.1)
- 3radical Limited - liquidation basis of accounting (Note 2.3)
- Going concern (Note 2.4)
- Current assets and liabilities held for sale (Note 20)
- Impairment of goodwill and investments in subsidiaries (Note 18)
4. Administrative expenses
Acquisition costs Group Group
31 March 31 March
2025 2024
£ £
Legal fees 170,500 383,276
Corporate Finance & Brokerage 281,871 115,197
Accountancy Advice 5,050 235,090
Consultancy & Professional Advice 146,233 124,500
Listing fees 31,262 17,614
Commission and financing fees 151,574 -
Total 786,490 875,677
Group Group
Other costs 31 March 31 March
2025 2024
£ £
Employment costs 426,660 241,137
Exceptional costs of CVA 147,838 -
Auditors remuneration fees 68,000 45,500
Share-based payment expense 63,980 -
Regulatory costs 24,117 28,740
Public relations 51,041 25,371
Contractor costs 32,400 23,800
Recruitment 14,250 17,000
Consulting fees 83,446 16,926
Advertising and marketing 19,581 10,723
Insurance 72,644 613
Others 83,253 37,737
Total 1,087,210 447,547
5. Employees and directors remuneration
Group Group
31 March 31 March
2025 2024
£ £
Wages and salaries 390,324 220,255
Social security costs 32,228 14,413
Other pension costs 4,108 6,469
Total 426,660 241,137
The average number of employees and directors during the year was as follows:
Group Group
31 March 31 March
2025 2024
Administration 6 5
Key management personnel are the directors. The remuneration paid to
directors is provided in the directors' report accompanying the financial
statements and is summarised below:
Directors' remuneration Group Group
31 March 31 March
2025 2024
£ £
Salaries and fees 379,948 136,656
Share-based payment expense 36,028 -
Total 415,976 146,656
The highest paid director in the year ended 31 March 2025 received a total of
£91,478 in remuneration (year ended 31 March 2024: £37,328).
6. Finance costs
Group Group
31 March 31 March
2025 2024
£ £
Interest on borrowings 23,282 46,294
Unrealised currency losses 417 -
Bank charges 691 -
Total 24,390 46,294
7. Discontinued operations
As more fully described in Note 18, in December 2024, 3radical Limited was
placed into a creditors' voluntary liquidation ('CVL'), which the directors
are advised is expected to have been completed in the first half of 2026.
On 4 March 2025, the first Gazette Notice was published for the compulsory
striking off of Mymyne Limited, with a view to its being dissolved.
Accordingly, the goodwill asset has been impaired in full at 31 March 2025 and
the impairment charge recognised within impairment expense in the consolidated
statement of comprehensive income. The results of 3radical Limited and Mymyne
Limited from the period subsequent to their acquisitions have been presented
as discontinued operations as follows:
Results of discontinued activities Year ended 31 March 2025 Year ended 31 March 2024
£ £
Revenue 98,365 -
Cost of sales (58,861) -
Gross profit 39,504 -
Impairment of goodwill (2,268,891)
Administrative expenses (725,830) -
Operating loss (2,955,217) -
Finance costs (34,982) -
Finance income- interest received 253 -
Loss before income tax (2,989,946) -
Income tax - -
Net loss for the year from discontinued operations (2,989,946) -
Cash flows used in discontinued operations
Net cash used in operation activities (772,665) -
Net cash used in investing activities (765) -
Net cash from financing activities 738,339 -
Net cash used in discontinued operations (35,091) -
7. Discontinued operations (continued)
There are no comparatives as this is the first period that 3radical and Mymyne
have been consolidated.
8. Loss per share
Basic earnings per share is calculated by dividing the loss attributable in
the period to equity holders of the Company by the weighted average number of
Ordinary Shares in issue during the period, excluding any Ordinary Shares
purchased by the Company and held as treasury shares.
Group Group
31 March 31 March
2025 2024
£ £
Loss for the year attributable to equity holders of the Company:
- Continuing operations (1,892,811) (1,362,163)
- Discontinued operations (2,989,496) -
Weighted average number of Ordinary Shares 228,161,556 57,862,776
Loss per share (basic and diluted):
- Continuing operations (0.83) (2.35)
- Discontinued operations (1.31) -
Loss per share (pence) (2.14) (2.35)
Share warrants and options issued by the Company have an anti-dilutive effect
on loss per share. Hence, under IAS requirements diluted loss per share is
shown as being the same as basic loss per share.
9. Loss before income tax
The loss before income tax of £1,892,811 (2024: £1,362,163) is stated after
charging:
Group Group
31 March 31 March
2025 2024
£ £
Auditor's remuneration
- For audit services 40,000 29,500
- Under-provision in respect of prior year 13,000 -
- For non-audit services 15,000 16,000
68,000 45,500
10. Income tax
No liability to UK corporation tax arose for the year ended 31 March 2025 nor
for the year ended 31 March 2024 as the Company generated tax losses for both
years.
