REG - Insig AI Plc - Final Results, Posting of AR&A and Notice of AGM
19/09/2025 07:00
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RNS Number : 9686Z Insig AI Plc 19 September 2025
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19 September 2025
Insig AI plc
("Insig AI" or the "Company")
Posting of the Annual Report and Accounts and Notice of Annual General Meeting
Insig AI plc (AIM:INSG), the data science and machine learning solutions
company and its subsidiaries (the "Group") is pleased to announce its results
for the year ended 31 March 2025.
The Group's Annual Report & Accounts, along with the Company's Notice of
Annual General Meeting ("AGM") will be posted to shareholders shortly and will
be available shortly on the Group's website: www.insg.ai/investor-relations/.
The AGM will be held at 1 Heddon Street, London, W1B 4BD on 16 October 2025 at
1:30 p.m.
Highlights
- Revenue growth of 43% for the year to 31 March 2025
- Current year Q1 revenue growth of 143% against corresponding
period
- Loss before non-cash impairments and non-capitalisation of staff
development costs reduced from £1.1 million to £0.5 million.
- Over the second half of the year, adjusting for non-cash
charges, a reduced Group loss compared to the first half of the year
- Launch of automated Generative Intelligence Engine
- After the year end, contract awarded by the Financial Conduct
Authority
- Evaluating strategic options, including establishing a fund
dedicated to investments in digital assets and related enterprises
Richard Bernstein, Chief Executive commented:
"I remain excited by the prospects of our existing business, but equally with
the potential of what we could deliver at scale by investing new capital in
exciting and rapidly evolving markets, in areas which the Board and I believe
to be a natural evolution for Insig AI."
For further information, please visit www.insg.ai
(https://url.uk.m.mimecastprotect.com/s/c1dWCZVA7t591jmCj6A-8?domain=insg.ai)
or contact:
Insig AI
plc
richard.bernstein@insg.ai (mailto:richard.bernstein@insg.ai)
Richard Bernstein (CEO)
Zeus (Nominated Adviser & Broker)
David Foreman / James Hornigold
+44 (0)20 3829 5000
Chief Executive's Report
Dear Shareholders,
I am pleased to report on a year of operational progress and improved
performance. Last May, I was appointed Chief Executive and John Wilson was
appointed Chairman. Set out below is my assessment of the performance of the
business during the year ended 31 March 2025, together with an update on
recent progress and of prospects. I am excited to report below on a potential
new direction for the business and strategic options to enable it to more
fully capitalise on its strengths. First, let me turn to the year ended 31
March 2025.
Financial headlines
The financial results reflect not only trading but some accounting standard
led treatments of intangible assets which have a distracting impact on the
optics of the operational results in my view. In summary, we are reporting an
operating loss before non-cash impairments of intangible assets of £1.6
million. In the context that none of the development expenditure has been
capitalised this year, if we were to take out capitalised development expense
from the prior year comparative figures as well for operating loss prior to
impairment (for illustrative purposes only), it would have been an operating
loss prior to impairment of £1.1m (absent of capitalised expenditure of £1m)
compared to £1.6m this year. This compares with an operating loss prior to
impairment for the previous year of £2.1 million. Revenues for the year
increased 43% to £0.53 million as against £0.37 million in the year to March
2024. In summary, revenues increased by more than 40%. Over the second half of
the year, adjusting for non-cash charges, the Group's loss reduced compared to
the first half of the year. Gross cash at 31 March, was £0.3 million. Debt,
which comprises entirely unsecured convertible loan notes, was £1.7 million.
Following discussions with the Company's new auditor, management identified
that there were two prior year errors relating to the accounting treatment of
share-based payments and convertible loan notes. The total net adjustments
amount to £35,350. In the previous year, the treatments adopted were
considered appropriate by the Company and its auditor at the time. Further
details are set out in note 30.
Successful equity funding
In April and May 2024, I subscribed to the Company for 1,250,000 shares at
20p. This represented a substantial premium to the prevailing share price at
the time of issue. In June 2024, the Company successfully raised £0.81
million at 12.5p per share, with NR Holdings Limited becoming a new
shareholder. In March 2025, the Company raised £0.35 million at 16p per
share, in which I subscribed for £0.15 million. Post period end,
in June and July 2025, I subscribed to the Company for 875,000 shares at
20p. I have an entitlement to purchase an additional 875,000 shares at 20p a
share, which I plan to exercise.
Our markets and our business
From the foundations of strong data science capabilities and with a focus on
the asset management industry, in 2021, the Company saw its future in AI, ESG
and data services. Last September, I was candid as to my assessment of the
degree of commercial success achieved and as newly appointed Chief Executive,
how I was repositioning the business.
Our belief is that not only is AI going to have enormous consequences for
enterprises but that we are living in a time akin to the emergence of the
Internet in 1998. In 1998, Paul Krugman, a winner of the Nobel Prize in
Economics, wrote: "the growth of the Internet will slow drastically... By 2005
or so, it will become clear that the Internet's impact on the economy has been
no greater than the fax machine's." Whilst this prediction proved to be
spectacularly wrong, imagine the consequences to business that shared
Krugman's assessment. Currently, I believe that businesses that choose to be
in denial as to the need to ready for AI will suffer the same fate and perhaps
deserve to do so.
Our potential customers fall into two categories: put simply, those that
"get-it" and those that don't and lack the urgency to make a commitment. Of
the second category, currently some of these run billions of pounds but
without being AI ready, these funds under management are set to diminish,
threatening the viability of these businesses. I believe that running a
business without being AI ready is akin to running a race in the knowledge
that your shoelaces are undone. AI-driven data solutions are now
revolutionising how businesses harness data and scale their intelligence.
Our solutions are becoming business-critical across sectors, giving clients a
strategic edge at a time when AI-powered speed, auditability, and precision
are becoming competitive necessities. We transform how organisations structure
and apply intelligence. Our proprietary system ingests vast volumes of
unstructured documents and datasets, making them AI-ready, auditable, and
instantly usable. We then power advanced insights and automations through
modular, AI-driven tools built for real-world use cases across sectors.
Our General Intelligence Engine takes it a step further and codifies each
client's unique logic, enabling repeatable, scalable decision systems. Our
solutions are helping clients gain clarity, control, and competitive advantage
in environments where precision, speed, and defensibility matter most. Q&A
capability is an essential tool for AI-powered data solutions. Designed to
rapidly extract precise insights from complex datasets, our products can also
help clients to solve critical compliance and reporting challenges, reshaping
how businesses consume and interact with data.
What is beyond doubt is the pace of change within AI: it is eye watering, with
developments that might have been expected to be taking years, now taking a
matter of weeks. We can deliver the best commercially viable AI solution for
clients, so that they can focus on their business and make money.
Whilst the advancement we are seeing in Large Language Models and the wide
scale accessibility of these tools has increased everyone's potential
capacity, being able to use this tech securely and at scale, is where the real
difference lies. This is where Insig AI is focused and how we are helping our
clients distinguish themselves from those who we would characterise as
"Krugmans".
In May 2024, the Company announced that it had acquired a 5.45% equity
interest in ImpactScope OÜ ("ImpactScope"). ImpactScope is an award-winning
European impact-focused AI and blockchain company, registered in Estonia. The
consideration was £123,750, paid through the issue of 900,000 ordinary shares
in the Company. We are working constructively with ImpactScope.
After our year end, we announced several new business wins. In April 2025, we
were delighted that the Financial Conduct Authority ("FCA") became a
client. The order is for a subscription service licence agreement to access
Insig AI's Transparency and Disclosure Index ("TDI") covers UK listed
companies. The FCA accesses our toolkit that allows users to search, filter,
analyse and benchmark company disclosures, which are solely evidence based and
traceable to company reports. In April 2025, we also announced a new client
win from a London-based, European focused asset manager with assets under
management of more than £1 billion. The work won relates to the automation of
data collection and ingestion and comprises both a licence fee and an ongoing
annual retainer.
In May 2025, we announced further client wins including a London-based asset
manager with assets under management of more than £1 billion specialising
in European credit investments utilising Insig AI's data infrastructure
framework. This is a scalable data solution that provides the basis for asset
managers to seamlessly grow their asset base and position them to readily
utilise AI tools within their business. I am pleased to report that the
deliverable was of such a standard that the Company has since been awarded
additional work from this client.
Current Trading and Prospects
During the summer, our focus has been twofold: delivering on several new
business wins in the early weeks of the current financial year and development
work on a new, best of class reporting tool underpinned by our automated
Generative Intelligent Engine. Revenue for the first quarter was £0.2m. This
represented organic sales growth of 143% over the corresponding quarter in the
previous year. Whilst reporting sales monthly has limited utility, sales for
the month of July were £102,000, resulting in revenue growth for the first
four months of the current year to 182%.
We have now delivered on several recent client wins and in the coming weeks,
we have meetings with three of those clients with the intention of securing
further work. Proposals before prospects now include solutions for our new
automated General Intelligence Engine for reporting requirements. Our
immediate priority is to reach a far greater number of potential customers and
prospects: we have a plan in place to do just that, which involves a major
outreach programme focusing on hundreds of consultancies.
Despite our market positioning, proven technology, experienced and committed
management (including with substantial skin in the game), we have had to rely
on ourselves and our own connections to raise capital. The "incoming" for US
AI businesses and associated investor enthusiasm is sadly not evident in the
London equity market. We see US peers raising hundreds of millions of dollars
for investment in what I regard as a land grab. Our constraining factor for
growth is the speed of customer delivery. Our relatively modest fundraise in
the spring, in which more than 70% is from me, has enabled us to deliver an
increasing volume of projects, add data engineering headcount and sales
leadership.
We are pleased to see our corporate clients benefit from our work. So much so,
our involvement has enabled many of these businesses to enhance performance,
thereby growing assets under management and profitability beyond expectations.
We now believe it is time for our shareholders to benefit, not by competing
with our clients but by directly participating at scale in a different market
where our existing technologies and data insights can be used to identify
mispricing of assets and by allocating substantial amounts of the Company's
capital to benefit shareholders.
The Company is also considering various strategic options, in part to more
fully utilise the expertise of Peter Pereira Gray, the former Chief Executive
of Wellcome Trust's Investment Division, who joined Insig AI as a Strategic
and Asset Allocation Adviser in July 2025. One such option under consideration
is to establish a fund dedicated to investments in digital assets and related
enterprises. Whilst there is no guarantee that the Board will pursue a new
strategic direction, if there was investor appetite to support such a fund,
this could result in the Company's listing being cancelled and re-listed as an
AIM investing company.
It is important to note that I remain excited by the prospects of our existing
business, but equally with the potential of what we could deliver at scale by
investing new capital in exciting and rapidly evolving markets, in areas which
the Board and I believe to be a natural evolution for Insig AI.
