REG - Pri0r1ty Intel Grp. - Annual Financial Report
04/02/2025 07:15
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RNS Number : 8190V Pri0r1ty Intelligence Group PLC 04 February 2025
4 February 2025
PRI0R1TY INTELLIGENCE GROUP PLC
("Pri0r1ty" or the "Company")
(FORMERLY ALTERATION EARTH PLC)
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024
The Company is pleased to notify the following financial information: (1) the
audited accounts for the year ended 30 September 2024 for Pri0r1ty
Intelligence Group Plc ("Pri0r1ty" Or The "Company") (Formerly Alteration
Earth Plc); and (2) the unaudited annual accounts for the year ended 30
September 2024 for Pri0r1ty AI Ltd as an appendix (together the "Financial
Information"). Extracts from the Financial Information are included below and
are being posted to Shareholders along with a Notice of AGM. The Notice of AGM
is being finalised and the Company will make a separate notification
confirming the details of the AGM shortly.
Copies of the Financial Information are available on the Company's website:
Pri0r1ty Intelligence Group PLC
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Pri0r1ty AI Ltd YE 2024
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HIGHLIGHTS
During the period Pri0r1ty was focused on completing a number of key
deliverables;
· Advancing its listing on The London Stock Exchange's AIM Market
through Reverse Take Over ("RTO") by Alteration Earth Plc ("Alteration Earth")
· Developed, and alpha and beta tested, its Pri0r1ty Advisor
technology, allowing the company to enter the fast-growing AI Agent market by
launching to business users post period in October 2024
· Continued to demonstrate their AI Agent technology to large
numbers of SME businesses and build up a significant waiting list of potential
customers
Post-period, Pri0r1ty successfully completed its listing on AIM
· Successfully completed a Fundraise via a placing and
subscription, raising gross proceeds of £905,000
· Continued new customer sign ups towards break-even goal of over
100 clients in 2025; as at 31 January 2025, 25 customers signed up to the
platform
In addition, the Company announced in January 2025 that it had entered into a
Strategic Partnership with Funding Circle
· The collaboration significantly enhances Pri0r1ty's offering and
expands its footprint within the small to medium-sized enterprise (SME)
technology landscape
· Enables the Company's customers to access alternative debt
financing options seamlessly via the Pri0r1ty platform
Commenting on the outlook for the business, James Sheehan, Chief Executive
Officer, said: "This past year has been transformational for Pri0r1ty as we
have delivered on our key foundational objectives. AI is a fast-moving
industry and our team has been able to break through and offer a unique
solution to the growing demand for productivity-enhancing tools. With the
ability to deliver high quality AI generated contextual outputs our platform
is uniquely positioned to take advantage of the emerging significant market
opportunity."
"Our admission to AIM has already created potential new business
opportunities and we see this as a huge benefit to the long-term growth of the
Company."
For further information, please contact:
Pri0r1ty Intelligence Group PLC
James Sheehan, Chief Executive Officer
Email: ir@pri0r1ty.com
Nominated Adviser (NOMAD)
Beaumont Cornish Limited
James Biddle/ Roland Cornish
Email: james@b-cornish.co.uk
Tel: +44 (0) 20 7628 3396
Broker
Allenby Capital Limited
Kelly Gardiner/ Jeremy Porter/ Piers Shimwell
Tel: +44 (0) 20 3328 5656
Financial PR Adviser
Camarco
Marc Cohen, Gabriel Hedengren, Emily Hall
Email: Pri0r1ty@camarco.co.uk
Tel: +44 (0) 20 3757 4980
About Pri0r1ty Intelligence Group PLC
One of the few companies to list on AIM last year, Pri0r1ty Intelligence Group
is an AI company transforming professional growth services for SMEs. As an
SME, Pri0r1ty understands the unique challenges faced by smaller businesses
and has developed an AI Software-as-a-Service (SaaS) platform tailored to meet
these needs. Pri0r1ty's platform offers cost-effective solutions that automate
essential services like social media management, investor relations, and
corporate governance. By reducing reliance on expensive external providers,
the company empowers SMEs to streamline operations and focus on growth.
Nominated Adviser Statement
Beaumont Cornish Limited ("Beaumont Cornish"), is the Company's Nominated
Adviser and is authorised and regulated in the United Kingdom by the Financial
Conduct Authority. Beaumont Cornish's responsibilities as the Company's
Nominated Adviser, including a responsibility to advise and guide the Company
on its responsibilities under the AIM Rules for Companies and AIM Rules for
Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont
Cornish is not acting for and will not be responsible to any other persons for
providing protections afforded to customers of Beaumont Cornish nor for
advising them in relation to the proposed arrangements described in the
announcement or any matter referred to in it.
Cautionary Statement
Note: Certain statements in this press release are forward-looking. Although
these forward-looking statements are made in good faith based on the
information available to the Directors at the time of their approval of the
press release, we can give no assurance that these expectations will prove to
have been correct. Because these statements involve risks and uncertainties,
actual results may differ materially from those expressed or implied by these
forward-looking statements. We undertake no obligation to update any
forward-looking statements whether as a result of new information, future
events or otherwise.