Prima facie tax reconciliation
The loss for the year was £4,882k (2024: £1,362k). For the year ended 31
March 2025, the standard rate of corporation tax in the UK is 25% (2024:
25%). The rate of corporation tax applicable in UK for profits up to £50k is
19%.
The expected tax credit on the loss for the year is £1,221k (2024: £88k).
The actual tax credit recognised for the year was £NIL (2024: £Nil). The
main reasons for the differences for both periods are tax losses not
recognised as deferred tax assets due to uncertainty of taxable profits being
generated in the foreseeable future.
11. Other receivables and prepayments
Group Company Company
31 March 31 March 31 March
2025 2025 2024
£ £ £
VAT receivable - - 63,703
Prepayments and accrued income 9,377 9,377 12,042
9,377 9,3775 75,745
The directors consider that the carrying amount of other receivables and
prepayments approximates to their fair value.
12. Cash and cash equivalents
Group Company Company
31 March 31 March 31 March
2025 2025 2024
£ £ £
Cash at bank and in hand 240,430 240,430 137
240,430 240,430 137
13. Share capital
Company Company
31 March 31 March
2025 2024
£ £
Authorised, issued and fully paid
257,145,740 (2024: 57,862,776) Ordinary Shares of 0.01p each (2024: 0.5p each) 1,285,728 289,314
and 257,145,740 Deferred Shares of 0.49 pence each.
1,285,728 289,314
The Ordinary Shares carry voting and dividend rights. The Deferred Shares do
not carry any rights to vote or dividend rights.
13. Share capital (continued)
Movements in issued share capital during the year ended 31 March 2025 were:
No. of ordinary shares Nominal
value Share premium
£ £
At beginning of year 57,862,776 289,314 948,629
Shares issued on 3 May 2024
Consideration paid to vendors of 3radical 61,184,843 305,924
978,957
Cash subscription and placing 62,987,410 314,937 1,007,799
Settlement of accrued directors' remuneration due to John Hutchinson
3,214,280 16,071 51,428
Settlement of loans due to, and accrued directors' remuneration issued to,
Richard Horwood
1,441,140 7,206
23,058
Settlement of debts owed to Sanderson (Note 16) 25,476,190 127,381
407,619
Settlement of loan due to third party 1,190,480 5,952 19,048
Settlement of advisors' fees on AIM Admission 10,476,170 52,381 167,619
Shares issued on 9 August 2024
Settlement of professional fees for £70k owed to advisors
9,589,042 47,945 22,055
Shares issued on 28 August 2024
Initial consideration paid to vendors of Mymyne 9,834,521 49,173 22,619
Shares issued on 14 October 2024
Conversion of loan to ordinary shares 13,888,888 69,444 55,556
At end of year 257,145,740 1,285,728 3,704,387
The issue price for all shares issued on 3 May 2024 was 2.1p per share. The
issue price for all shares issued in August 2024 was 0.73p per share. The
conversion of a loan to shares on 14 October 2024 was made at 0.9p per share.
On 27 March 2025, resolutions were passed for the sub-division of each of
the Company's existing Ordinary Shares of £0.005 nominal value into one new
Ordinary Share of £0.0001 (0.01 pence) nominal value, plus one Deferred Share
of £0.0049 (0.49 pence).
13. Share capital (continued)
Shares to be issued
The Company had received a total of £285,000 as at 31 March 2025 in respect
of a subscription for shares which was completed in April 2025 as described in
Note 24 below. These amounts are recognised within current liabilities at 31
March 2025.
14. Share warrants and options
A-series warrants and B-series warrants
The Company issued A-series warrants and B-series warrants to directors and
service providers respectively in previous years. These warrants were
exercisable at a price of 4.5p. The vesting period of the various warrant
instruments are as provided below:
- Allocated A-series warrants vest over a period of 5 years, and
should the options remain unexercised they lapse after the seventh anniversary
of admission.
- Unallocated A-series (discretionary) warrants are vested on the date
of grant and should the options remain unexercised they lapse after the
seventh anniversary of admission.
- B-series warrants are vested on the date of grant, and should the
options remain unexercised they lapse after the third anniversary of
admission.
The following table summarise the A-series warrants and B-series warrants
outstanding at the end of the year and movements during the year.
A-series warrants B-series warrants
Outstanding at 31 March 2023 4,318,876 1,157,256
Granted during the year 205,991 -
Outstanding at 31 March 2024 4,524,867 1,157,256
Surrender of options (see below) (3,494,910) -
Expired during the year (1,029,957) (1,157,256)
Outstanding at 31 March 2025 - -
Options vested and not exercised as at 31 March 2025 - -
Options vested and not exercised as at 31 March 2024
2,365,429 1,157,256
14. Share warrants and options (continued)
The assumptions considered in the valuation of both A-series warrants and
B-series warrants using the Black-Scholes model are as follows:
Exercise price 4.5 pence
Share price at date of grant 3 pence
Risk free interest rate 1.25%
Volatility 16%
Dividend yield 0%
Contractual life of A-series warrants 7 years
Contractual life of B-series warrants 3 years
Following the CVA of the Company on 27 March 2025, all the above warrants
became worthless.