Richard Bernstein
Chief Executive Officer
18 September 2025
Consolidated statement of financial position
Group Company
Note 31 March 2025 31 March 31 March 2023 (restated) 31 March 2025 31 March 2024 (restated) 31 March 2023 (restated)
2024 (restated)
£ £ £ £ £ £
Non-Current Assets
Property, plant and equipment 12 3,670 5,652 37,648 - - -
Right of use assets - - 28,266 - - -
Intangible assets 13 - 4,404,000 20,309,278 - - -
Amounts owed by subsidiaries 14 - - - 187 4,075,827 -
Investments 15 123,750 - - 123,750 - -
Investment in subsidiaries - - - - - 20,383,136
127,420 4,409,652 20,375,192 123,937 4,075,827 20,383,136
Current Assets
Trade and other receivables 16 92,570 104,740 719,840 81,418 266,729 151,699
Cash and cash equivalents 17 328,796 37,847 280,584 270,433 14,459 3,749
421,366 142,587 1,000,424 351,851 281,188 155,448
Total Assets 548,786 4,552,239 21,375,616 475,788 4,357,015 20,538,584
Non-Current Liabilities
Lease liabilities - - 16,868 - - -
Deferred tax liabilities 21 - 1,101,000 2,586,096 - - -
- 1,101,000 2,602,964 - - -
Current Liabilities
Trade and other payables 18 322,313 338,238 932,927 253,335 192,846 382,636
Lease liabilities - - 10,386 - - -
Convertible loan notes 20 1,732,541 1,650,994 2,328,214 1,732,541 1,650,994 2,328,214
2,054,854 1,989,232 3,271,527 1,985,876 1,843,840 2,710,850
Total Liabilities 2,054,854 3,090,232 5,874,491 1,985,876 1,843,840 2,710,850
Net Assets (1,506,068) 1,462,007 15,501,125 (1,510,088) 2,513,175 17,827,734
Equity attributable to owners of the Parent
Share capital 23 3,252,374 3,149,058 3,109,804 3,252,374 3,149,058 3,109,804
Share premium 23 42,243,659 40,810,725 39,077,403 42,243,659 40,810,725 39,077,403
Other reserves 25 325,583 325,583 325,583 325,583 325,583 325,583
Share based payments reserve 24 314,352 121,597 122,320 314,352 121,597 122,320
Retained losses (47,642,036) (42,916,216) (27,082,968) (47,646,056) (41,893,788) (24,807,376)
Equity attributable to shareholders of the parent (1,506,068) 1,490,747 15,552,142 (1,510,088) 2,513,175 17,827,734
parent company
Non-controlling interest - (28,740) (51,017) - - -
Total Equity (1,506,068) 1,462,007 15,501,125 (1,510,088) 2,513,175 17,827,734
The Company has elected to take the exemption under Section 408 of the
Companies Act 2006 from presenting the Parent Company Income Statement and
Statement of Comprehensive Income. The loss for the Company for the year ended
31 March 2025 was £5,783,244 (31 March 2024: loss of £17,102,772).
The Financial Statements were approved and authorised for issue by the Board
of Directors on 18 September 2025 and were signed on its behalf by:
Richard Bernstein
Chief Executive Officer
Consolidated statement of comprehensive income
Continued operations Note Year ended 31 March 2024 (restated)
Year ended 31 March 2025 £
£
Revenue 6 529,509 369,860
Cost of sales 6 (162,808) -
Gross profit
366,701 369,860
Administrative expenses 7 (2,045,490) (2,577,843)
Other gains/(losses) 9 20,942 (6,590)
Other income 10 10,000 3,157
Impairments 13 (4,404,000) (15,317,338)
Operating loss (6,051,847) (17,528,754)
Finance income 11 56,433 46,908
Finance costs 11 (137,240) (171,000)
Loss before income tax (6,132,654) (17,652,846)
Tax credit/(charge) 27 1,393,853 1,615,430
Loss for the year after income tax from continued operations (4,738,801) (16,037,416)
Discontinued operations
Profit/(loss) for the year from discontinued operations (attributable to 29
equity holders of the Parent)
(17,995) 210,085
Group loss for the year (4,756,796) (15,827,331)
Loss for the year attributable to owners of the Parent (4,756,796) (15,849,608)
Profit/(Loss) for the year attributable to Non-controlling interests - 22,277
Basic and Diluted Earnings/(Loss) Per Share (expressed in pence per share)
Continued operations (4.07)p (16.01)p
Discontinued operations (0.02)p 0.21p
Total 28 (4.09)p (15.8)p
Consolidated statement of changes in equity
Note Share capital Share premium Share based payments reserve Other reserves Retained losses Total Non- Controlling Interest Total
£ £ £ £ £ £ £
Balance as at 1 April 2023
3,109,804 39,077,403 18,845 377,381 (26,964,846) 15,618,587 (51,017) 15,567,570
Prior period restatement - - 103,475 (51,798) (118,122) (66,445) - (66,445)
Balance as at 1 April 2023 (restated) 3,109,804 39,077,403 122,320 325,583 (27,082,968) 15,552,142 (51,017) 15,501,125
Profit/(Loss) for the year (restated) - - - - (15,849,608) (15,849,608) 22,277 (15,827,331)
Other comprehensive loss for the year
Items that may be subsequently reclassified to profit or loss - - - - - - - -
Total comprehensive loss for the year (restated)
- - - - (15,849,608) (15,849,608) 22,277 (15,827,331)
Expired options - - (16,360) - 16,360 - - -
Options granted (restated) - - 15,637 - - 15,637 - 15,637
Equity component of CLN issued in period (restated) - - - - - - - -
Issue of shares 39,254 1,733,322 - - - 1,772,576 - 1,772,576
Total transactions with owners, recognised directly in equity
39,254 1,733,322 (723) - 16,360 1,788,213 - 1,788,213
Balance as at 31 March 2024 (restated)
3,149,058 40,810,725 121,597 325,583 (42,916,216) 1,490,747 (28,740) 1,462,007
Balance as at 1 April 2024
3,149,058 40,810,725 2,485 516,015 (42,880,866) 1,597,417 (28,740) 1,568,677
Prior period restatement - - 119,112 (190,432) (35,350) (106,670) - (106,670)
Balance as at 1 April 2024 (restated) 3,149,058 40,810,725 121,597 325,583 (42,916,216) 1,490,747 (28,740) 1,462,007
Profit/(Loss) for the year - - - - (4,756,796) (4,756,796) - (4,756,796)
Other comprehensive loss for the year
Items that may be subsequently reclassified to profit or loss - - - - - - - -
Total comprehensive loss for the year - - - - (4,756,796) (4,756,796) - (4,756,796)
Vested options - - 223,731 - - 223,731 - 223,731
Expired options - - (30,976) 30,976 - - -
Issue of shares 103,316 1,432,934 - - - 1,536,250 - 1,536,250
Closure of subsidiary - - - - - - 28,740 28,740
Total transactions with owners, recognised directly in equity 103,316 1,432,934 192,755 - 30,976 1,759,981 28,740 1,788,721
Balance as at 31 March 2025 3,252,374 42,243,659 314,352 325,583 (47,642,036) (1,506,068) - (1,506,068)
Company statement of changes in equity
Note Share capital Share premium Share based payments reserve Other reserves Retained losses Total equity
£ £ £ £ £ £
Balance as at 1 April 2023 3,109,804 39,077,403 18,845 377,381 (24,689,254) 17,894,179
Prior period restatement - - 103,475 (51,798) (118,122) (66,445)
Balance as at 1 April 2023 (restated) 3,109,804 39,077,403 122,320 325,583 (24,807,376) 17,827,734
Loss for the year (restated) - - - - (17,102,772) (17,102,772)
Total comprehensive loss for the year (restated) - - - - (17,102,772) (17,102,772)
Expired options - - (16,360) - 16,360 -
Options granted (restated) - - 15,637 - - 15,637
Equity component of CLN issued in the period (restated) -
- - - - -
Issue of shares 39,254 1,733,322 - - - 1,772,576
Total transactions with owners, recognised directly in equity 39,254 1,733,322 (723) - 16,360 1,788,213
Balance as at 31 March 2024 3,149,058 40,810,725 121,597 325,583 (41,893,788) 2,513,175
(restated)
Balance as at 1 April 2024 (restated) 3,149,058 40,810,725 2,485 516,015 (41,858,441) 2,619,842
Prior period restatement - - 119,112 (190,432) (35,347) (106,667)
Balance as at 1 April 2024 (restated) 3,149,058 40,810,725 121,597 325,583 (41,893,788) 2,513,175
Loss for the year - - - - (5,783,244) (5,783,244)
Total comprehensive loss for the year - - - - (5,783,244) (5,783,244)
Vested options - - 223,731 - - 223,731
Expired options - - (30,976) 30,976 -
Issue of shares 103,316 1,432,934 - - - 1,536,250
Total transactions with owners, recognised directly in equity 103,316 1,432,934 192,755 - 30,976 1,759,981
Balance as at 31 March 2025 3,252,374 42,243,659 314,352 325,583 (47,646,056) (1,510,088)
Consolidated statements of cash flows
Note 31 March 2025 31 March 2024 (restated)
£ £
Cash flows from operating activities
(Loss)/profit before income tax (4,756,796) (15,849,608)
Adjustments for:
Depreciation and amortisation 3,065 1,578,916
Disposal of PPE - (650)
Share based payments 24 223,731 15,637
Impairments 4,404,000 15,317,338
Net finance (income)/costs 11 81,547 175,157
Gain on disposal of subsidiaries - (164,300)
Nion-controlling interest 28,740 -
Provision for deferred tax liabilities 21 (1,101,000) (1,485,096)
Changes in working capital:
(Increase)/Decrease in trade and other receivables 12,170 394,606
Increase/(Decrease) in trade and other payables (15,925) (281,394)
Net cash used in operating activities (1,120,468) (299,394)
Cash flows from investing activities
Sale/(Purchase) of property, plant and equipment 12 (1,083) 837
Purchase of intangible assets 13 - (1,020,516)
Net cash from disposal of subsidiaries - 187,204
Net cash used in investing activities (1,083) (832,475)
Cash flows from financing activities
Proceeds from issue of share capital 1,412,500 900,000
Repayment of leasing liabilities - (10,868)
Net cash generated from financing activities 1,412,500 889,132
Net decrease/(increase) in cash and cash equivalents 290,949 (242,737)
Cash and cash equivalents at beginning of year 37,847 280,584
Cash and cash equivalents at end of year 17 328,796 37,847
Company statement of cash flows
Company
Note 31 March 2025 31 March 2024 (restated)
£ £
Cash flows from operating activities
(Loss)/profit before income tax (5,783,244) (17,102,772)
Adjustments for:
Share based payments 24 223,731 15,637
Impairments 14 5,205,176 16,524,845
Net finance (income)/costs (18,766) 93,725
Discontinued operations (370,470) -
Changes in working capital:
(Increase)/Decrease in trade and other receivables 185,311 (115,030)
Increase/(Decrease) in trade and other payables 60,489 (102,291)
Net cash used in operating activities (497,773) (685,886)
Cash flows from investing activities
Loans granted to subsidiaries (658,753) (203,404)
Net cash used in investing activities (658,753) (203,404)
Cash flows from financing activities
Proceeds from issue of share capital 1,412,500 900,000
Net cash generated from financing activities 1,412,500 900,000
Net decrease/(increase) in cash and cash equivalents 255,974 10,710
Cash and cash equivalents at beginning of year 14,459 3,749
Cash and cash equivalents at end of year 17 270,433 14,459
1. General information
Insig AI plc is a public company limited by shares, domiciled and incorporated
in England and Wales and its activities are as described in the strategic
report.
These financial statements are prepared in pounds sterling being the currency
of the primary economic environment in which the Group operates.
2. Summary of significant accounting policies
The principal Accounting Policies applied in the preparation of these
Consolidated Financial Statements are set out below. These Policies have been
consistently applied to all the periods presented, unless otherwise stated.