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND FINANCIAL STATEMENTS FOR THE
YEAR ENDED 30 SEPTEMBER 2024
FOR
PRI0R1TY INTELLIGENCE GROUP PLC
(FORMERLY ALTERATION EARTH PLC)
CONTENTS OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024
Page
COMPANY (#_Toc189217007) (#_Toc189217007) INFORMATION (#_Toc189217007)
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CHAIRMAN'S (#_Toc189217008) (#_Toc189217008) REPORT (#_Toc189217008)
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STRATEGIC (#_Toc189217009) (#_Toc189217009) REPORT (#_Toc189217009)
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REPORT OF THE (#_Toc189217010) DIRECTORS (#_Toc189217010)
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REPORT OF THE INDEPENDENT AUDITORS (#_Toc189217011) 13
INCOME (#_Toc189217012) STATEMENT (#_Toc189217012)
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STATEMENT OF COMPREHENSIVE INCOME (#_Toc189217013) 19
STATEMENT OF FINANCIAL POSITION (#_Toc189217014)
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STATEMENT OF CHANGES IN (#_Toc189217015) EQUITY (#_Toc189217015)
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STATEMENT OF CASH (#_Toc189217016) FLOWS (#_Toc189217016)
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NOTES TO THE STATEMENT OF CASH FLOWS (#_Toc189217017) 23
NOTES TO THE FINANCIAL STATEMENTS (#_Toc189217018)
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COMPANY INFORMATION
FOR THE YEAR ENDED 30 SEPTEMBER 2024
DIRECTORS: P Adler
M P
Beardmore
K P Lewis-Hollis
D J S Maling
J D Sheehan
SECRETARY: Orana Corporate LLP
REGISTERED OFFICE: 28 Austin Friars
London
EC2N 2QQ
REGISTERED NUMBER: 13571750 (England and Wales)
AUDITORS: PKF Littlejohn
LLP
Senior Statutory
Auditor
15
Westferry
Circus London
E14 4HD
SHARE REGISTRARS: Share Registrars
Limited 27/28
Eastcastle Street
London
WIW 8DH
CHAIRMAN'S REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
I have pleasure in presenting the financial statements of Pri0r1ty
Intelligence Group PLC (formerly Alteration Earth PLC) ("Company") which cover
the Company's reporting period for the year ended 30 September 2024.
The Company has not carried out any commercial activity since its
incorporation and was established as a special purpose acquisition company.
Pursuant to its stated strategy, on 30 December 2024 the Company acquired as a
Reverse Takeover ("RTO") Pri0r1ty AI Ltd ("PAI") ("Acquisition") to
crystallize and unlock potential future value for Shareholders. The Company
was previously on the standard list of the main market of the London Stock
Exchange. On the RTO of PAI on the Company left the standard list and the
Company's shares were admitted to trading on the AIM market operated by the
London Stock Exchange.
Information relating to the Company's completion of the RTO of PAI is set out
in the Notes to the Financial Statements at note 15, Events After The
Reporting Date.
Financial Funding
During the financial period, the Company spent £296k (2023: £273k) on
administrative costs and at 30 September 2024 held cash of £579k (2023:
£828k). This was sufficient to fund the Company to completion of the
Acquisition, at which time the Company raised additional funding on Admission
(note 16).
Revenue
The Company has generated no revenue during the year However, the Acquisition
is expected to generate future revenue for the Company.
Liquidity, cash and cash equivalents
At 30 September 2023, the Company held £579k (2023: £828k) of cash all of
which is denominated in pounds sterling.
Board contribution
I would like to thank the previous Board members who have stepped down, Andrew
Coull on 3 July 2024, and Martin Samworth the former Chairman on 30 December
2024 following the Acquisition, for their contributions to the successful
outcome of the Acquisition transaction and the work the Board has undertaken.
........................................................................
M P Beardmore - Chairman
31(st) January 2025
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The directors present their strategic report for the year ended 30 September
2024.
Understanding our business
The Company was incorporated on 18 August 2021, with the purpose of pursuing
an admission of its securities onto the London Stock Exchange through its
Standard Listing on 1 July 2022, in order to pursue its business strategy.
The Company's business strategy was to undertake an acquisition of a target
company, business or asset(s) in the clean technology and/or clean, green and
renewable energy ("CGRE") sector in the UK or outside, which could include
physical assets and/or companies, businesses or assets with technology and/or
services relevant to the CGRE sector.
On 30 December 2024 the Company successfully executed its strategy, completing
the Acquisition (note 16), including de-listing from the Standard List and
re-listing the Company's shares on the AIM market of the London Stock
Exchange.
KEY PERFORMANCE INDICATORS
The Company's use of key performance indicators was limited to cash management
up to the date of Acquisition, following which additional, appropriate key
performance indicators for the enlarged operating business will be identified
and implemented in due course.
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties of the Company post-Acquisition are
materially different from those faced by the Company pre-acquisition.
Principal risks and uncertainties faced during the reporting year ended 30
September 2024 and to date of Acquisition
These risks and uncertainties related to:
* Suitable Acquisition Opportunity Identified may not be Completed
The Company's business strategy was dependent on the ability of the Directors
and their external advisors to identify and complete a suitable acquisition
opportunity. If the Directors did not complete the target acquisition, the
Company may not have been able to fulfil its objectives. Furthermore, the
Company may not have been able to acquire the target business (the
Acquisition) at a suitable price or at all. In addition, if the Acquisition,
or any other subsequent target acquisition, has been aborted the Company may
have been left with substantial transaction costs which may have severely
impacted the Company's ability to complete any further acquisition
opportunity. The Directors reviewed abort costs against the Company's
available funds as a going concern and took appropriate action to ensure the
Company had sufficient funding.
* Acquiring Less than Controlling Interests
The Company may acquire either less than whole voting control of, or less than
a controlling equity interest in, a target, which may limit the Company's
operational strategies and reduce its ability to enhance Shareholder value.