On 3 May 2024, 3,494,910 A-series warrants were surrendered. These were
replaced by a Long Term Incentive Plan ("LTIP'') including options over shares
to Directors - see note below.
Warrants issued in the year ended 31 March 2025
On 3 May 2024, 205,991 warrants were issued to a former director and a total
of 6,714,999 broker warrants were issued to the Company's brokers. All of
these warrants vested on grant and have an exercise price of 2.1p. The
exercise period for these warrants is 3 years from AIM Admission.
CLN warrants granted to Grahame Cook
On 10 March 2025, the Company entered into a Convertible Loan with Grahame
Cook, pursuant to which the Company granted him 34,073,980 Warrants,
exercisable for three years from 2 April 2025, at a price per Ordinary Share
of 0.01467p.
CLN warrants granted to Sanderson Capital Partners Ltd
Pursuant to the terms of the CLN, Sanderson was granted 153,332,909
Fundraising Warrants over New Ordinary Shares. Sanderson also agreed not to
exercise the Fundraising Warrants such that any exercise would cause the
Sanderson Concert Party to be interested in more than 29.99% of the issued
share capital and total voting rights of the Company at any time.
The total expense recognised in the Statement of Comprehensive Income during
the year ended 31 March 2025 in respect of warrants over Ordinary Shares was
£24,969 (2024: £nil).
14. Share warrants and options (continued)
The Electric Guitar plc 2024 Employee Incentive Plan (Employee Plan) options
On admission to AIM in May 2024, the Company granted Approved Share Options
over a total of 23,295,226 new Ordinary Shares to two directors pursuant to
the Electric Guitar PLC 2024 Employee Incentive Plan, exercisable at the Issue
Price of 2.1 pence. All of these options vest over 3 years and have an
exercise price of 2.1p.
The exercise period for these warrants is 10 years from AIM Admission. A total
of 1,126,789 Unapproved Share Options were also issued on similar terms.
The interests of the directors in share options granted under this Plan are
set out in the Directors' Report on page 22 of the annual report.
The Employee Plan is a discretionary plan which provides for the grant to
selected employees and executive directors of the Group, of rights:
a) to acquire Ordinary Shares in the form of options which
are:
- intended to be Enterprise Management Incentives Option
("EMI Options");
- Company Share Option Plan options ("CSOP Options"); and
- non-tax advantaged options with a nil or nominal value
or market value exercise price (Unapproved Options);
b) conditional rights to acquire Ordinary Shares (Conditional
Share Awards);
c) to be paid in cash based on the market value of a specified
number of Ordinary Shares (Phantom Awards) together the (Awards).
The total expense recognised in the Statement of Comprehensive Income during
the year ended 31 March 2025 in respect of Employee Plan awards over Ordinary
Shares was £37,857 (2024: £nil).
The Electric Guitar plc 2024 Consultant Incentive Plan (Consultant Plan) options
On admission to AIM, the Company also granted Share Options over a total of
9,628,268 new Ordinary Shares pursuant to the Consultant Plan. All of these
options vest over 3 years and have an exercise price of 2.1p. The exercise
period for these options is 10 years from AIM Admission. The Consultant Plan
is a discretionary plan which provides for the grant to selected consultants
of the Group, of rights:
a) to acquire Ordinary Shares in the form of options with a nil or nominal
value or market value exercise price (Unapproved Options);
b) which are conditional rights to acquire Ordinary Shares (Conditional
Share Awards);
c) to be paid in cash based on the market value of a specified number of
Ordinary Shares (Phantom Awards) together the (Awards).
14. Share warrants and options (continued)
The total expense recognised in the Statement of Comprehensive Income during
the year ended 31 March 2025 in respect of the Consultant Plan awards over
Ordinary Shares was £1,154 (2024: £nil).
The assumptions considered in the valuation of the new warrants and options
issued during the year using the Black-Scholes model were as follows:
Exercise price 2.1 pence
Share price at date of grant 2.1 pence
Risk free interest rate 4.17%
Volatility 16%
Dividend yield 0%
Contractual life of warrants 3 years
Contractual life of options 10 years
The fair value of the new warrants and options at grant date was 0.36 pence
per instrument.
A summary of the warrants and options granted in the year ended 31 March 2025
is as follows:
2024 Warrants CLN Warrants Employee Consultant Plan Options
Plan Options
Granted during the year 6,920,990 187,406,889 24,422,015 9,628,268
Outstanding at 31 March 2025 6,920,990 187,406,889 24,442,015 9,628,268
15. Reserves
Share premium account
The share premium account includes any premiums received on issue of share
capital. Any transaction costs associated with the issuing of shares are
deducted from share premium.