2.1. Basis of preparation of Financial Statements
The Group and Company Financial Statements have been prepared
in accordance with UK-adopted international accounting standards in conformity
with the requirements of the Companies Act 2006. The Group and Company
Financial Statements have also been prepared under the historical cost
convention.
The Financial Statements are presented in Pound Sterling
rounded to the nearest pound.
The preparation of Financial Statements in conformity with UK
adopted International Accounting Standards (IAS) requires the use of certain
critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the Accounting Policies. The areas
involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the Group and Company Financial
Statements are disclosed in note 4.
The Company has provided a guarantee in respect of the outstanding liabilities
of the subsidiary companies listed below in accordance with Section 479A -
479C of the Companies Act 2006 as these subsidiary companies of the Group are
exempt from the requirements of the Companies Act 2006 relating to the audit
of the accounts by virtue of Section 479A of this Act.
The subsidiary companies are:
Insig Partners Limited (company number: 10877358)
Insight Capital Consulting Limited (company number: 11438914)
Insig Data Limited (company number: 11969285)
2.2. New and amended standards
The following amendments to standards have become effective for the first time
for annual reporting periods commencing on 1 January 2024 and have been
adopted in preparing these financial statements:
Standard Impact on initial application Effective date
IAS 7 (Amendments) and IFRS 7 Supplier Finance Arrangements 1 January 2024
IAS 1 (Amendments) Classification of Liabilities as Current or Non-Current 1 January 2024
IFRS 16 (Amendments) Lease Liability in a Sale and Leaseback 1 January 2024
IAS 1 (Amendments) Presentation of Financial Statements 1 January 2024
IAS 1 (Amendments) Non-Current Liabilities with Covenants 1 January 2024
IAS 21 (Amendments) Lack of Exchangeability 1 January 2024
The adoption of these amendments had no material impact on the financial
statements.
At the date of approval of these financial statements, the following
amendments to IFRS which have not been applied in these financial statements
were in issue, but not yet effective, until annual periods beginning on 1
January 2025, 2026 and 2027:
Standard Impact on initial application Effective date
IAS 21 (Amendments) Lack of Exchangeability 1 January 2025
IFRS 9 Classification and Measurement of Financial Instruments 1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
*Subject to endorsement by the UK
2.3. Basis of Consolidation
The Consolidated Financial Statements consolidate the financial statements of
the Company and its subsidiaries made up to 31 March 2025. Subsidiaries are
entities over which the Group has control. Control is achieved when the Group
is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over
the investee.
Generally, there is a presumption that a majority of voting rights result in
control. To support this presumption and when the Group has less than a
majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an
investee, including:
- The contractual arrangement with the other vote holders of the
investee;
- Rights arising from other contractual arrangements; and
- The Group's voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated from the
date that control ceases. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the period are included in the
consolidated financial statements from the date the Group gains control until
the date the Group ceases to control the subsidiary.
Investments in subsidiaries are accounted for at cost less impairment within
the parent company financial statements. Where necessary, adjustments are made
to the financial statements of subsidiaries to bring the accounting policies
used in line with those used by other members of the Group. All significant
intercompany transactions and balances between Group enterprises are
eliminated on consolidation.
2.4. Revenue recognition
Revenue is measured at the fair value of the consideration received or
receivable, and represent amounts receivable for goods supplied, stated net of
discounts, returns and value added taxes. Under IFRS 15 there is a five-step
approach to revenue recognition which is adopted across all revenue streams.
The process is:
- Step 1: Identify the contract(s) with a customer;
- Step 2: Identify the performance obligations in the contract;
- Step 3: Determine the transaction price;
- Step 4: Allocate the transaction price to the performance
obligations in the contract; and
- Step 5: Fees are recognised once the work is completed and
provided to the client.
The Group has one type of revenue streams being ESG and data services.
ESG and Data services revenue comprises of:
1. ESG Research Tool
Fees are recognised as the agreed work is conducted.
2. Bespoke Data Science Solutions
Charged on a project basis and includes work related to data migration, design
fees, communication fees and technological services. The fees are recognised
as the agreed work in conducted.
For the services detailed above, revenue is recognised and invoiced in
accordance with milestones agreed within each contract with the customer,
which can vary on a case-by-case basis. In all scenarios, the revenue is
recognised in accordance with the provision of the agreed services provided
or, where the quantum and timing of the services can be difficult to predict,
rateable over the period of the agreement. Depending on the client, invoices
can be monthly, quarterly or ad-hoc. Invoices can be adjusted in situations
where the agreed scope of work is exceeded or additional work is applied.
2.5. Going concern
The preparation of financial statements requires an assessment on the validity
of the going concern assumption. The Directors have reviewed projections for a
period of at least 12 months from the date of approval of these financial
statements as well as potential opportunities. Any potential short falls in
funding have been identified and the steps to which Directors are able to
mitigate such scenarios and/or defer or curtail discretionary expenditures
should these be required have been considered.
The group has generated a loss of £4.8m (£15.9m; FY 2024 restated), net cash
outflow from operating activities of £1.1m (£0.3m; FY 2024 restated) and
holds a net liability position of £1.5m (£1.4m net assets; FY 2024
restated).
In approving the financial statements, the Board has recognised significant
challenges with regards to the going concern assumption. These are
fundamentally due to weak liquidity situation of the business where the cash
balance of £329k (£38k; FY 2024) as at year-end has dropped further
subsequent to year end 31 March 2025. This is due to a combination of factors
including an uncertain macro-economic environment in which the company is
operating, widely reported slower sales cycles and budgetary pressures.
Furthermore, the pace of technological change as well as regulatory changes
may adversely impact budgeted revenues, albeit year-on-year revenue has to
date demonstrated strong growth.
The Directors are of the view that a continuing increase in revenue generation
is required either through additional revenues from its existing client base
or through new client wins or further business development with a view to
improve the cash from operating activities, and this has significant
uncertainties attached to it.
The group is also heavily dependent on cash received from R&D tax credit
whereby £308k (£139k; FY 2024) was received this year; whilst this is a
positive contributor to the overall cash balance, there are inherent
uncertainties attached with this cash flow stream that are outside of Group's
control.
Furthermore, the group has incurred £2.2m of costs (admin and cost of sales);
£2.6m; FY 2024); these costs consist of a discretionary element which the
company would have to reduce through difficult decisions if the cash
constraints go to an extent of a going concern risk. This includes Directors'
remuneration of £0.3m (£0.6m FY 2024), which the recipient Directors have
agreed to defer with a view to support the company in meeting its going
concern assumption as required.
Based on above, whilst the Directors are confident that required cash could be
arranged as required to avoid any scenario of cash deficit based on a strong
trading performance, receipt of R&D tax credits, through cost mitigations
and debit or equity raise (especially given the strong track record of
successful equity raises in June 2024 and in March 2025), there are however
uncertainties present in this regard as disclosed above which indicates that a
material uncertainty exists that may cast significant doubt on the company's
ability to continue as a going concern. The Board believes it is appropriate
to adopt the going concern basis in the preparation of the financial
statements.
The financial statements do not include any adjustments that may arise in the
event of the Group not being a going concern.
2.6. Foreign currencies
(a) Functional and presentation currency
Items included in the Financial Statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates (the 'functional currency'). The functional currency of the UK
parent entity and UK subsidiaries is Pounds Sterling, The Financial Statements
are presented in Pounds Sterling which the Company's functional and Group's
presentational currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where such items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
period-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the income statement.
2.7. Intangible assets
Goodwill arising on consolidation represents the excess of the cost of
acquisition over the Group's interest in the fair value of the identifiable
assets and liabilities of subsidiary entities at the date of acquisition.
Goodwill is initially recognised as an asset at cost and is subsequently
measured at cost less any accumulated impairment losses. Goodwill which is
recognised as an asset is reviewed for impairment at least annually. Any
impairment is recognised immediately in the statement of comprehensive income
and is not subsequently reversed.
For the purpose of impairment testing, goodwill is allocated to the Group's
cash generating unit as it is expected to benefit from synergies of the
combination. The cash-generating unit to which goodwill has been allocated is
tested for impairment annually, or more frequently when there is an indication
that the unit may be impaired. If the recoverable amount of the cash
generating unit is less than the carrying amount of the unit, the impairment
loss is allocated first to reduce the carrying amount of any goodwill
allocated to the unit then to the other assets of the unit pro-rata on the
basis of the carrying amount of each asset in the unit. An impairment loss
recognised for goodwill is not reversed in a subsequent period.
On disposal of a subsidiary, associate or jointly controlled entity, the
amount of goodwill is included in the determination of the profit or loss on
disposal.
Goodwill arising on acquisitions before the date of transition (prior to the
period ended 2013) to IFRS's has been retained at the previous UK GAAP amounts
subject to being tested for impairment at that date. As per note 13 in the
financial statements, goodwill was impaired in full in the year ended 31 March
2024.
Development costs are expensed in arriving at the operating profit or loss for
the year unless the Directors are satisfied as to the technical, commercial
and financial viability of individual project exists under IFRS. In this
situation, the expenditure is recognised as an asset and is reviewed for
impairment on an annual basis. Amortisation is provided on all development
costs to write off the cost less estimated residual value of each asset over
its expected useful economic life on a straight line basis at the following
annual rates:
Technology assets - 7 years straight line
Development costs - 7 years straight line
Customer relationships - 13 years straight line
Databases - 7 years straight line
2.8. Investments in subsidiaries
Investments in Group undertakings are stated at cost, which is the fair value
of the consideration paid, less any impairment provision.
2.9. Property, plant and equipment
Property, Plant and equipment is stated at cost less accumulated depreciation
and any accumulated impairment losses. Depreciation is provided on all
property, plant and equipment to write off the cost less estimated residual
value of each asset over its expected useful economic life on a straight line
basis at the following annual rates:
Plant and Equipment - 25% straight line.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of the replaced part
is derecognised. All other repairs and maintenance are charged to the income
statement during the financial period in which they are incurred.
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable
amount if the asset's carrying amount is greater than its estimated
recoverable amount. If an impairment review is conducted following an
indicator of impairment, assets which are not able to be assessed for
impairment individually are assessed in combination with other assets within a
cash generating unit.
Gains and losses on disposal are determined by comparing the proceeds with the
carrying amount and are recognised within 'Other (losses)/gains' in the Income
Statement.
2.10. Impairment of non-financial assets
Assets that have an indefinite useful life, for example, intangible assets not
ready to use, and goodwill, are not subject to amortisation and are tested
annually for impairment. Property, plant and equipment is reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for
the amount by which the asset's carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset's fair value less
costs to sell and value in use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash generating units). Non-financial assets that
suffered impairment are reviewed for possible reversal of the impairment at
each reporting date.
2.11. Financial Instruments
Financial assets and financial liabilities are recognised in the Group's
statement of financial position when the Group becomes a party to the
contractual provisions of the instrument. Financial assets and financial
liabilities are only offset and the net amount reported in the consolidated
statement of financial position and income statement when there is a currently
enforceable legal right to offset the recognized amounts and the Group intends
to settle on a net basis or realise the asset and liability simultaneously.
Financial assets and financial liabilities are initially measured at fair
value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial
assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in
profit or loss.
Debt instruments are classified as financial assets measured at fair value
through other comprehensive income where the financial assets are held within
the company's business model whose objective is achieved by both collecting
contractual cash flows and selling financial assets, and the contractual terms
of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.
Financial assets
All Group's recognised financial assets are measured subsequently in their
entirety at either amortised cost or fair value, depending on the
classification of the financial assets.