The Directors shall consider the viability of such an outcome against their
mandate and if appropriate may not complete a transaction.
* Inability to Fund Operations Post-Acquisition
The Company may have been unable to fund the operations post-acquisition of
the target business if it had not obtained additional funding, and the Company
endeavoured to ensure that appropriate funding measures were taken to meet the
minimum commitments on completion of the Acquisition. The Directors considered
the potential post-acquisition funding requirement at the time of an
acquisition and communicated such requirement to the parties proposing to fund
the acquisition.
* The Company's Relationship with the Directors and Conflicts of Interest
The Company was dependent on the Directors and their external advisors to
identify potential acquisition opportunities and to execute an acquisition.
The Directors were not obliged to commit their whole time to the Company's
business; they allocated a portion of their time to other businesses which
could have led to the potential for conflicts of interest in their
determination as to how much time to assign to the Company's affairs. The
Directors were obliged to disclose any conflict of interest and the Board of
Directors would have taken appropriate action to resolve any conflict.
* Risks Inherent in an Acquisition
Although the Company and the Directors evaluated the risks inherent in any
particular target, they could not offer any further assurance that all the
significant risk factors would have been identified or properly assessed.
Furthermore, no assurance could have been made that an investment in Ordinary
Shares in the Company would ultimately have proved to be more favourable to
investors than a direct investment, if such an opportunity had been available
to the Company's investors, in its target business. The Directors would have
ensured appropriate disclosure to all potential investors in any investment
memorandum.
* Reliance on External Advisors
The Directors relied on external advisors to help identify and assess
potential acquisitions and there was a risk that suitable advisors could not
be placed under contract or that such advisors that were contracted fail to
perform as required. The Directors had taken all reasonable steps to procure
and received appropriate advice prior to proceeding with the Acquisition.
* Failure to Obtain Additional Financing to Complete an Acquisition
There was no guarantee that the Company would be able to obtain any additional
financing needed to complete an acquisition, and if available, to obtain such
financing on terms attractive to the Company. Had there been such event, the
Company may have been compelled to restructure or abandon the Acquisition or
proceed with the Acquisition on less favourable terms, which may have reduced
the Company's potential return on the investment. Failure to secure additional
financing on acceptable terms could have had a material adverse effect on the
continued development or growth of the Company and the acquired business. The
Directors considered these risks and made appropriate disclosure to potential
investors in any investment memorandum. The Company managed and continues to
manage its liquidity risk on the basis set out in note 12.
* Reliance on Income from the Acquired Activities
Following an acquisition, the Company may have been dependent on the income
generated by the acquired business or from the subsequent divestment of the
acquired business to meet the Company's expenses. If the acquired business was
unable to provide the sufficient funds to the Company, the Company may have
been unable to pay its expenses or make distributions and dividends on the
Ordinary Shares. The Directors considered the income and cash flow forecasts
of acquisition targets and made appropriate adjustment and disclosure to
potential investors in any investment memorandum.
* Restrictions in Offering Ordinary Shares as Consideration for an Acquisition
or Requirements to Provide Alternative Consideration.
In certain jurisdictions, there may have been legal, regulatory or practical
restrictions on the Company using its Ordinary Shares as consideration for an
acquisition or which may have meant that the Company was required to provide
alternative forms of consideration. Such restrictions may have limited the
Company's acquisition opportunities or made a certain acquisition more costly,
which may have had an adverse effect on the potential results of operations of
the Company. The Directors considered the fundamental nature of these risks on
the potential viability of acquisition targets and made appropriate disclosure
to potential investors in any investment memorandum.
Principal risks and uncertainties faced by the Company from the date of
Acquisition
The principal risks and uncertainties now faced by the Company will include
but are not limited to:
* Risks of operating a developing commercial business
These risks include but are not limited to competition, market penetration,
regulatory environment, technical development including retention, attraction,
skills and knowledge of personnel, and security of intellectual property.
* Risks of sufficient funding to pursue and deliver the Company's strategic
plan.
These include reliance on cash generation from operations, availability of
credit and debt finance in the ordinary course of business, and access to
equity funding from the issue and admission of new shares on the AIM Market.
* * Risks of retaining and attracting Key Management and Technical Personnel.
These include the Company's ability to offer competitive terms of employment
including industry standard levels of pay and benefits, access to talent, and
ongoing training and development programs to support the strategic development
of business and organization.
* * Risks of Effective Leadership on Company's strategic plan.
These risks include retention, attraction and performance of executive and
senior management, including effectiveness of the Company's Board of Directors
and its Committees.
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Gender Analysis
A split of our employees and directors by gender and average number is shown
below:
During the year ended 30 September 2024 and to date of Acquisition Since the date of Acquisition
(no.)
(no.)
Female 0 1
Male 3 4
SECTION 172(1) STATEMENT
The Directors believe they have acted in the way they considered in good
faith, that would be most likely to promote the success of the Company for the
benefit of its members as a whole, as required by s172 of the Companies Act
2006, and in doing so have had regard to:
- The likely consequences of any decision in the long term;
- The need to act fairly between the members of the Company;
- The desirability of maintaining the Company's reputation for high standards
of business conduct;
- The need to foster the Company's relationships with advisor's suppliers, and
others; and
- The impact of the Company's operations on the community and the environment.