Share-based payment reserve
Cumulative fair value of the charge/(credit) in respect of share warrants
granted and recognised as an expense in the Income Statement.
Foreign currency translation reserve
The translation reserve comprises translation differences arising from the
translation of financial statements of the Group's foreign entities into
Sterling (£).
15. Reserves (continued)
Accumulated losses
This reserve records retained earnings and accumulated losses.
16. Financial Liabilities - Borrowings
Group Company Group and Company
31 March 31 March 31 March
2025 2025 2024
Current: £ £ £
(As restated)
Convertible loan notes 55,000 55,000 -
Unsecured loan facility - - 191,270
Total borrowings 55,000 55,000 191,270
Unsecured loan facility
On 27 October 2023, an unsecured loan facility of £250k was agreed with
Sanderson Capital Partners Limited, a related party (the '£250k Facility').
Of this facility, £50k was drawn down on 13 November 2023 and a further
£150k on 6 December 2023. A further £50k was drawn in May 2024.
On 26 March 2024, a further unsecured loan facility of £600k was agreed with
Sanderson Capital Partners Limited (the '£600k Facility'). A facility fee
(satisfied in shares on the Company's AIM Admission) of £100k was incurred in
lieu of any further costs of the £600k Facility, with a repayment date of 12
months from the Company's AIM Admission, and an option to extend for a further
8 months for an additional facility fee of £15,000 payable at the end of that
extended period.
On 3 May 2024, the £250k Facility and all associated fees, and all fees
associated with the £600k Facility, were settled in full by the issue of
20,238,095 shares in the Company at a price of 2.1p per share.
A total of £125k was drawn down on the £600k Facility in September and
October 2024, all of which was converted to Ordinary Shares on 29 October 2024
at 0.9p per share.
16. Financial Liabilities - Borrowings (continued)
Convertible loan notes
In order to provide the necessary cashflow to facilitate preparation for a CVA
proposal to be put to creditors, Sanderson Capital Partners Limited and
Grahame Cook (a director), being connected creditors, advanced to the Company
£45,000 and £10,000 respectively as Convertible Unsecured Loans, which,
conditional upon approval by creditors and shareholders of the proposal, were
to be converted to 374,813,777 new ordinary shares. Grahame Cook's £10,000
loan was converted on 2 April 2025, and Sanderson's £45,000 convertible loan
converted upon the issue of the new Ordinary Shares in the Company being
issued under the CVA.
At a general meeting of shareholders held on 27 March 2025 a proposal to
increase the share capital to 1,743,741,692 new Ordinary Shares ranking pari
passu with the existing Ordinary Shares was duly passed for the purpose of:
a) Making available 374,813,777 new Ordinary Shares for the conversion of
the unsecured loan referred to above.
b) Making available 875,000,000 new Ordinary Shares for an agreed
subscription of up to £300,000.
c) Making available a fixed number of 236,782,175 new Ordinary Shares for
distribution to creditors.
17. Trade and other payables
Trade payables and accruals primarily comprise amounts payable for services
received from third parties.
The Company has financial risk management policies in place to ensure that all
payables are paid within the pre-agreed credit terms. The directors considers
that the fair value approximates the carrying value.
17. Trade and other payables (continued)
Group Company Group and Company
31 March 31 March 31 March
2025 2025 2024
£ £ £
(As restated)
Trade creditors 615,749 615,749 376,824
Social security and other taxes 97,099 97,099 11,705
Amounts due to subsidiary - 29,166 -
Other creditors 62,508 62,508 3,720
Pension payable to directors' personal SIPPs 57,370 57,370 4,578
Accrued expenses 572,098 572,098 400,611
1,404,824 1,433,990 797,438
18. Business combinations
Acquisition of 3radical Limited
On 3 May 2024, the Company acquired the entire issued share capital of
3radical Limited. At the same time, the Company cancelled its listing on the
London Stock Exchange's Standard List, and had its Ordinary Share capital, as
enlarged following completion of the transaction at the negotiated value of
£1.3 million paid in shares and of a successful £2.2 million equity
fundraising, admitted to trading on the AIM Market of the London Stock
Exchange. At the time of the acquisition, 3radical was a business with a
well-established software platform already in use by major clients around the
world, which helped marketers engage their customers by securing the
first-party data marketers increasingly need.
The all-share consideration of £1,284,882 was settled by the issue of
61,184,843 Ordinary Shares in the Company on completion.
The carrying values of 3radical's assets and liabilities on acquisition were
assessed as being in line with their fair values. No fair value adjustments
were assessed as necessary by the directors.