Classification of financial assets
Financial assets that meet the following conditions are measured subsequently
at amortised cost using the effective interest rate method:
• the financial asset is held within a business model whose objective
is to hold financial assets in order to collect contractual cash flows; and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solelypayments
of principal and interest on the principal amount outstanding.
The company classifies the following financial assets at fair value through
profit or loss (FVPL):
• debt instruments that do not qualify for measurement at either
amortised cost (see above) or FVOCI;
• equity investments that are held for trading; and
• equity investments for which the entity has not elected to
recognised fair value gains and losses through OCI.
The Group does not hold any financial assets that meet conditions for
subsequent recognition at fair value
through other comprehensive income ("FVTOCI").
Recognition and measurement
Amortised cost
Regular purchases and sales of financial assets are recognised on the trade
date at cost - the date on which the Group commits to purchasing or selling
the asset. Financial assets are derecognized when the rights to receive cash
flows from the assets have expired or have been transferred, and the Group has
transferred substantially all of the risks and rewards of ownership.
Fair value through the profit or loss
Financial assets that do not meet the criteria for being measured at amortised
cost or FVTOCI are measured at FVTPL. The Group holds equity instruments that
are classified as FVTPL as these were acquired principally for the purpose of
selling.
Financial assets at FTVPL are measured at fair value at the end of each
reporting period, with any fair value gains or losses recognised in profit or
loss. Fair value is determined by using market observable inputs and data as
far as possible. Inputs used in determining fair value measurements are
categorised into different levels based on how observable the inputs used in
the valuation technique utilised are (the 'fair value hierarchy'):
- Level 1: Quoted prices in active markets for identical items (unadjusted)
- Level 2: Observable direct or indirect inputs other than Level 1 inputs
- Level 3: Unobservable inputs (i.e. not derived from market data).
The classification of an item into the above levels is based on the lowest
level of the inputs used that has a significant effect on the fair value
measurement of the item. Transfers of items between levels are recognised in
the period they occur.
The Group measures its investments in quoted shares using the quoted market
price. For shares held in unlisted entities, the share price is based on the
current financial and operational performance, as well as taking the potential
of future plans into account. Unlisted investments whose fair value cannot be
measured reliably, are measured at cost less impairment.
Impairment of financial assets
The Group recognises a financial asset only when the contractual rights to the
cash flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to another
entity. If the Group neither transfers nor retains substantially all the risks
and rewards of ownership and continues to control the transferred asset, the
Group recognises its retained interest in the asset and an associated
liability for amounts it may have to pay. If the Group retains substantially
all the risks and rewards of ownership of a transferred financial asset, the
Group continues to recognise the financial asset and also recognises a
collateralised borrowing for the proceeds received.
Financial liabilities
The classification of financial liabilities at initial recognition depends on
the purpose for which the financial liability was issued and its
characteristics. All purchases of financial liabilities are recorded on trade
date, being the date on which the Group becomes party to the contractual
requirements of the financial liability. Unless otherwise indicated the
carrying amounts of the Group's financial liabilities approximate to their
fair values.
The Group's financial liabilities consist of financial liabilities measured at
amortised cost and financial liabilities at fair value through profit or loss.
Financial liabilities measured subsequently at amortised cost
Financial liabilities that are not (i) contingent consideration of an acquirer
in a business combination, (ii) held for trading, or (iii) designated as at
FVTPL, are measured subsequently at amortised cost using the effective
interest method. The Group's financial liabilities measured at amortised cost
comprise convertible loan notes, trade and other payables, and accruals.
The effective interest method is a method of calculating the amortised cost of
a financial asset/liability and of allocating interest income/expense over the
relevant period. The effective interest rate is the rate that discounts
estimated future cash receipts/payments through the expected life of the
financial asset/liability or, where appropriate, a shorter period.
Convertible loan notes
On issue of a convertible loan, the fair value of the liability component is determined by discounting the contractual future cash flows using a market rate for a non-convertible instrument with similar terms. This value is carried as a liability on the amortised cost basis unless is designated as a Fair Value Through Profit and Loss ("FVTPL") at inception.
Financial instruments designated as FVTPL are classified in this category irrevocably at inception and are derecognised when extinguished. They are initially measured at fair value and transaction costs directly attributable to their acquisition are recognised immediately in profit or loss. Subsequent changes in fair values are recognised in the income statement with profit or loss.
Equity instruments are instruments that evidence a residual interest in the assets of an entity after deducting all of its liabilities. Therefore, when the initial carrying amount of a compound financial instrument is allocated to its equity and liability components, the equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. The value of any derivative features (such as a call option) embedded in the compound financial instrument other than the equity component (such as an equity conversion option) is included in the liability component.
Where under IFRS 9 Financial Instruments are identified, the CLNs are
accounted for as hybrid financial instruments where fixed-for-fixed
requirement is not met under IAS 32 and IFRS 9, the host debt liability is
measured at amortized cost and an embedded derivative liability measured at
fair value through profit or loss.
Derecognition of financial liabilities
A financial liability (in whole or in part) is recognised when the Group has
extinguished its contractual obligations, it expires or is cancelled. Any gain
or loss on derecognition is taken to the income statement.
2.12. Leases
The Group leases certain property, plant and equipment.
The lease liability is initially measured at the present value of the lease
payments that are not paid. Lease payments generally include fixed payments
less any lease incentives receivable. The lease liability is discounted using
the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate. The Group estimates the
incremental borrowing rate based on the lease term, collateral assumptions,
and the economic environment in which the lease is denominated. The lease
liability is subsequently measured at amortized cost using the effective
interest method. The lease liability is remeasured when the expected lease
payments change as a result of new assessments of contractual options and
residual value guarantees.
The right-of-use asset is recognised at the present value of the liability at
the commencement date of the lease less any incentives received from the
lessor. Added to the right-of-use asset are initial direct costs, payments
made before the commencement date, and estimated restoration costs. The
right-of-use asset is subsequently depreciated on a straight-line basis from
the commencement date to the earlier of the end of the useful life of the
right-of-use asset or the end of the lease term. The right-of-use asset is
periodically reduced by impairment losses, if any, and adjusted for certain
remeasurements of the lease liability.
Each lease payment is allocated between the liability and finance charges. The
corresponding rental obligations, net of finance charges, are included in
lease liabilities, split between current and non-current depending on when the
liabilities are due. The interest element of the finance cost is charged to
the Statement of Profit and Loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability
for each period. Assets obtained under finance leases are depreciated over
their useful lives.
Exemptions are applied for short life leases and low value assets, with
payment made under operating leases charged to the Consolidated Statement of
Comprehensive Income on a straight-line basis of the period of the lease.
2.13. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.
2.14. Equity
Equity comprises the following:
- "Share capital" represents the nominal value of the Ordinary
shares;
- "Share Premium" represents consideration less nominal value of
issued shares and costs directly attributable to the issue of new shares;
- "Treasury shares" are the portion of shares that a company keeps
in its own treasury. These can be gifted or purchased.
- "Other reserves" represents the merger reserve, revaluation
reserve and share option reserve where;
o "Merger reserve" represents the difference between the fair value of an
acquisition and the nominal value of the shares allotted in a share exchange;
o "Share option reserve" represents share options awarded by the group;
- "Retained earnings" represents retained losses.
2.15. Share capital and share premium
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity, as a
deduction, net of tax, from the proceeds provided there is sufficient premium
available.
2.16. Share based payments
The Group operates a number of equity-settled, share-based schemes, under
which the Group receives services from employees or third party suppliers as
consideration for equity instruments (options and warrants) of the Group. The
fair value of the third party suppliers' services received in exchange for the
grant of the options is recognised as an expense in the Income Statement or
charged to equity depending on the nature of the service provided. The value
of the employee services received is expensed in the Income Statement and its
value is determined by reference to the fair value of the options granted:
- including any market performance conditions;
- excluding the impact of any service and non-market performance
vesting conditions (for example, profitability or sales growth targets, or
remaining an employee of the entity over a specified time period); and
- including the impact of any non-vesting conditions (for example,
the requirement for employees to save).
The fair value of the share options and warrants are determined using the
Black Scholes valuation model.
Non-market vesting conditions are included in assumptions about the number of
options that are expected to vest. The total expense or charge is recognised
over the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each reporting period,
the entity revises its estimates of the number of options that are expected to
vest based on the non-market vesting conditions. It recognises the impact of
the revision to original estimates, if any, in the Income Statement or equity
as appropriate, with a corresponding adjustment to a separate reserve in
equity.
When the options are exercised, the Group issues new shares. The proceeds
received, net of any directly attributable transaction costs, are credited to
share capital (nominal value) and share premium when the options are
exercised.
2.17. Taxation
Corporation tax is the main tax that a limited company must pay based on their
profits, in addition to any gains from the sale of assets. For the year ended
31 March 2025, corporation tax is calculated as 25% of a company's profit for
the year. No current tax is yet payable in view of the losses to date.
Deferred tax is recognised for using the liability method in respect of
temporary differences arising from differences between the carrying amount of
assets and liabilities in the consolidated financial statements and the
corresponding tax bases used in the computation of taxable profit. However,
deferred tax liabilities are not recognised if they arise from the initial
recognition of goodwill; deferred tax is not accounted for if it arises from
initial recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects neither
accounting nor taxable profit or loss.
In principle, deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets (including those arising from
investments in subsidiaries), are recognised to the extent that it is probable
that taxable profits will be available against which deductible temporary
differences can be utilised.
Deferred income tax assets are recognised on deductible temporary differences
arising from investments in subsidiaries only to the extent that it is
probable the temporary difference will reverse in the future and there is
sufficient taxable profit available against which the temporary difference can
be used.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in except where the Group is able to control the
reversal of the temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred tax assets and liabilities relate to income taxes levied
by the same taxation authority on either the same taxable entity or different
taxable entities where there is an intention to settle the balances on a net
basis.
Deferred tax is calculated at the tax rates (and laws) that have been enacted
or substantively enacted by the statement of financial position date and are
expected to apply to the period when the deferred tax asset is realised or the
deferred tax liability is settled.
Deferred tax assets and liabilities are not discounted.
2.18. Discontinued operations
Discontinued operations define the parts of a Group Company that are sold,
shut down, or no longer operational during the financial year of the Group.
The financial performance of discontinued operations is presented separately
to the Group in the consolidated statement of income, and the statement of
cash flows.
2.19. Research and development
Expenditure on research activities undertaken with the prospect of gaining new
scientific or technical knowledge and understanding is recognised in the
income statement as an expense as incurred. Development costs that are
directly attributable to the design and testing of identifiable and unique
products controlled by the Group are recognised as intangible assets where the
following criteria are met:
- It is technically feasible to complete the asset so that it will be
available for use;
- Management intends to complete the asset and use or sell it;
- There is an ability to use or sell the asset;
- It can be demonstrated how the asset will generate probable future
economic benefits;
- Adequate technical, financial and other resources to complete the
development and to use or sell the asset are available; and
- The expenditure attributable to the asset during its development can be
reliably measured.
Directly attributable costs that are capitalised as part of the asset include
the product development employee costs and an appropriate portion of relevant
overheads. Other development expenditures that do not meet these criteria are
recognised as an expense as incurred. Development costs previously recognised
as an expense are not recognised as an asset in a subsequent period.
Research and development credits are received by the Company every year as a
result. The credits received are accounted for once the cash is received.