The Board recognises that their primary role is the representation and
promotion of shareholders' interests. The Board makes every effort to
understand the interests and expectations of the shareholders and other
stakeholders, and to reflect these in the choices it makes in its effort to
create long-term sustainable value. Governed by the Companies Act 2006, the
Company has adopted the Quoted Companies Alliance Corporate Governance Code
2018 (the "QCA Code"). The Board recognises the importance of maintaining a
good level of corporate governance which, together with the requirements of a
main market listing, ensures that the interests of the Company's stakeholders
are safeguarded.
As a Company, the Board seriously considers its ethical responsibilities to
the communities and environment.
In order to fulfil their duties under section 172 and promote the success of
the Company for the benefit of all its stakeholders, the directors need to
ensure that they not only act in accordance with the legal duties but also
engage with, and have regard for, all its stakeholders when taking decisions.
The Company has a number of key stakeholders that it is committed to
maintaining a strong relationship with. Understanding the Company's
stakeholders and how they and their interests will impact on the strategy and
success of the Company over the long term is a key factor in the decisions
that the Board make.
Shareholders
The promotion of the success of the Company is ultimately for the benefit of
the Company's shareholders who provide the Company's permanent capital. As a
company originally on the Standard List and readmitted to the AIM Market of
the London Stock Exchange, the Company is responsible for ensuring that it is
aware of shareholder needs and expectations. The Directors attach great
importance to maintaining good relationships with all of its shareholders and
interested parties and seeks to ensure that they have access to correct and
adequate information in a timely fashion. The Directors are aware that as
stakeholders, its shareholders play a vital role in the fabric of the Company
and therefore will regularly engage in dialogue with the Company's
shareholders and be available for meetings with institutional and major
shareholders following the release of the Company's Annual and Interim
Results. The Directors welcome all shareholders to make contact with the
Company and provide any feedback or comments that they may have, and contact
details are available on the Company's website. The Company's Annual General
Meeting is also an important opportunity for shareholders to meet and engage
with Directors and ask questions on the Company and its performance.
Regulatory Bodies
The Company was listed on the Standard Segment of the Main Market and is now
listed on the AIM market of the London Stock Exchange. It therefore actively
engages with the various regulatory bodies and advisory firms to ensure that
compliance standards are maintained and that the Company continues to act with
the high standards of business conduct that have established its reputation
thus far.
Suppliers and Advisors
The Company's suppliers and advisors are integral to the day to day operation
of the Company. Relationships with suppliers and advisors are carefully
managed to ensure that the Company is always obtaining value for money. The
Company seeks to ensure that good relationships are maintained with its
supplier.
Other stakeholders and the wider community
The Directors are committed to ensuring that none of its activities have a
detrimental impact on the wider community and the environment.
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
CORPORATE SOCIAL RESPONSIBILITY
We aim to conduct our business with honesty, integrity and openness,
respecting human rights and the interests of our shareholders and employees.
We aim to provide timely, regular and reliable information on the business to
all our shareholders and conduct our operations to the highest standards.
We will strive to create a safe and healthy working environment for the
wellbeing of our future staff and create a trusting and respectful
environment, where all members of staff are encouraged to feel responsible for
the reputation and performance of the Company.
We aim to establish a diverse and dynamic workforce with team players who have
the experience and knowledge of the business operations and markets in which
we operate. Through maintaining good communications, members of staff are
encouraged to realise the objectives of the Company and their own potential.
The Board would like to take this opportunity to thank our shareholders, Board
and advisors for their support during the period.
ON BEHALF OF THE BOARD:
........................................................................
M P Beardmore - Director Date: 31(st) January 2025
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The directors present their report with the financial statements of the
Company for the year ended 30 September 2024.
PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of
identifying potential companies or assets for acquisition in furtherance of
its business strategy. On 30 December 2024 the Company successfully completed
an acquisition by reverse takeover ("Acquisition)" (note 16).
DIVIDENDS
No dividends will be distributed for the year ended 30 September 2024.
EVENTS SINCE THE END OF THE YEAR
The Company successfully completed its target Acquisition on 30 December 2024
and its shares were re-listed on the AIM market of the London Stock Exchange.
DIRECTORS
The directors set out in the table below have held office during the whole of
the period from 1 October 2023 to the date of this report.
The beneficial interests of the directors holding office at the date of this
report in the shares of the Company, according to the register of directors'
interests, were as follows:
30.9.2024 1.10.2023
Ordinary shares of 0.003 each 400,000 400,000
M P Beardmore
M D Samworth (resigned 30.12.2024) - -
A Coull (resigned 3.07.2024) - -
P Adler (appointed 30.12.2024) - -
K P Lewis-Hollis (appointed 30.12.2024) - -
D J S Maling (appointed 30.12.2024) - -
J D Sheehan (appointed 30.12.2024) - -
These directors did not hold any non-beneficial interests in the shares of the
Company.
The Company has no Director shareholder requirements. M P Beardmore and M D
Samworth were reappointed at the Annual General Meeting held on 25 January
2024.
M P Beardmore and M D Samworth each also held and continue to hold 450,000
warrants which can be exercised at any time within the 5 years from the
readmission on 30 December 2024 of the ordinary shares of the Company to the
AIM Market of the London Stock Exchange. Prior to the date of the Company's
readmission, on 20 December 2024 the Company restated the warrant instruments,
without change to the terms and exercise conditions (see note 16).