18. Business combinations (continued)
Goodwill was recognised on this acquisition because the cost of the
combination included a control premium. Details of the fair value of
identifiable assets and liabilities acquired, purchase consideration and
goodwill are as follows:
£
Cash at bank 34,960
Trade and other receivables 38,328
Trade and other payables (645,422)
Borrowings (347,393)
Net liabilities at acquisition (919,527)
Purchase consideration- satisfied through new ordinary shares issued 1,284,882
Goodwill on acquisition 2,204,409
In December 2024, 3radical was placed into a creditors' voluntary liquidation
('CVL''). Accordingly, the goodwill asset has been impaired in full at 31
March 2025 and the impairment charge recognised within impairment expense in
the consolidated statement of comprehensive income.
The liquidation is currently in progress with the value of asset realisations
to be confirmed on completion, which the directors are advised is expected in
the first half of 2026.
The Directors have considered the evidence in respect of the Company's
investments in 3radical and concluded that there were indicators of
impairment. The Company has therefore made full impairment against its
investments in 3radical, amounting to £1,284,882.
Receivables due from 3radical amounting to £1,192,587 have also been fully
impaired in the year.
Acquisition of Mymyne Limited
On 28 August 2024, the Company completed the acquisition of Mymyne, a
developer of data-related software solutions, and the provider of related
sales & marketing services to 3radical, achieving significant
cost-savings. The initial all-share consideration of £71,792 was settled by
the issue of 9,834,521 Ordinary Shares in the Company on completion.
Additional deferred consideration of approximately £82,000 at the completion
share price was payable in shares depending inter alia on the financial
performance of Mymyne.
18. Business combinations (continued)
The Company recognised the initial consideration of £71,792 as the purchase
price, but not the conditional deferred consideration of up to a further
11,191,665 shares (worth up to a maximum of £82k at the completion share
price, and capped at a total of £268.6k at the mid-market price of the
Company's shares if and when payable) as the likelihood of the conditional
deferred amount being paid was uncertain.
John Regan, who served as Electric Guitar's CEO, and John Hutchinson, who
served as Electric Guitar's Chair, and both being directors of the Company,
were 36.9% and 9.5% shareholders of Mymyne respectively at the time of the
acquisition and therefore the acquisition was considered to be a related party
transaction.
The carrying values of Mymyne's assets and liabilities on acquisition were
assessed as being in line with their fair values. No fair value adjustments
were assessed as necessary by the directors. Goodwill was recognised on this
acquisition because the cost of the combination included a control premium.
Details of the fair value of identifiable assets and liabilities acquired,
purchase consideration and goodwill are as follows:
£
Cash at bank 18,629
Trade and other receivables 20,000
Trade and other payables (3,243)
Borrowings (28,076)
Net assets at acquisition 7,310
Purchase consideration- satisfied through new ordinary shares issued 71,792
Goodwill on acquisition 64,483
On 4 March 2025, the first Gazette Notice was published for the compulsory
striking off of Mymyne Ltd, with a view to its being dissolved. Accordingly,
the goodwill asset has been impaired in full at 31 March 2025 and the
impairment charge recognised within impairment expense in the consolidated
statement of comprehensive income.
The directors have considered the evidence in respect of the Company's
investments in Mymyne and concluded that there were indicators of impairment.
The Company has therefore made full impairment against its investments in
Mymyne, amounting to £71,792.
18. Business combinations (continued)
The total impairment charge in respect of 3radical and Mymyne recognised in
respect of goodwill arising in the year ended 31 March 2024 was £2,268,891
which is included in the statement of comprehensive income.
Following the above business combinations being completed, the Company's
subsidiaries as at 31 March 2025 were as follows:
Shareholding Nature of Business Country of
Incorporation
Held directly:
Mymyne Limited 100% Software developer England and Wales
3radical Limited 100% Software developer (in liquidation) England and Wales
Held indirectly:
3radical Pte Limited 100% Software developer Singapore
3radical Pty Limited 100% Software developer Australia
3radical Inc 100% Software developer USA
19. Company Voluntary Arrangement ("CVA"), Subscription for Ordinary Shares,
and Share Capital Reorganisation
Further to the Company's announcement of 24 December 2024 regarding the
liquidation of 3radical, the Company's operating subsidiary, and subsequent
reclassification of the Company as a cash shell pursuant to Rule 15 of the AIM
Rules, the Board presented the following proposals to Shareholders:
- a fundraise by way of subscription for 875,000,000 new Ordinary
Shares in the Company and a CLN for 374,813,776 new Ordinary Shares raising
total funds of £355,000;
- the proposed CVA in order to allow the Company to restructure itself
in a way that allows shareholders and creditors to retain an economic interest
in the Company; and
- the proposed share capital reorganisation to amend the nominal value
of the Company's Ordinary Shares to 0.01 pence each to allow the CVA and
fundraising to complete in accordance with their terms.
Following below expected trading performance of 3radical since the RTO and the
failure of the Company to secure additional funds to continue to fund the
losses of 3radical, 3radical was placed into liquidation on 24 December 2024.