3. Financial risk management
3.1. Financial risk factors
The Group's activities expose it to a variety of financial risks: market risk,
credit risk and liquidity risk. The Group'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. None of these
risks are hedged.
Risk management is carried out by the management team under policies approved
by the Board of Directors.
Market risk
The Group is exposed to market risk, primarily relating to interest rate and
foreign exchange. The Group has not sensitised the figures for fluctuations in
interest rates and foreign exchange as the Directors are of the opinion that
these fluctuations would not have a significant impact on the Financial
Statements at the present time. The Directors will continue to assess the
effect of movements in market risks on the Group's financial operations and
initiate suitable risk management measures where necessary.
Credit risk
Credit risk arises from cash and cash equivalents as well as loans to
subsidiaries and outstanding receivables. Management does not expect any
losses from non-performance of these receivables. The amount of exposure to
any individual counter party is subject to a limit, which is assessed by the
Board.
The Group considers the credit ratings of banks in which it holds funds in
order to reduce exposure to credit risk.
Impairment provisions for loans to subsidiaries are recognised based on a
forward-looking expected credit loss model. The methodology used to determine
the amount of the provision is based on whether there has been a significant
increase in credit risk since initial recognition of the financial asset. At
year end it was assessed credit risk was low due to future profits forecast
therefore no provision was required.
For those where the credit risk has not increased significantly since initial
recognition of the financial asset, twelve month expected credit losses along
with gross interest income are recognised. For those for which credit risk has
increased significantly, lifetime expected credit losses along with the gross
interest income are recognised. For those that are determined to be credit
impaired, lifetime expected credit losses along with interest income on a net
basis are recognised. At year end all receivables were less than 60 day
outstanding and deemed highly likely to be received therefore no provision was
required.
Liquidity risk
In keeping with similar sized groups, the Group's continued future operations
depend on the ability to raise sufficient working capital through the issue of
equity share capital or debt. The Group's cash is currently limited, but the
Directors are reasonably confident that adequate funding from the issue of
equity, sales, and research and development credits will be forthcoming with
which to finance operations. Controls over expenditure are carefully managed.
With exception to deferred taxation, financial liabilities are all due within
one year.
3.2. Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, to enable the Group to continue its
activities, and to maintain an optimal capital structure to reduce the cost of
capital. In order to maintain or adjust the capital structure, the Group may
adjust the issue of shares or sell assets to reduce debts.
The Group defines capital based on the total equity of the Company. The Group
monitors its level of cash resources available against future activities and
may issue new shares in order to raise further funds from time to time.
4. Critical accounting estimates and judgements
The preparation of the Financial Statements in conformity with the
requirements of the Companies Act 2006 obliges management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of expenses during the period.
Estimates and judgements are regularly evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Items subject to such estimates and assumptions, that have a significant risk
of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial years, include but are not limited to:
Impairment of intangible assets
The Company follows the guidance of IAS 36 to determine when impairment
indicators exist for its intangible assets. When impairment indicators exist,
the Company is required to make a formal estimate of the recoverable amount of
its intangible assets. This determination requires significant judgement. In
making this judgement, management evaluates external and internal factors,
such as significant adverse changes in the technological market, economic or
legal environment in which the Company operates as well as the results of its
ongoing development programs. Management also considers the carrying amount of
the Company's net assets in relation to its market capitalisation as a key
indicator. For the year ended 31 March 2025, future sales forecasts related to
the intangible assets of the Company were taken into consideration when
finalising the impairment value. Further details of the impairment of
intangible assets are included in note 13.
Capitalised development costs
Development costs incurred last year in building the Group's key platform for
future expansion have been capitalised in accordance with the requirements of
IAS38. The majority of these costs consisted of salary expenses to which an
estimated proportion of development time has been applied. Salary expenses
were capitalised because the work done is expected to lead to future economic
benefits for the Group. The proportion of salary expenses that was capitalised
is based on the judgement of management, taking IAS38 into account after
reviewing how much each employee contributes to the Company's development
projects respectively. There are no capitalized development cost in the
current year.
Research and Development claims
The company has made required estimates and judgements with regards to R&D
tax claims under applicable laws and regulations, and these are recognised
once cash is received.
Investment in Subsidiaries
The Company considers the recoverability of the investment in subsidiaries to
be a key area of judgment, and this is held at its carrying amount which is
expected to be recovered from the subsidiary. The directors believe that the
investment in subsidiaries balance at year end is recoverable based on the
directors' expectation around the potential that the subsidiaries have to
generate sufficient economic benefits in the foreseeable future.
The investment in subsidiaries includes loans as detailed in note 14. The
loans are considered recoverable by management, and the investments made have
been impaired in line with their level of recoverability.
Subsidiary investments are also reviewed to decide on whether impairments will
be required, based on the valuation of the subsidiary's assets. Such
impairments that occurred during the year are detailed in note 14.
Cost of sales
The allocation of staff costs to cost of sales requires judgement from
management in determining the proportion of time and related expenses that are
directly attributable to revenue-generating activities. This allocation is
based on management's assessment of roles, responsibilities and time spent on
client delivery. While this necessarily involves estimation, management
considers the approach to be reasonable and consistently applied.
5. Segment information
Business segments are identified according to the different trading activities
in the Group.
After the disposal of Sport in Schools in November 2023, the Group's sole
trading segment for the year was ESG and data services. All revenue was
generated in the UK.
6. Revenue and cost of sales
31 March 2025 ESG and Data services Total
£ £
Revenue 529,509 529,509
Cost of sales (162,808) (162,808)
31 March 2024 ESG and Data services Total
£ £
Revenue 369,860 369,860
Cost of sales - -
Lodbrok Capital LLP were the only customer that accounted for over 10% of the
Group's revenue for the year, contributing £452,803 (2024: Lodbrok Capital
LLP - £179,675).
There were no cost of sales identified in 31 March 2024 because the cost of
sales mainly consist of staff costs that were capitalized, given Company's
entire focus being on development activities.
7. Administrative expenses - continued operations
Year ended Year ended
31 March 2025 - continued operations 31 March 2024 - continued operations (Restated)
£ £
Employee salaries and costs 632,255 82,150
Director remuneration 289,782 258,521
Office and expenses 27,022 24,821
Travel & subsistence 12,700 18,738
Professional & consultancy fees 564,022 335,791
IT & Software 21,327 -
Subscriptions 103,627 99,280
Insurance 69,819 82,144
Depreciation and amortisation 3,065 1,554,998
Share option expense 223,731 15,637
Exchange related costs 84,593 94,191
Other expenses 13,547 11,572
Total administrative expenses 2,045,490 2,577,843
Services provided by the Company's auditor and its associates
During the year, the Group (including overseas subsidiaries) obtained the
following services from the Company's auditors and its associates:
Group
Year ended 31 March 2025 Year ended 31 March 2024
£ £
Auditors' remuneration 59,000 80,300
8. Employee benefit expense
Group Company
Staff costs (excluding Directors) Year ended Year ended Year ended Year ended
31 March 2025 31 March 2024 31 March 2025 31 March 2024
£ £ £ £
Salaries and wages 619,538 183,887 - -
Social security costs 98,935 46,043 - -
Pension contributions 37,690 20,987 - -
Other employment costs - 1,973 - -
756,163 252,890 - -
The average monthly number of employees for the Group during the year was 6
(31 March 2024: 109) and the average monthly number of employees for the
Company was nil (31 March 2024: nil).
Of the above Group staff costs, £nil (31 March 2024: £711,605) has been
capitalised in accordance with IAS 38 as development costs and are shown as an
intangible addition in the year.
Of the above Group staff costs £123,908 (31 March 2024: £nil) has been
classified as cost of sales as the work that they carried out was directly
related to the services provided by the Group.
There were no employees in the Company apart from Directors whose remuneration
is disclosed in note 26.
9. Other gains/(losses)
Group
Year ended Year ended
31 March 2025 31 March 2024 (restated)
£ £
Continued operations
Other Losses (30,482) (6,590)
Other gains 51,424 -
Other gain/(losses) 20,942 (6,590)
Discontinued Operations
Profit on disposal of subsidiary - 164,300
Other Losses - (207)
Other gain/(losses) 20,942 157,503
10. Other operating income
Group
Year ended Year ended
31 March 2025 31 March 2024
£ £
Continued operations
Sale of equipment - 3,157
Non-trade related income 10,000 -
10,000 3,157
Discontinued operations
Other income - 386
10,000 3,543
11. Finance income/(costs)
Group
Year ended Year ended
31 March 2025 31 March 2024 (Restated)
£ £
Continued operations
Interest received from cash and cash equivalents 740 263
Other finance income 55,693 46,645
56,433 46,908
Discontinued operations
Interest received from cash and cash equivalents - 822
Finance income 56,433 47,730
Continued operations -
Loan interest (137,240) (171,000)
Discontinued operations -
Loan interest (14,285) (4,157)
Finance Costs (151,525) (175,157)
The other finance income gain arises because the convertible loan notes are
recognised at fair value, which is lower than its nominal value. This results
in a 'day one' gain, due to the difference between the principal amount of the
CLNs and the fair value of the instruments. The discount effectively reflects
the market-based valuation of the loan's terms under IFRS 9.
The loan interest entirely relates to the convertible loan notes. Please refer
note 20 for further details.
12. Property, plant and equipment
Group
Plant and equipment Total
£ £
Cost
As at 1 April 2023 162,613 162,613
Additions 2,323 2,323
Disposals (135,566) (135,566)
As at 31 March 2024 29,370 29,370
As at 1 April 2024 29,370 29,370
Additions 1,083 1,083
Disposals - -
As at 31 March 2025 30,453 30,453
Depreciation
As at 1 April 2023 124,965 124,965
Charge for the year 23,980 23,980
Disposal (125,227) (125,227)
As at 31 March 2024 23,718 23,718
As at 1 April 2024 23,718 23,718
Charge for the year 3,065 3,065
Disposal - -
As at 31 March 2025 26,783 26,783
Net book value as at 31 March 2024 5,652 5,652
Net book value as at 31 March 2025 3,670 3,670
All tangible assets shown above are assets in use by the Group's subsidiary
undertakings.
13. Intangible assets
Intangible assets comprise goodwill and development costs.
Assets - Cost and Net Book Value Goodwill Development costs Technology assets Customer Databases Total
£ £ £ relationships £ £
£
Cost
As at 1 April 2023 21,621,803 2,541,436 16,385,727 1,207,000 1,094,000 42,849,966
Additions - 1,020,516 - - - 1,020,516
As at 31 March 2024 21,621,803 3,561,952 16,385,727 1,207,000 1,094,000 43,870,482
Disposal/write-off - (587,184) - - - (587,184)
As at 31 March 2025 21,621,803 2,974,768 16,385,727 1,207,000 1,094,000 43,283,298
Amortisation
As at 1 April 2023 (11,655,908) (2,541,436) (6,725,054) (524,290) (1,094,000) (22,540,688)
Amortisation - (31,587) (1,442,714) (74,155) - (1,548,456)
Disposal/write-off (60,000) - - - - (60,000)
Impairment (9,905,895) - (5,122,663) (288,780) - (15,317,338)
As at 31 March 2024 (21,621,803) (2,573,023) (13,290,431) (887,225) (1,094,000) (39,466,482)
Disposal/write-off - 587,184 - - - 587,184
Impairment - (988,929) (3,095,296) (319,775) - (4,404,000)
As at 31 March 2025 (21,621,803) (2,974,768) (16,385,727) (1,207,000) (1,094,000) (43,283,298)
Net book value 2024 - 988,929 3,095,296 319,775 - 4,404,000
Net book value 2025 - - - - - -
As part of the disposal of Sport in Schools and Elms Group in November 2023,
goodwill of £60,000 was disposed of.