Directors Remuneration Policy
The Company did not have a remuneration policy in force during the reporting
period on prior to the date of the Acquisition. On the date of the Acquisition
and the enlargement of the Company's Board of Directors, the Company formed a
Remuneration Committee whose mandate will include:
* Development of a future policy table
* Recommendation of approach to recruitment and remuneration of Directors
* Periodic review of Directors' service contracts and approval of new service
contracts
* Approve a pay, benefits and reward framework and carry out periodic review
of Directors' performance
* Establishing a policy on payment for Director's loss of office
* Consider and issue a statement of employment conditions throughout the
organisation
* Consider and issue a statement on shareholder views
FINANCIAL INSTRUMENTS
The Company has exposure to credit risk, liquidity risk and market risk. Note
12 presents information about the Company's exposure to these risks, along
with the Company's objectives, processes and policies for managing the risks.
POLITICAL DONATIONS AND EXPENDITURE
The Company made no political donations during the period.
DISCLOSURE AND TRANSPARENCY RULES
Disclosures have been made to reflect the status of the Company as a Standard
List Company throughout the year to 30 September 2024 and to its delisting on
27 December 2024 and its new status on admission to the AIM Market of the
London Stock Exchange on 30 December 2024.
Details of the Company's share capital and warrants are given in Notes 9 and
18 respectively. There are no restrictions on transfer or limitations on the
holding of the ordinary shares. None of the shares carry any special rights
with regard to the control of the Company. There are no known arrangements
under which the financial rights are held by a person other than the holder
and no known agreements or restrictions on share transfers and voting rights.
As far as the Company is aware there are no persons with significant direct or
indirect holdings other than the Directors and other significant shareholders
as shown on pages 7 and 8.
The provisions covering the appointment and replacement of directors are
contained in the Company's articles, any changes to which require shareholder
approval. There are no significant agreements to which the Company is party
that take effect, alter or terminate upon a change of control following a
takeover bid and no agreements for compensation for loss of office or
employment that become effective as a result of such a bid.
Requirements of the Listing Rules
As a Standard List company, Listing Rule 9.8.4 required the Company to include
certain information in a single identifiable section of the Annual Report or a
cross reference table indicating where the information is set out. The
Directors confirm that there were no disclosures required in relation to
Listing Rule 9.8.4.
Directors' Indemnity Provisions
The Company enters into annual insurance contracts for directors' indemnity
insurance.
SHARE CAPITAL
Details of the Company's issued share capital, together with details of the
movements during the period, are shown in Note 9. The Company has one class of
Ordinary Share and all shares have equal voting rights and rank pari passu for
the distribution of dividends and repayment of capital.
Substantial shareholdings
Prior to the Acquisition on 30 December 2024 (note 16) the Company had been
informed of the following substantial interests over 3% of the issued share
capital of the Company.
Number of shares % of issued capital
Primorus Investments Plc 5,000,000 27.70
Rupert Labrum 2,850,000 15.83
Christopher Hansen 800,000 4.40
Kevin Lyon 718,000 3.98
Sebastian Marr 718,000 3.98
Clive Roberts 718,000 3.98
Tony Elliot 714,000 3.96
Jade Elliot 714,000 3.96
GOING CONCERN
After careful consideration following completion of the Acquisition and of the
post-completion business projections and associated cash flow forecast, the
Directors have a reasonable expectation that the Company has adequate
resources to continue in operational existence for the foreseeable future.
Further details are given in note 2 to the financial statements. For this
reason, the Directors continue to adopt the going concern basis in preparing
the financial statements.
INTERNAL FINANCIAL CONTROL
Financial controls have been established so as to provide safeguards against
unauthorised use or disposition of the assets, to maintain proper accounting
records and to provide reliable financial information for internal use. Key
financial controls include:
* the maintenance of proper records;
* a schedule of matters reserved for the approval of the Board;
* evaluation, approval procedures and risk assessment for acquisitions;
and
* close involvement of the Directors in the day-to-day operational matters
of the Company.
Shareholder Communications
The Company uses its corporate website (http://www.pri0r1ty.com) to ensure
that the latest announcements, press releases and published financial
information are available to all shareholders and other interested parties.
The AGM is used to communicate with both institutional shareholders and
private investors and all shareholders are encouraged to participate.
The Directors welcome all shareholders to make contact with the Company and
provide any feedback or comments that they may have, and contact details are
available on the Company's website. The Company's Annual General Meeting is
also an important opportunity for shareholders to meet and engage with
Directors and ask questions on the Company and its performance.
Directors Remuneration Report
On completion of the Acquisition, a Remuneration Committee has been appointed
to assess an appropriate level of Directors' remuneration and it is envisaged
that an appropriate remuneration policy will be implemented so as to attract,
retain and motivate Executive Directors and senior management of a high
calibre with a view to encouraging commitment to the development of the
Company and for long term enhancement of shareholder value. The Board believes
that share ownership by Executive Directors strengthens the link between their
personal interests and aligns with those of shareholders although there is no
formal shareholding policy in place.
Directors' Remuneration (audited)
30.09.2024 30.09.2023
£ £
M P Beardmore 15,000 15,000
M D Samworth 15,000 15,000
Total 30,000 30,000
The remuneration disclosed above is the charge for the current period in
respect of the fair value of share warrants issued to the directors: no other
remuneration was paid or due.
The Company does not contribute to any pension scheme or provide any other
benefit in kind for the directors.
Service contracts
There were no Directors' service contracts in place at 30 September 2024. The
Company did not have a Chief Executive "CEO" at that date and as such, no CEO
disclosure has been presented. Service agreements for executive Directors
appointed 30 December 2024 have been executed.