As at the date of the proposals, the Company had debts of £1,399,799 and cash
of £4,765. As such, the Company was left in a position whereby its only
remaining viable options were to either liquidate the Company or to seek some
form of creditor protection.
19. Company Voluntary Arrangement ("CVA"), Subscription for Ordinary Shares,
and Share Capital Reorganisation (continued
The Board therefore concluded that a CVA, if approved, would allow for the
Company to continue as an entity for the benefit of all stakeholders and to
seek to retain admission of the Ordinary Shares to trading on AIM with a new
Company strategy to pursue acquisitions.
The net proceeds of the fundraising were to be used principally to allow the
Company to implement the CVA and provide working capital to allow it to pursue
an acquisition or investment constituting a reverse takeover pursuant to Rule
14 of the AIM Rules.
The Proposals which were conditional upon, inter alia, the approval by
shareholders of the Resolutions, were duly passed at a General Meeting held on
27 March 2025.
20. Current assets and liabilities held for sale
3radical Limited and its subsidiaries and Mymyne Limited are presented as a
disposal group held for sale following the appointment of the liquidators for
3radical and the striking off notice for Mymyne.
The expected settlement of the disposal group is not known at the date of the
annual report.
Assets classified as held for sale: £
Plant and equipment 640
Cash at bank 18,499
Trade and other receivables 12,939
Total 32,078
Liabilities classified as held for sale: £
Trade and other payables 542,492
Borrowings 27,402
Total 569,894
An Impairment loss of £2,268,891 in relation to goodwill has been recognised
in expenses in the consolidated income statement.
21. Financial risk management
The Group's activities expose it to liquidity risk, credit risk and foreign
exchange risk. The Company's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse
effects on the Group's financial performance.
21. Financial risk management (continued)
Capital risk management
The Group manages its capital to ensure that it will be able to continue as a
going concern while maximising the return to stakeholders through the
optimisation of debt and equity instruments.
The capital structure of the Group consists of debt, cash and cash equivalents
and equity comprising share capital and reserves. The Company reviews the
capital structure annually and as part of this review considers the cost of
capital and risks associated with each class of capital and debt.
Liquidity risk
Responsibility for management of liquidity risk rests with the board of
directors, which has established an appropriate liquidity risk framework for
the management of the Company's funding and liquidity requirements. The
Company manages liquidity risk by maintaining adequate reserves, debt
facilities and reserve borrowing facilities by continuously monitoring
forecasts and actual cash flows, and by matching the maturity profiles of
financial assets and liabilities.
Foreign exchange risk
The Company makes some purchases in foreign currencies. The payments in
foreign currency are made using the exchange rates on the date of payment. As
of year-end, the Company did not have any payables in foreign currency.
22. Related party transactions
During the year, the Company entered into the following transactions with
related parties, all of which were conducted on an arm's length basis:
· Salary and bonuses totalling £67,500 payable to John Hutchinson, a
director of the Company at the time, were settled by the issue of 3,214,280
shares at 0.21p a share on 3 May 2024.
· Salary and bonuses totalling £30,264 payable to Richard Horwood, a
director of the Company, were settled by the issue of 1,441,140 shares at
0.21p a share on 3 May 2024.
22. Related party transactions (continued)
· Facility loans totalling £535,000 due and payable to Sanderson
Capital Partners Limited, were settled by the issue of 25,476,190 shares at
0.21p a share on 3 May 2024.
· On 9 August 2024, 9,589,042 shares were issued to certain
professional advisors and consultants to settle their fees. Included in this
amount was 5,479,452 shares issued to Tanvier Malik in relation to his role as
Capital Markets Consultant for a total of £40,000. Since Mr Malik controls
Sanderson Capital Partners Limited, this transaction constitutes a related
party transaction.
· Loans totalling £125,000 made by Sanderson Capital Partners Limited
were advanced during the year and settled by the issue of 13,888,888 shares at
0.9p a share on 14 October 2024 which constitutes a related party transaction.
· On 28 August 2024, the Company completed an all-share acquisition of
Mymyne, valuing it at up to a maximum of approximately £154k based on the
closing mid-market price of the Company's shares immediately prior to
announcing the proposed acquisition on 9 August 2024, which was approved by
shareholders in General Meeting on 27 August 2024. The Company recognised the
initial consideration of £72k (settled by the issue of 9,834,521 shares in
the Company - see Note 18) as the purchase price, but not the conditional
deferred consideration of up to a further 11,191,665 shares (worth up to a
maximum of £82k at the completion share price, and capped at a total of
£268.6k at the mid-market price of the Company's shares if and when payable)
as the likelihood of the conditional deferred amount being paid was uncertain.
John Regan, who served as Electric Guitar's CEO, and John Hutchinson, who
served as Electric Guitar's Chair, and both being directors of the Company,
were 31.2% (including John Regan's associate) and 9.2% shareholders of Mymyne
respectively at the time of the acquisition, receiving 3,068,140 and 908,059
respectively and valued at 0.73p per share on completion, and therefore it was
a related party transaction.