Following the closure of Ultimate Player Limited during the year ended 31
March 2025, the associated intangible assets and accumulated amortisation were
written off in full, by £587,184.
Development costs in the year ended 31 March 2024 were predominantly
capitalised staff costs associated with enhancements to the technology being
developed by Insig Partners Limited. The Group's technology, customer
relationships and database technology are acquired from the acquisitions
undertaken during the period. No costs development costs were capitalised in
the year ended 31 March 2025.
Goodwill is recognised when a business combination does not generate cash
flows independently of other assets or groups of assets. As a result, the
recoverable amount, being the value in use, is determined at a cash-generating
unit (CGU) level consisting of ESG and bespoke data services.
The Directors of the Group now assess Insig AI Plc as a one whole CGU. This is
due to the Group's revenues not being largely independent of each other.
Therefore, they are not individually identifiable as assets which generate
cash inflows, but instead as a group.The CGU represents the smallest
identifiable group of assets that generate cash flows. The total intangible
value, incorporating goodwill and the intangible asset value, is determined
using discounted cash flow projections derived from the total historical
revenue profile.
An impairment review of the Group's development costs, technology, customer
relationships and database technology is carried out on an annual basis. The
recoverable amounts of the cash-generating unit is determined from value in
use calculations. The key assumptions for the value in use calculations are
those regarding forecast revenues, discount rates and operating costs.
Management have considered the following elements:
(i) Based on current assessments of the Insig Partners
activities made by the Directors, they consider that whilst revenues are
forecast to grow in 2026 and exponentially grow from 2027-2029, these
forecasts are reduced from previous forecasts prepared.
(ii) Operational costs are monitored and controlled
Following their assessment, the Directors concluded that an impairment charge
of £4,404.000 (2024: £15,317,338) was necessary for the year ended 31 March
2025 due to the reduced long term future sales forecast.
14. Investments in subsidiary undertakings
Company
Shares in Group Undertakings Investment in subsidiaries Loans to Group Undertakings
Cost
31 March 2024 - 5,006,134
Additions - -
31 March 2025 - 5,006,134
Company
Amounts owed from subsidiary undertakings NBV 31 March 2025 NBV 31 March 2024
£ £
Cost
Insig Partners 5,164,059 -
Insig Data 41,117 -
Loans to Group undertakings 187 4,075,827
Impairment (5,205,176) -
Total 187 4,075,827
Investments in Group undertakings are stated at cost, which is the fair value
of the consideration paid, less any impairment provision.
Although Insig Data's trading activity remained stagnant during the year, it
hasn't ceased its trade.
There was no impairment on the investment held in Insig Partners as this was
reduced to nil in the year ended 31 March 2024 (£15,594,537). This impairment
was determined after comparing the total investment value of £15,594,537 with
the value in use total. There was also an impairment of the intangible assets
held within Insig Partners in the year ended 31 March 2024. This was applied
as a result of a revised forecast dated from March 2025 to March 2030. The
revised sales expected for the Company's products and cost base led to a
reduced enterprise value of Insig Partners' intangible assets.
For the year ended 31 March 2025, an impairment of £5,164,059 was applied on
the loans granted to Insig Partners by Insig AI plc (2024: £930,307). There
was also an impairment of £41,117 on the loans granted to Insig Data by Insig
AI plc (2024: nil). These impairments were agreed based on the recoverability
of the loans, after taking the net assets of the subsidiaries into account.
Subsidiaries
The following companies were subsidiaries at the balance sheet date and the
results and year end position of these companies have been included in these
consolidated financial statements.
Name of subsidiary Registered office address Country of incorporation and place of business Proportion of ordinary shares held (%) Nature of business
Insig Partners Limited 6 Heddon Street, London, W1B 4BT United Kingdom 100% Artificial Intelligence
Insight Capital Consulting Limited** 6 Heddon Street, London, W1B 4BT United Kingdom 100% Artificial Intelligence
Insig Data Limited 6 Heddon Street, London, W1B 4BT United Kingdom 100% Artificial Intelligence
** Shares held indirectly by Insig Partners Limited
During the year, Westside Sports, Ultimate Player and Pantheon Leisure were
dissolved.
15. Investments
Financial assets at fair value through profit or loss are as follows:
Level 1 Level 2 Total
£ £ £
Level 3
£
31 March 2024 - - - -
Additions - - 123,750 123,750
31 March 2025 - - 123,750 123,750
On 30 May 2024, the Group purchased 1,090 shares in ImpactScope OU for
£123,750 via a share for share exchange. This is a Level 3 investment, with
no public information available so management have valued the investment at
cost.
After reviewing the latest unaudited financial statements of ImpactScope as
well as their management accounts, no indicators of impairment have been
identified by management in relation to the investment in ImpactScope. There
have been no significantly adverse changes in the company's financial
condition, nor any market data that implies a material decrease in their
value.
16. Trade and other receivables
Group Company
Current 31 March 2025 31 March 2024 31 March 2025 31 March 2024
£ £ £ £
Trade receivables 73,012 77,250 - -
Amounts due from subsidiary undertakings - - 30,245 230,853
Prepayments 19,137 27,067 19,137 27,067
VAT receivable - - 32,036 8,809
Other receivables 421 423 - -
Total 92,570 104,740 81,418 266,729
The ageing of trade receivables is as follows:
Group
As at 31 March 2025 As at 31 March 2024
£ £
Up to 3 months 73,012 77,250
Total 73,012 77,250
Company
As at 31 March 2025 As at 31 March 2024
£ £
Up to 3 months - -
Total - -
17. Cash and cash equivalents
Group Company
31 March 2025 31 March 2024 31 March 2025 31 March 2024
£ £ £ £
Cash at bank and in hand 328,796 37,847 270,433 14,459
18. Trade and other payables
Group Company
31 March 2025 31 March 2024 31 March 2025 31 March 2024
£ £ £ £
Trade payables 227,459 139,722 187,085 116,883
Accruals 94,854 108,860 66,250 71,735
Other payables - 24,482 - 1,964
Taxes and social security - 65,174 - 2,264
322,313 338,238 253,335 192,846
The ageing of trade and other payables is as follows:
Group
As at 31 March 2025 As at 31 March 2024
£ £
Up to 3 months 240,242 231,637
3 to 6 months 4,350 -
6 to 12 months - 90,101
Over 12 months 77,721 16,500
Total 322,313 338,238
Company
As at 31 March 2025 As at 31 March 2024
£ £
Up to 3 months 171,280 115,121
3 to 6 months 4,350 -
6 to 12 months 77,705 77,725
Total 253,335 192,846
19. Leases and borrowings
Group
Company
31 March 2025 31 March 2024 31 March 2025 31 March 2024
£ £ £ £
Not later than one year:
Convertible loan note 1,732,541 1,650,994 1,732,541 1,650,994
Total 1,732,541 1,650,994 1,732,541 1,650,994
CLN 1 CLN 2 31 March 2025
£ £ £
Convertible loan note - opening liability 1,105,525 545,469 1,650,994
Interest
Accrued interest 72,206 65,034 137,240
Modification of convertible loan note (35,476) (20,217) (55,693)
Total 1,142,255 590,286 1,732,541
20. Convertible loan notes
CLN 1 CLN 2 CLN 3 31 March 2024 (restated)
£ £ £ £
Convertible loan note - opening liability 1,053,617 512,946 750,000 2,316,563
Interest
Accrued interest 82,827 48,249 35,076 166,152
Conversion - - (785,076) (785,076)
Modification of convertible loan note (30,919) (15,726) - (46,645)
Total 1,105,525 545,469 - 1,650,994
*This note has been restated as a result of a prior period error related to
the CLNs in the financial statements for the period ended 31 March 2024. More
details of this are included in note 30.
On 4 May 2022, the Company entered into a formal agreement for a £1.0m
convertible loan note to be provided by Richard Bernstein, Director of the
Company. A total of £1,000,000 has been drawn down by the Company. The loan
facility when issued was originally repayable on or before 31 December 2022,
and interest accrued from the date monies were drawn down at a rate of 5%. The
convertible loan note can be converted at the noteholder's discretion.
On 17 June 2022, the Company entered into a convertible loan facility
agreement with David Kyte, a long-term shareholder in the Company for
£500,000. A total of £500,000 has been drawn down by the Company. The loan
facility when issued was repayable on or before 31 December 2022, and interest
accrued from the date monies were drawn down at a rate of 5%. The convertible
loan note can be converted at the noteholder's discretion.
On 22 December 2022, the Company agreed revised terms for both the convertible
loan note (CLN) agreements with Richard Bernstein and David Kyte for £1m and
£0.5m respectively.
Richard Bernstein David Kyte 31 March 2025
£ £ £
Convertible loan note - opening liability 1,105,525 545,469 1,650,994
Interest
Accrued interest 72,206 65,034 137,240
Total 1,177,731 610,503 1,788,234
Richard Berstein David Kyte 31 March 2024 (restated)
£ £ £
Convertible loan note - opening liability 1,803,617 512,946 2,316,563
Interest
Accrued interest 117,903 48,249 166,152
Conversion (785,076) - (785,076)
Total 1,136,444 561,195 1,697,639
The following revisions were made during the year ended 31 March 2023.
- Interest owed on the first CLN will be rolled up into the loan
expiring 31 December 2023, with an interest of 8% per annum.
- A conversion price of 20 pence for Richard Bernstein, and 18
pence for David Kyte.
- The issuance of 1,666,667 warrants expiring on 31 December 2025
exercisable at a price of 30 pence for Richard Bernstein.
- The issuance of 1,388,889 warrants expiring on 31 December 2025
exercisable at a price of 25 pence for David Kyte.
The revisions for the year ended 31 March 2024 are as follows:
On 14 December 2023, it was agreed that the terms of the CLN with David Kyte
will be extended by six months to 30 June 2024, and the interest rate was
changed from 8% per annum to 12% per annum.
On the 12 September 2022, the Company entered into a formal agreement for a
£750,000 convertible loan note to be provided by Richard Bernstein, Director
of the Company. A total of £750,000 has been drawn down by the Company.
The loan facility is repayable on or before 30 June 2023, and interest will be
accrued from the date monies are drawn down
at a rate of 5%. The loan facility has a conversion price which is set at the
higher of 35 pence per ordinary share or the prevailing share price at the
date of conversion. The convertible loan note can be converted at the
noteholder's discretion.
On 14 December 2023, it was agreed that the terms of the CLN with Richard
Bernstein will be extended by six months to 30 June 2024 and all accrued
interest up to that date would be rolled up into the principal amount. All
other terms of the agreement remained the same.
On 15 November 2023, the Company received notice from Richard Bernstein to
convert the balance of the agreement entered on 12 September 2022 to 3,925,380
ordinary shares at a conversion price of 20 pence per share. The total amount
converted, including interest, was £785,076.
On 30 June 2024, the terms of the convertible loan note ("CLN") agreed with
David Kyte were revised. The term of the agreement was extended to 30
September 2025.