STATEMENT OF CORPORATE GOVERNANCE
As a company whose shares were listed on the Standard Segment of the Main
Market and are now listed on the AIM market of the London Stock Exchange, the
Company is not required to comply with the provisions of the UK Corporate
Governance Code. However, the Directors are committed to maintaining high
standards of corporate governance and propose, so far as is practicable given
the Company's size and nature, to voluntarily adopt and comply with the QCA
Code. At present, due to the size of the Company, the Directors acknowledge
that adherence to certain provisions of the QCA Code will be delayed until
such time as the Directors are able to fully adopt them following completion
of the Acquisition.
As stated by the QCA Code, good corporate governance is about "having the
right people (in the right roles), working together, and doing the right
things to deliver value for shareholders as a whole over the medium to
long-term". This is achieved through a series of decisions made by the Board,
which needs to be kept dynamic, diverse and engender a consistent corporate
culture throughout the Company.
To see how the Company addresses the key governance principles defined in the
QCA Code, please refer to the Corporate Governance section of our website at
the following link: https://www.pri0r1ty.com/investors/governance
(https://www.pri0r1ty.com/investors/governance)
Board of Directors
The Board now consists of two executive and three non-executive Directors;
prior to Acquisition two, and to July 2024 three, non-executive directors. The
Board met regularly throughout the period to discuss key issues and to monitor
the overall performance of the Company. With a Board comprising of just two or
three non-executive Directors, all matters and committees, such as
Remuneration, Audit and Nominations were considered by the Board as a whole.
The Directors have now expanded the Board membership and balance to provide
additional and appropriate levels of corporate governance procedures.
The Board seeks to present a balanced and understandable assessment of the
Company's position and prospects in all interim, final and price-sensitive
reports and information required to be presented by statute. The Directors
consider the size of the Company and the close involvement of its Directors in
the day-to-day operations during the period to 30 September 2024 made the
maintenance of both an Audit Committee and an internal audit function
unnecessary. An Audit Committee was formed on completion of the Acquisition.
External auditor
The Board will meet with the auditor at least twice a year to consider the
results, internal procedures and controls and matters raised by the auditor.
The Board considers auditor independence and objectivity and the effectiveness
of the audit process. It also considers the nature and extent of the non-audit
services supplied by the auditor reviewing the ratio of audit to non-audit
fees and ensures that an appropriate relationship is maintained between the
Company and its external auditor.
The Company has a policy of controlling the provision of non-audit services by
the external auditor in order that their objectivity and independence are
safeguarded. As part of the decision to recommend the appointment of the
external auditor, the Board takes into account the tenure of the auditor in
addition to the results of its review of the effectiveness of the external
auditor and considers whether there should be a full tender process. There are
no contractual obligations restricting the Board's choice of external auditor.
Nominations committee
A nominations committee is not considered necessary and has not yet been
proposed.
Remuneration Committee
There was no separate Remuneration Committee in the period to 30 September
2024; instead, all remuneration matters were considered by the Board as a
whole. A Remuneration Committee was established on completion of the
Acquisition. It will meet when required to consider all aspects of the
directorship's remuneration, share options, share warrants and service
contracts.
From the outset the Board has set out and implemented a policy designed in its
view to attract, retain and motivate executive Directors of the right calibre
and ability. There were no major changes during the period either in that
policy or its implementation, including levels of remuneration and terms of
service for the Directors.
GREENHOUSE GAS (GHG) EMISSIONS
The Company is aware that it needs to measure its operational carbon footprint
in order to limit and control its environmental impact. However, since the
Company, due to its limited activities and lack of office or operations in the
period under review, did not consume more than 40,000kWh of energy, the
Company's emissions are not disclosed for this reason.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
Statement of Directors' Responsibilities in respect of the Annual Report and
the financial statements.
The Directors are responsible for preparing this report and the financial
statements in accordance with applicable United Kingdom law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law, the Directors have elected to prepare the
financial statements in accordance with UK-adopted international accounting
standards. Under company law, the directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Company and of the profit or loss for that period.
In preparing these financial statements, the Directors are required to:
* select suitable accounting policies and then apply them consistently;
* make judgements and estimates that are reasonable and prudent;
* present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
* state whether they have been prepared in accordance with UK-adopted
international accounting standards, subject to any material departures
disclosed and explained in the financial statements; and
* prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the Company financial statements comply with the
Companies Act 2006 and Article 4 of the IAS Regulation. They are also
responsible for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
Under applicable law and regulations, the directors are also responsible for
preparing a Strategic Report, Directors' Report, Directors' Remuneration
Report and Corporate Governance Statement that comply with that law and those
regulations, and for ensuring that the Annual report includes information
required by the Listing Rules of the Financial Conduct Authority.
The financial statements are published on the Company's website
(http://www.pri0r1ty.com).The work carried out by the Auditor does not involve
consideration of the maintenance and integrity of this website and
accordingly, the Auditor accepts no responsibility for any changes that have
occurred to the financial statements since they were initially presented on
the website. Visitors to the website need to be aware that legislation in the
United Kingdom covering the preparation and dissemination of the financial
statements may differ from legislation in their jurisdiction
The Directors confirm that to the best of their knowledge:
* the Company financial statements, prepared in accordance with UK-adopted
international accounting standards, give a true and fair view of the assets,
liabilities, financial position and loss of the Company;
* this Annual Report includes the fair review of the development and
performance of the business and the position of the Company together with a
description of the principal risks and uncertainties that it faces; and
* the Annual Report and financial statements, taken as a whole, are fair,
balanced and understandable and provide information necessary for shareholders
to assess the Company's performance, business and strategy.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as
defined by Section 418 of the Companies Act 2006) of which the Company's
auditor is unaware, and each director has taken all the steps that he ought to
have taken as a director in order to make himself aware of any relevant audit
information and to establish that the Company's auditor is aware of that
information.