The fair value of net assets acquired on Mymyne's books was £8k, including
cash at bank of £18k. Goodwill arising on acquisition was £64k. This
goodwill has been written off in full through the income statement.
· The Company purchased services of £275,000 (2024: £206,750) from
BDB Pitmans LLP. The amount payable as at year-end is £146,875 (2024:
£240,900). John Hutchinson served as chairman of the Company and is
managing partner of BDB Pitmans LLP (now known as Broadfield Law UK LLP).
22. Related party transactions (continued)
· The Company purchased services of £3,000 (2024: £36,000) from
Belmont Partners Ltd. The amount payable as at year-end is £10,800 (2024:
£7,200). Sarfraz Munshi was a director of the Company during the financial
year 2025 and also director of Belmont Partners.
· The Company purchased services of £95,000 (2024: £95,000) from
Mymyne Ltd prior to its acquisition. Of this amount, £40k was for the
provision of commercial due diligence services in connection with the proposed
acquisition of a previous target which did not proceed. The remaining £55k
was for the provision of commercial due diligence services in connection with
the 3radical RTO. John Regan, who served as Electric Guitar's CEO, and John
Hutchinson, who served as Electric Guitar's Chair, and both being directors of
the Company, were 31.2% and 9.2% shareholders of Mymyne Ltd respectively at
the time the services were purchased. The amount payable as at year-end was
Nil (2024: Nil). John Regan was a director of the Company and is also
director of Mymyne Ltd.
· On 26 February 2025, the Company received £45,000 from Sanderson, a
substantial shareholder of the Company, and £10,000 from Grahame Cook, a
Non-Executive Director of the Company. These funds were applied to an
unsecured, interest free, senior convertible loan note ('CLN') as part of a
wider fundraising and restructuring of the Company in order to pursue a new
acquisition strategy.
The CLN converted automatically into 374,813,776 New Ordinary Shares at a
price of 0.01467 pence per share pursuant to the terms of the CVA, as to
68,147,959 CLN Shares on admission to trading of £300,000 (gross) fundraising
shares ('Subscription Shares') on 2 April 2025 ('First Admission') pursuant to
Grahame Cook's CLN; and 306,665,817 CLN Shares which converted automatically
on admission to trading of the CVA Creditor Shares on 13 October 2025 ('Second
Admission') pursuant to Sanderson's CLN, subject to Sanderson and connected
parties holding no more than 29.99% of the Company's issued share capital,
which condition was satisfied.
The CLN bore no interest and was unsecured, but prior to conversion to
Ordinary Shares ranked senior to any equity or debt of the Company, and gave
Sanderson and Grahame Cook first refusal if there is any equity or debt raised
by the Company within 18 months from 7 February 2025.
22. Related party transactions (continued)
In addition, pursuant to the terms of the CLN and subject to Admission of the
Subscription Shares, Sanderson and Grahame Cook received warrants
('Fundraising Warrants') over, in aggregate, 187,406,889 New Ordinary Shares,
representing one warrant for every two New Ordinary Shares received by
Sanderson and Grahame Cook pursuant to the conversion of the CLN. The
Fundraising Warrants will be assignable and exercisable at the CLN Conversion
Price for a period of 3 years from First Admission, with the exercise of those
held by Sanderson being subject to it and its concert party not holding more
than 29.99% of the Company's issued share capital. In addition, Sanderson and
Grahame Cook will have first refusal if there is any equity or debt raised by
the Company within 18 months from 7 February 2025.
· On 11 March 2025, Sanderson and Grahame Cook conditionally subscribed
for a total of 116,666,666 and 29,166,667 New Ordinary Shares respectively for
a total of £40,000 and £10,000 each.
· See note 16 in relation to borrowings entered into with Sanderson
Capital Partners Limited.
23. Notes to statement of cash flows
Non-cash transactions
The Group entered into the following material non-cash transactions during the
year:
· On 3 May 2024, the Company completed its acquisition of 3radical, a
software solutions business. Consideration paid for 100% of the shares in
3radical was £1,285k, which was settled in full through the issue of 61.2
million new Ordinary Shares in the Company at an issue price of 2.1p per share
(see note 18).
· On 2 May 2024, the Company settled borrowings owed to Sanderson
through the issue of 25.4 million Ordinary Shares in the Company at an issue
price of 2.1p per share (see note 13).
· On the same date, the Company settled borrowings owed to Anglia
Securities Limited amounting to £25,000 through the issue of 1,190,480
Ordinary Shares in the Company at an issue price of 2.1p per share.
· On the same date, the Company issued a total of 10,476,170 Ordinary
Shares in settlement advisors' fees totalling £220,000, at 2.1p a share.
23. Notes to statement of cash flows (continued)
· On 2 May 2024, the Company issued a total of 4,655,420 shares in
settlement of accrued salary and bonuses totalling £97,764, as described in
Note 22 above.