On 3 July 2024, the terms of the convertible loan note ("CLN") agreed with
Richard were revised. The interest rate was reduced to 6%, effective 1 July
2024. The term of the agreement was also extended to 30 September 2025.
A discount rate of 11.37% was applied to convertible loan notes 1 and 2 after
review from management. This discount rate was agreed as it falls within the
typical range of convertible loan notes in the UK and aligns with
market-standard interest rates. Additionally, it reflects the characteristics
of short-term interest-bearing instruments and meets valuation requirements of
IFRS 9.
21. Deferred tax
An analysis of the deferred tax liability is set out below.
Cost
£
Deferred tax liability
As at 31 March 2023 2,586,096
Deferred tax liability for intangibles (1,485,096)
As at 31 March 2024 1,101,000
Deferred tax liability for intangibles (1,101,000)
As at 31 March 2025 -
As the intangible assets of the group were impaired in full, the related
deferred tax liabilities were also written off after review from Management.
22. Financial Instruments by Category
Group
31 March 2025 31 March 2024
Amortised cost Total Amortised cost Total
Financial Assets per Statement of Financial Position £ £ £ £
Trade and other receivables 73,433 73,433 77,673 77,673
Cash and cash equivalents 328,796 328,796 37,847 37,847
402,229 402,229 115,520 115,520
31 March 2025 31 March 2024 (restated)
Amortised cost Total Amortised cost Total
Financial Liabilities per Statement of Financial Position £ £ £ £
Trade and other payables 321,884 321,884 248,582 248,582
Convertible Loan notes (restated) 1,732,541 1,732,541 1,650,994 1,650,994
2,054,425 2,054,425 1,899,576 1,899,576
The convertible loan notes provided by Richard Bernstein and David Kyte have
been included in the payables as they are classed as financial liabilities.
Company
31 March 2025 31 March 2024
Amortised cost Total Amortised cost Total
Financial Assets per Statement of Financial Position £ £ £ £
Trade and other receivables 62,282 62,282 230,852 230,852
Due from subsidiary undertakings 187 187 4,075,827 4,075,827
Cash and cash equivalents 270,433 270,433 14,459 14,459
332,902 332,902 4,321,138 4,321,138
31 March 2025 31 March 2024
Amortised cost Total Amortised cost Total
Financial Liabilities per Statement of Financial Position £ £ £ £
Trade and other payables 253,335 253,335 192,846 192,846
253,335 253,335 192,846 192,846
The Company's financial instruments comprise cash and cash equivalents,
receivables and payables which arise in the normal course of business. As a
result, the main risks arising from the Company's financial instruments are
credit and liquidity risks. Please refer to note 3.1.
23. Share capital and premium
Group and Company Number of shares Share capital
31 March 31 March 31 March 2025 31 March 2024
2025 2024
Ordinary shares 119,932,637 109,601,025 1,199,327 1,096,010
Deferred shares 22,811,638 22,811,638 2,053,047 2,053,047
Total 142,744,275 132,412,663 3,252,374 3,149,057
The total value for share capital in the published financial statements for
the year ended 31 March 2024 was incorrectly stated as 3,894,880. This was
incorrect and has been adjusted accordingly in the table above to £3,149,057.
Number of Ordinary shares Share capital Share premium Total
Issued at 0.01 pence per share £ £ £
As at 31 March 2024 109,601,025 1,096,010 40,810,725 41,906,735
250,000 new ordinary shares at 20 pence per share 250,000 2,500 47,500 50,000
500,000 new ordinary shares at 20 pence per share 500,000 5,000 95,000 100,000
500,000 new ordinary shares at 20 pence per share 500,000 5,000 95,000 100,000
Investment in ImpactScope - 394,112 new ordinary shares issued (505,888 shares 394,112 3,942 119,809 123,751
issued from treasury reserve)
500,000 new ordinary shares at 12.5 pence per share 500,000 5,000 57,500 62,500
6,000,000 new ordinary shares at 12.5 pence per share 6,000,000 60,000 690,000 750,000
2,187,500 new ordinary shares at 16 pence per share 2,187,500 21,875 328,125 350,000
As at 31 March 2025 119,932,637 1,199,327 42,243,659 43,442,986
As at 31 March 2025, The Company had no shares held in treasury (2024:
505,888). The number of ordinary shares presented are the number of ordinary
shares before taking the treasury reserve into account.
On 4 April 2024, the Company issued 250,000 shares at 20 pence per share to
raise £50,000.
On 2 May 2024, the Company issued 500,000 shares at 20 pence per share to
raise £100,000.
On 30 May 2024, the Company issued 500,000 shares at 20 pence per share to
raise £100,000.
On 30 May 2024, the Company issued 394,112 shares and 505,888 shares from the
treasury reserve at 13.75 pence per share for a consideration of £123,750.
On 5 June 2024, the Company issued 500,000 shares at 12.5 pence per share to
raise £62,500.
On 5 June 2024, the Company issued 6,000,000 shares at 12.5 pence per share to
raise £750,000.
On 24 March 2025, the Company issued 2,187,500 shares. At 16 pence per share
to raise £350,000.
Deferred Shares (nominal value of 0.09 pence per share) Number of Deferred shares Share capital
£
As at 31 March 2024 22,811,638 2,053,047
As at 31 March 2025 22,811,638 2,053,047
The Company has an authorised share capital limit in place, which will be
considered by shareholders at the next annual general meeting.
The deferred shares relate to a sub-division of shares that took place in
2018.
24. Share based payments
The Company has established a share option scheme for Directors, employees and
consultants to the Group. Share options and warrants outstanding and
exercisable at the end of the period have the following expiry dates and
exercise prices:
Grant Date Vesting Date Expiry Date Exercise price in £ per share 31 March 2025
Options & Warrants
1 August 2019 31 July 2021 31 July 2025 0.6 2,000,000
10 May 2021 10 May 2022 10 May 2027 0.84 394,613
4 March 2022 4 October 2024 7 March 2032 0.48 575,000
22 December 2022 22 December 2022 31 December 2025 0.25 - 0.3 3,055,556
6 June 2024 - 5 June 2029 0.3 2,000,000
6 June 2024 - 5 June 2029 0.2 5,800,000
13,825,169
The Company and Group have no legal or constructive obligation to settle or
repurchase the options or warrants in cash.
During the year, a total of 2,000,000 options expired.
Warrants
2025 2024
Outstanding at beginning of period 3,450,169 3,450,169
Exercised - -
Vested - -
Outstanding as at period end 3,450,169 3,450,169
Exercisable at period end 3,450,169 3,450,169
The movements in the weighted average exercise price of the warrants were as
follows:
2025 2024
Outstanding at beginning of period 0.52 0.52
Granted - -
Outstanding as at period end 0.52 0.52
Exercisable at period end 0.52 0.52
In accordance with IFRS2, the fair value of the warrants issued and recognised
as a charge in the accounts for the 12-month period is nil (31 March 2024 -
£Nil). In arriving at this amount, the expected volatility is based on the
historical volatility of comparable companies, the expected life is the
average expected period to exercise, and the risk-free rate of return using
the SONIA rate.
The fair value of the equity instruments granted was determined using the
Black Scholes Model. The inputs into the model for warrants outstanding at the
year-end were as follows
2022 Warrants (restated)
Granted on: 22 December 2022
Life (years) 3 years
Share price (pence per share) 15p
Exercise price 25-30p
Shares under option 3,055,556
Vesting period (years) 3 years
Expected volatility 20%
Total fair value (pence per option) 0.001 - 0.004
2021 Warrants (restated)
Granted on: 10 May 2021
Life (years) 6 years
Share price (pence per share) 87p
Exercise price 83.7p
Shares under option 394,613
Vesting period (years) 1 year
Expected volatility 20%
Total fair value (pence per option) 0.18
The weighted average contractual life of options outstanding on 31 March 2025
was 0.9 years (2024: 1.9 years)
Options
In January 2011, the Company adopted an unapproved share option scheme and on
1 August 2019, the Company granted options over 4,000,000 ordinary shares in
the Company as part of a Director's compensation agreement. In March 2022, the
Company granted options over 3,350,000 ordinary shares to a Director and
certain employees. 7,800,000 options were granted in the year ended March 2025
(2024: nil). Details of the options are set out below:
2025 2024
Outstanding at beginning of period 4,575,000 6,575,000
Lapsed during period (2,000,000) (2,000,000)
Exercised - -
Granted 7,800,000 -
Outstanding as at period end 10,375,000 4,575,000
Exercisable at period end 2,575,000 2,000,000
The movements in the weighted average exercise price of the options were as
follows:
2025 2024
Outstanding at beginning of period 53.2 46.2
Lapsed 48.0 30.0
Exercised - -
Granted 22.6 -
Outstanding as at period end 31.1 53.2
Exercisable at period end 57.3 60.0
The fair value of the equity instruments granted was determined using the
Black Scholes Model. The conditions attached to the options granted on 4 March
2022 include continuing employment. The options granted on 6 June 2024 vest
equally over a three-year period, on the first, second and third anniversary
of the date of grant and are subject to certain vesting criteria, namely:
- Revenue exceeding £2.0m for a preceding 12 month rolling period
(50% of the award); and
- Revenue exceeding £3.0m for a preceding 12 month rolling period
(50% of the award)
The inputs into the model for options outstanding at the year-end were as
follows:
2022 Options (restated)
Granted on: 4 March 2022
Life (years) 6 years
Share price (pence per share) 29p
Exercise price 48p
Shares under option 2,575,000
Risk free rate 0.45%
Expected volatility 20%
Vesting period (years) 2.5years
Total fair value (pence per option) 0.015
2024 Options
Granted on: 6 June 2024
Life (years) 5 years
Share price (pence per share) 18.25p
Exercise price 20p
Shares under option 5,800,000
Risk free rate 5.20%
Expected volatility 60.23%
Vesting criteria When the Company's annual revenue exceeds milestones of £2m and £3m in
preceding 12 months each
Total fair value (pence per option) 0.09
2024 Options
Granted on: 6 June 2024
Life (years) 5 years
Share price (pence per share) 18.25p
Exercise price 30p
Shares under option 2,000,000
Risk free rate 5.20%
Expected volatility 60.23%
Vesting criteria When the Company's annual revenue exceeds milestones of £2m and £3m in
preceding 12 months each
Total fair value (pence per option) 0.09
The expected volatility is based on the historical volatility of comparable
companies, the expected life is the average expected period to exercise, and
the risk-free rate of return using the SONIA rate.
In accordance with IFRS 2, the fair value of the share options issued and
recognised as a charge in the accounts for the year ended 31 March 2025 is
£223,731 (2024: £15,637 restated).
The weighted average contractual life of options outstanding on 31 March 2025
was 3.6 years (2024: 5 years).
25. Other reserves
Merger reserve Total
£ £
At 31 March 2024 516,015 516,015
Prior period adjustment (190,432) (190,432)
At 31 March 2024 (restated) 325,583 325,583
325,583 325,583
At 31 March 2025
*The remaining balance relates to the Group's merger reserve.
26. Directors' remuneration
31 March 2025
Salary or Fees Pension Share-based payments Total
£ £ £ £
Executive Directors
Richard Bernstein 47,500 - 65,520 113,020
Steven Cracknell 156,000 10,000 29,133 195,133
Warren Pearson 26,000 1,667 29,133 56,800
Colm McVeigh 12,500 900 (30,975) (17,575)
Non-executive Directors
John Wilson 41,667 - - 41,667
Richard Cooper* 12,000 - - 12,000
295,667 12,567 92,811 401,045
*Richard Cooper is a director of Luclem Estates & Advisory Limited which
received £33,015 in fees in the year to 31 March 2025.
No directors retired after the year end.