AUDITORS
The auditors, PKF Littlejohn LLP, will be proposed for re-appointment at the
forthcoming Annual General Meeting.
ON BEHALF OF THE BOARD:
........................................................................
M P Beardmore - Director Date: 31(st) January 2025
REPORT OF THE INDEPENDENT AUDITORS
TO THE MEMBERS OF PRI0R1TY INTELLIGENCE GROUP PLC (FORMERLY ALTERATION EARTH
PLC)
Opinion
We have audited the financial statements of Pri0r1tY Intelligence Group Plc
(formerly Alteration Earth Plc) (the 'company') for the year ended 30
September 2024 which comprise the Income Statement, the Statement of
Comprehensive Income, the Statement of Financial Position, the Statement of
Changes in Equity, the Statement of Cash Flows and notes to the financial
statements, including significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable law and
UK-adopted international accounting standards.
In our opinion, the financial statements:
· give a true and fair view of the state of the company's affairs
as at 30 September 2024 and of its loss for the year then ended;
· have been properly prepared in accordance with UK-adopted
international accounting standards; and
· have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the company's ability to continue to adopt the going concern
basis of accounting included:
· Reviewing the cash flow forecasts prepared by management for the
period up to 31 August 2026 for reasonableness by agreeing the forecasts to
corroborating evidence and challenging management in relation to the key
inputs and assumptions used in the forecasts;
· Reviewing the stress test scenarios prepared by management and assessing
for reasonableness;
· Comparing actual results for the period to historical forecasts to
assess management's ability to produce accurate and reliable forecasts;
· Comparing forecast results to actual results to November 2024;
· Reviewing post year end Regulatory News Service (RNS)
announcements and board minutes; and
· Assessing the adequacy of going concern disclosures within the
annual report and financial statements.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the company's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. The
quantitative and qualitative thresholds for materiality determine the scope of
our audit and the nature, timing and extent of our audit procedures.
Materiality for the financial statements as a whole £13,000 (2023: £20,000).
Basis of materiality 2.5% of net assets (2023: 2.5% of net assets).
Rationale for the benchmark We consider net assets to be the most relevant performance indicator for a
special-purpose acquisition company that has no trade and a low volume of
transactions during the year.
Rationale for the percentage applied The percentage applied to the benchmark has been selected to bring into scope
all significant classes of transactions, account balances and disclosures
relevant for the shareholders, and also to ensure that matters that would have
a significant impact on the results were appropriately considered.
Performance materiality determined at 70% of the overall materiality £9,100 (2023: £12,000).
In determining performance materiality, we considered:
· the financial reporting closing process and the prior year audit
misstatements;
· our cumulative knowledge of the group and its environment; and
· the stability in key management personnel.
We use performance materiality to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds overall materiality. Specifically, we use performance materiality in
determining the scope of our audit and the nature and extent of our testing of
account balances, classes of transactions, and disclosures, for example in
determining sample sizes.
We agreed with the Board of Directors that we would report all audit
differences identified during the course of our audit in excess of £650
(2023: £1,000) as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risks of
material misstatement in the financial statements. In particular, we looked at
where the directors made subjective judgments, for example in respect of going
concern assessment and the recognition of the costs related to the proposed
acquisition, which involved making assumptions and considering future events
relating to forecasted revenue that are inherently uncertain. As in all of our
audits, we also addressed the risk of management override of internal
controls, including evaluating whether there was evidence of bias by the
directors that represented a risk of material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In addition to the matter
described in the Material uncertainty related to going concern section we have
determined the matters described below to be the key audit matter to be
communicated in our report.
Key Audit Matter How our scope addressed this matter
Accounting for the costs related to the proposed acquisition. (Notes 4 and 16)
The Company have entered non-binding heads of terms to acquire a company. At Our work in this area included, but was not limited to:
year-end the Company have not acquired the company and expect the acquisition
to be completed post year end, however the Company have started incurring · Obtaining a list of transaction related costs, agreeing to
associated costs in FY 2024. supporting evidence and ensuring each cost related to the transaction.
Therefore, there is a risk that the costs relating to the proposed acquisition · Obtaining an understanding of management's basis for cut-off and
have not been accounted for correctly. This impacts cut-off, prepayments, ensuring the costs have been recognised appropriately, based on the work
accruals and whether any contingent liabilities need to be recognised. completed and services provided by the counterparties engaged to provide
services.
· Reviewing accruals and prepayments at year-end relating to the
transaction costs and assessing whether these have been appropriately
accounted for.
· Reviewing the terms of the amount payable on completion and making
enquiries with management to ascertain how it should be disclosed in the
accounts.
· Reviewing post year-end position of the acquisition related costs until
sign off date to ensure completeness of transaction costs.
Key observations
Based on our procedures performed, we noted that transaction related costs
were incorrectly recognised as prepayments. Adjustments were agreed and booked
within the financial statements to correct the accounting treatment.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report(7). Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not visited by us;
or
· the financial statements and the part of the directors'
remuneration report to be audited are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the report of the directors, the directors are
responsible for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the company and the sector in
which it operates to identify laws and regulations that could reasonably be
expected to have a direct effect on the financial statements. We obtained our
understanding in this regard through application of cumulative audit knowledge
and experience of the sector, discussions with management and industry
research.