· On 9 August 2024, 9,589,042 Ordinary Shares were issued to certain
professional advisors and consultants to settle their fees. Included in this
amount was 5,479,452 Ordinary Shares issued to Tanvier Malik in relation to
his role as Capital Markets Consultant. Since Mr Malik controls Sanderson
Capital Partners Limited, this transaction constitutes a related party
transaction.
· On 28 August 2024, the Company completed the acquisition of Mymyne, a
developer of data-related software solutions, and the provider of related
sales & marketing services to 3radical.
The initial all-share consideration of £71,792 was settled by the issue of
9,834,521 Ordinary Shares in the Company on completion.
· Loans totalling £125,000 made by Sanderson Capital Partners Limited
were advanced during the year and settled by the issue of 13,888,888 shares at
0.9p a share on 14 October 2024.
24. Post balance sheet events
Share issues
On 2 April 2025, the Company announced the following pursuant to the CVA
Proposals outlined in Note 19 above:
- Completion of a fundraise by way of Subscription for 875,000,000 New
Ordinary Shares in the Company at 0.034p per Ordinary Share for a total of
£300,000;
- a total of 68,147,959 shares were issued pursuant to the automatic
conversion of £10,000 of CLNs in accordance with, inter alia, completion of
the Subscription;
On 18 June 2025, the Company announced that it had raised £775,000 (before
expenses) by way of a placing of a total of 968,750,000 new Ordinary Shares
of 0.01 pence each in the Company at a price of 0.08 pence per new Ordinary
Share. The estimated net proceeds of the Placing of approximately £730,000 is
being used to fund the Company's anticipated costs of an acquisition and for
general working capital.
24. Post balance sheet events (continued)
On the same date, the Company announced that Novum Securities Limited (now
AlbR Capital Limited) had been appointed as a Joint Broker to the Company with
immediate effect. To keep the Company's running costs low, it issued
37,500,000 new Ordinary Shares (the 'Fee Shares') to Novum at the Issue Price
of 0.08 pence per share in full satisfaction of its £30,000 annual broking
retainer fee.
On 13 October 2025, 236,782,175 CVA Creditor Shares and 306,665,817 Sanderson
CLN Shares were admitted to trading on AIM on completion of the CVA and the
related share allotments.
Issue of warrants
On 6 May 2025, the Company agreed to issue, in aggregate, 100,000,000 warrants
to subscribe for new Ordinary Shares to Richard Horwood and Sarfraz Munshi on
the following terms, to align their interests with those of all the
shareholders, and to compensate them for their unremunerated work:
Richard Horwood Sarfraz Munshi
Warrant Terms Number Number Total
Exercise price £0.001 for a term of 12 months from 13 October 2025, the date 25,000 25,000 50,000
of admission of the CVA Creditor Shares
Exercise price £0.0015 for a term of 18 months from 13 October 2025, the date 25,000 25,000 50,000
of admission of the CVA Creditor Shares
CVA liabilities
Current liabilities of £1.4m included in the Company's and Consolidated
Statement of Financial Position at 31 March 2025 have subsequently been
derecognised in April 2025 following proposals for the Company's CVA becoming
unconditional. These liabilities therefore no longer existed after April 2025.
25. Other developments subsequent to the reporting date
On 18 July 2025, the Company announced that it had signed non-binding heads of
terms to acquire Dunbar Energy Inc. ('Dunbar'), a U.S. company incorporated
under the laws of the State of Nevada, through a reverse takeover transaction
('RTO').
Dunbar has recently been established in the U.S. to power the next generation
of digital infrastructure, including AI and crypto. With datacentre demand
surging and supportive U.S. energy policies, Dunbar's business is the
conversion of coal mine methane and stranded gas in oil and gas wells into
power for modular 'compute' sites for datacentres; supporting crypto
infrastructure at remote wells; and generating carbon credits; all delivering
scalable, real-world solutions for energy transition partners.
To execute this strategy, Dunbar is building a strategic portfolio of energy
assets across key U.S. regions, and has brought together a seasoned team with
decades of experience in coal mining and oil and gas, strengthened by leading
IT and datacentre professionals.
Consideration for the proposed RTO will be satisfied through the issue of new
Ordinary Shares of 0.01 pence in the Company.
The proposed transaction is subject to, inter alia, the completion of
satisfactory due diligence, the execution of final legally binding documents,
publication of an AIM Admission Document, approval by shareholders of Electric
Guitar at a general meeting of the Company of the RTO and of a waiver of the
obligations that would otherwise arise under Rule 9 of the Takeover Code (also
subject to approval by the Takeover Panel), and re-admission of the Company's
Ordinary Shares to trading on AIM. There is no guarantee that the proposed RTO
will proceed nor as to its final terms or timing.
26. Controlling party
The Company considers that there is no ultimate controlling party.
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Electric Guitar
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