Of the above Group directors' remuneration, £nil (31 March 2024: £308,911)
has been capitalised in accordance with IAS 38 as development related costs
and are shown as an intangible addition in the year.
Of the above Group directors' remuneration, £38,900 (31 March 2024: £nil)
has been classified as cost of sales as the work that they carried out was
directly related to the services provided by the Group.
31 March 2024 (restated)
Salary or Fees Pension Share-based payments Total
£ £ £ £
Executive Directors
Richard Bernstein 35,000 - - 35,000
Steven Cracknell 156,000 10,000 - 166,000
Warren Pearson 178,643 10,000 - 188,643
Colm McVeigh 150,000 6,000 11,964 167,964
Non-executive Directors
John Murray 2,917 - - 2,917
Richard Cooper* 12,000 - - 12,000
534,560 26,000 11,964 572,524
The remuneration of Directors and key executives is determined by the
remuneration committee having regard to the performance of individuals and
market trends.
27. Income tax expense
Group
Year ended Year ended
31 March 2025 31 March 2024
£ £
Current Tax
UK corporation tax on profit for the year - (117,043)
Adjustments in respect of prior periods (292,853) (13,291)
Total current tax (292,853) (130,334)
Deferred Tax
Intangibles on business combinations (1,101,000) (1,485,096)
Total deferred tax (1,101,000) (1,485,096)
Total income tax expense (1,393,853) (1,615,430)
Group
Year ended Year ended
31 March 2025 31 March 2024 (restated)
£ £
Loss before tax (6,132,654) (17,652,846)
Tax at the standard corporation tax rate (25%) (1,533,162) (4,413,212)
Effects of:
Expenditure not deductible for tax purposes 1,405,641 3,048,662
Income not taxable for tax purposes (2,480,108) (65,462)
Adjustments in respect of prior periods - current tax (292,853) 7,091
Group relief surrendered/(claimed) - (13,335)
Unrecognised deferred tax asset in relation to carried forward losses - (179,174)
Movement in deferred tax not recognised 1,506,629 -
Tax charge (1,393,853) (1,615,430)
The Group has unutilised tax losses of approximately £15,295,656 (31 March
2024 £14,545,091) available to carry forward against future taxable profits.
No deferred tax asset has been recognised on accumulated tax losses because of
uncertainty over the timing of future taxable profits against which the losses
may be offset. The research and development claim received during the year of
£308,221 (2024: £130,333) has been included in the tax credit amount in line
with IFRS.
28. Earnings/Loss per share
Continued Operations
The calculation of the total basic loss per share of 4.09 pence (31 March
2024: 15.8 pence) is based on the loss attributable to equity holders of the
parent company's continued operations of £4,738,801 (31 March 2024 restated:
£16,037,416) and on the weighted average number of ordinary shares of
116,446,500 (31 March 2024: 100,155,706) in issue during the year.
Discontinued Operations
The calculation of the total basic loss per share of 0.02 pence (31 March
2024: 0.21 pence) is based on the loss attributable to equity holders of the
parent company's discontinued operations of £17,995 and on the weighted
average number of ordinary shares of 116,446,500 (31 March 2024: 100,155,706)
in issue during the year.
In accordance with IAS 33, basic and diluted loss per share are identical for
the Group as the effect of the exercise of share options would be to decrease
the loss per share. Details of share options that could potentially dilute
earnings per share in future periods are set out in Note 25.
29. Discontinued Operations
During the year, three subsidiaries of the group were dissolved. The companies
dissolved were Pantheon Leisure Plc, Westside Sports Limited and Ultimate
Player Limited. The tables below show the respective carrying amounts of
assets and liabilities of the subsidiaries at the date of being dissolved.
Financial performance
The carrying amounts of assets and liabilities were:
Ultimate Player Limited
16 July 2024
£
Trade and other receivables -
Total assets -
Trade and other payables 981,939
Total liabilities 981,939
Net Liabilities disposed (981,939)
Westside Sports Limited
7 January 2025
£
Investment in subsidiary 75,262
Total assets 75,262
Trade and other payables 734,397
Total liabilities 734,397
Net Liabilities disposed (659,135)
Pantheon Leisure Plc
11 February 2025
£
Trade and other receivables 182,587
Total assets 182,587
Trade and other payables 271,410
Total liabilities 271,410
Net Liabilities disposed (88,823)
The loss for the period for Pantheon Leisure Plc was £17,995 (2024:
£203,492).
There were no expenses in Ultimate Player Limited and Westside Sports Limited
during the year (2024: nil).
30. Prior-Period Restatement
During the current year, the Group reassessed the classification of its
convertible loan notes ("CLNs") under IAS 32 Financial Instruments:
Presentation. The CLNs were previously accounted for as compound financial
instruments, comprising a liability component and an equity component. On
review of the contractual terms, it was determined that the conversion feature
does not meet the "fixed-for-fixed" requirement in IAS 32, as the number of
shares to be issued is variable, being based on the higher of 35 pence or the
prevailing share price at the date of conversion. Consequently, no equity
component should be recognised.
Under IFRS 9 Financial Instruments, the CLNs are therefore accounted for as
hybrid financial instruments, consisting of a host debt liability measured at
amortised cost and an embedded derivative liability measured at fair value
through profit or loss. The error was in relation to two areas. Modification
accounting under IFRS 9 resulting in a gain of £46,645 in the year ended 31
March 2024 and 'day one accounting' under IFRS 9 as a hybrid financial
instrument in the year ended March 2023. A discount rate of 11.37% was applied
to the CLNs in line with the hybrid financial instrument treatment.
Justification and further details on this are included in note 20.
In reviewing the accounting for the Group's EMI share option scheme and
warrants granted in 2021 and 2022, management has refined the application of
IFRS 2 Share-based Payments. The options and warrants were disclosed in the
financial statements, however no fair value charge was to be attributed to
them at the time. Under IFRS 2, the fair value of equity-settled options and
warrants is measured at the grant date and recognised as an expense over the
vesting period, reflecting the services received from employees or consultants
during that period. The expired options in 2024 amounting to £16,360 was not
an error.
Accordingly, the comparative figures have been restated to align with this
requirement and address the prior period error. The impact is to accelerate
the recognition of share-based payment charges into the periods during which
employees or consultants provided service, with a corresponding increase in
equity. This adjustment was a non-cash adjustment to cash flows as they are
equity-settled share-based payments.
The impact of the prior year restatement in respect of the classification of
the options reserve and options expense are as follows:
The impact of the prior year restatement in respect of the treatment of the
CLNs and share based payments are as follows:
Group
Statement of Financial Position
2024 as presented Restatement 2024 restated
£ £ £
Convertible loan notes 1,544,324 106,670 1,650,994
Other reserves 516,015 (190,432) 325,583
Share based payments reserve 2,485 119,112 121,597
Retained earnings (42,880,866) (35,350) (42,916,216)
Net assets 1,568,677 (106,670) 1,462,007
Statement of Comprehensive Income
2024 as presented Restatement 2024 restated
£ £ £
Other finance income - (46,645) (46,645)
Other losses 96,374 (96,374) -
Finance costs 130,546 44,611 175,157
Option expense - 15,637 15,637
Group loss for the year (16,120,188) 82,772 (16,037,416)
Company
Statement of Financial Position
2024 as presented Restatement 2024 restated
£ £ £
Convertible loan notes 1,544,324 106,670 1,650,994
Other reserves 516,015 (190,432) 325,583
Share based payments reserve 2,485 119,112 121,597
Retained earnings (41,858,441) (35,347) (41,893,788)
Net assets 2,619,842 (106,667) 2,513,175
Group
Statement of Financial Position
2023 as presented Restatement 2023 restated
£ £ £
Convertible loan notes 2,261,769 66,445 2,328,214
Other reserves 377,381 (51,798) 325,583
Retained losses (26,964,846) (118,122) (27,082,968)
Share based payments reserve 18,845 103,475 122,320
Net assets 15,567,570 (66,445) 15,501,125
Company
Statement of Financial Position
2023 as presented Restatement 2023 restated
£ £ £
Convertible loan notes 2,261,769 66,445 2,328,214
Other reserves 377,381 (51,798) 325,583
Retained losses (24,689,254) (118,122) (24,807,376)
Share based payments reserve 18,845 103,475 122,320
Net assets 17,894,179 (66,445) 17,827,734
31. Related party transactions
Loans to Group undertakings
Amounts receivable as a result of loans granted to subsidiary undertakings are
as follows:
Company
31 March 2025 31 March 2024
£ £
Insig Partners - 4,404,000
Insig Data - 42,113
Insight Capital Consulting Limited 187 184
Pantheon Leisure Plc - (370,470)
Westside Sports Limited - -
187 4,075,827
Insig Partners Limited
Loans totalling £760,058 were provided to Insig Partners Limited from Insig
AI Plc during the year to cover operating costs (31 March 2024: £678,402).
During the year ended 31 March 2025, an impairment of £5,164,059 was applied
on the loans granted to Insig Partners by Insig AI plc (2024: £930,307). This
impairment was agreed based on the recoverability of the loans, after taking
the net assets of the subsidiary into consideration.
Insig Data Limited (formerly FDB Systems Limited)
Loans totalling £1,306 were provided to Insig Data from Insig AI Plc during
the year to cover operating costs (31 March 2024: £42,113). £2,300 was
received from the Company by Insig Data.
There was also an impairment of £41,117 on the loans granted to Insig Data by
Insig AI plc during the year ended 31 March 2025 (2024: nil). This impairment
was agreed based on the recoverability of the loans, after taking the net
assets of the subsidiary into consideration.
Insight Capital Consulting Limited
Loans totalling £20,445 were provided to Insig Partners Limited from insight
Capital Consulting Limited during the year to cover operating costs (31 March
2024: £153). The majority of this balance was from interest charged on the
loan balance.
All intra Group transactions are eliminated on consolidation.
Other transactions
The Group defines its key management personnel as the Directors of the Company
as disclosed in the Directors' Report.
Luclem Estates Limited, a company of which Richard Cooper is a director, was
paid a fee of £25,765 for the year ended 31 March 2025 (31 March 2024:
£25,638) for the provision of corporate management and consulting services to
the Company. There was a balance of £7,250 owing at year end (31 March 2024:
£7,235).
32. Ultimate controlling party
The Directors believe there is no ultimate controlling party.
33. Contingent liability
The Group had a contingent liability as at 31 March 2025 in respect of a claim
of £57,034.30 received from a service provider. £20,525 of this is included
in trade creditors balance for the Group as at year end. This claim relates to
an outstanding amount owed to the supplier, which is currently being disputed
by the Company. The notice was received in August 2025 and there have been
ongoing discussions related to the claim. Management believe that the claim
won't be due in full due to the lack of services received.
34. Events after the reporting date
On 24 June 2025, the Company entered into an equity funding facility with
Richard Bernstein, Chief Executive. The facility gives the right to subscribe
for 1,750,000 new ordinary shares at a price of 20 pence per share. At the
same date, Richard Bernstein has exercised his right to subscribe for 500,000
new ordinary shares for 20 pence per share.
On 3 July 2025, the Company appointed PJPG Consulting Limited as Strategic
Allocation Adviser. The controlling shareholder, Peter Pereira-Gray, was
granted 1,200,000 share options with an exercise price of 27 pence per share.
On 24 July 2025, Richard Bernstein exercised his right to purchase 375,000
shares at a price of 20 pence per share as per the above equity funding
facility.
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