· We determined the principal laws and regulations relevant to the
company in this regard to be those arising from the Companies Act 2006 and the
London Stock Exchange listing rules.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the company
with those laws and regulations. These procedures included, but were not
limited to:
o Enquiries of management;
o Review of minutes of board meetings;
o Review of Regulatory News Service (RNSs) announcements; and
o Review of legal and professional fees to understand the nature of the
costs and the existence of any non-compliance with laws and regulations.
· As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures which
included but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Other matters which we are required to address
We were appointed by the Board of Directors on 6 July 2022 to audit the
financial statements for the period ending 30 September 2022 and subsequent
financial periods. Our total uninterrupted period of engagement is three
years, covering the periods ending 30 September 2022 to 30 September 2024.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the company and we remain independent of the company in conducting
our audit.
Our audit opinion is consistent with the additional report to the Board.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the company and the company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Daniel Hutson (Senior Statutory Auditor)
15 Westferry Circus
For and on behalf of PKF Littlejohn
LLP
Canary Wharf
Statutory
Auditor
London E14 4HD
31(st) January 2025
PRI0R1TY INTELLIGENCE GROUP PLC
(FOMERLY ALTERATION EARTH PLC)
INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Year ended
Year ended
Notes 30.9.2024 30.9.2023
£ £
CONTINUING OPERATIONS
Revenue - -
Administrative expenses (296,031) (273,415)
OPERATING LOSS (296,031) (273,415)
LOSS BEFORE INCOME TAX 4 (296,031) (273,415)
Income tax 5 - -
LOSS FOR THE YEAR (296,031) (273,415)
Earnings per share expressed in pence per share:
6
Basic and diluted (1.64) (1.52)
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Year ended Year ended
30.9.2024 30.9.2023
£ £
LOSS FOR THE YEAR (296,031) (273,145)
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX - -
TOTAL COMPREHENSIVE LOSS FOR THE
YEAR (296,031) (273,145)
STATEMENT OF FINANCIAL POSITION
30 SEPTEMBER 2024
2024 2023
Notes £ £
ASSETS
CURRENT ASSETS
Trade and other receivables 7 20,040 25,800
Cash and cash equivalents 8 579,250 828,215
599,290 854,015
TOTAL ASSETS 599,290 854,015
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 9 54,000 54,000
Share premium 10 941,522 941,522
Other reserves 10 247,500 217,500
Retained earnings 10 (712,574) (416,543)
TOTAL EQUITY 530,448 796,479
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 11 68,842 57,536
TOTAL LIABILITIES 68,842 57,536
TOTAL EQUITY AND LIABILITIES 599,290 854,015
The financial statements were approved by the Board of Directors and
authorised for issue on 31(st) January 2025 and were signed on its behalf by:
........................................................................
M P Beardmore - Director
Pri0r1ty Intelligence Group Plc
(Company number 13571750)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Called up share capital Retained earnings Share Other Total
premium
reserves equity
£ £
£ £ £
Changes in equity
Balance at 1 October 2022 54,000 (143,128) 941,522 187,500 1,039,894
Total comprehensive income - (273,415) - 30,000 (243,415)
Balance at 30 September 2023 54,000 (416,543) 941,522 217,500 796,479
Changes in equity
Total comprehensive loss - (296,031) - 30,000 (266,031)
Balance at 30 September 2024 54,000 (712,574) 941,522 247,500 530,448
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Year ended Year ended
30.9.2024 30.9.2023
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 (248,965) (241,724)
Net cash from operating activities (248,965) (241,724)
Decrease in cash and cash equivalents (241,724)
(248,965)
Cash and cash equivalents at beginning of year 828,215 1,069,939
2
Cash and cash equivalents at end of year 2 579,250 828,215
NOTES TO THE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM
OPERATIONS
Year ended Year ended
30.9.2024 30.9.2023
£ £
Loss before income tax (296,031) (273,415)
Non cash costs share based payments 30,000 30,000
(266,031) (243,415)
Decrease /(Increase) in trade and other receivables 5,760 (10,389)
Increase in trade and other payables 11,306 12,080
Cash generated from operations (248,965) (241,724)
2. CASH AND CASH EQUIVALENTS
The amounts disclosed on the Statement of Cash Flows in respect of cash and
cash equivalents are in respect of these Statement of Financial Position
amounts:
Year ended 30 September 2024 30.9.2024 1.10.2023
Cash and cash equivalents £ £
579,250 828,215
Period ended 30 September 2023
30.9.2023 1.10.2022
Cash and cash equivalents £ £
828,215 1,069,939
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1. STATUTORY INFORMATION
The Company was incorporated as Alteration Earth Plc on 18 August 2021 in
England and Wales, with registered number 13571750 under Companies Act 2006.
Following the Acquisition (note 16) on 30 December 2024, on 24 December 2024
the name of the Company was changed by resolution to Pri0r1ty Intelligence
Group Plc. The registered office of the Company was changed on 30 December
2024 to 28 Austin Friars, London, EC2N 2QQ. The Company is a public limited
company; it was admitted to the Standard Listing Segment of the London Stock
Exchange on 1 July 2022 and, delisted on 20 December 2024 and was re-admitted
to trading on the AIM market of the London Stock Exchange on 30 December 2024.
The principal activity of the Company following the Acquisition is the
provision of Artificial Intelligence ("AI") products and services.
2. ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with UK-adopted
international accounting standards and with those parts of the Companies Act
2006 applicable to companies reporting under IFRS. The financial statements
have been prepared under the historical cost convention.
The principal accounting policies are set out below and have, unless otherwise
stated, been applied consistently for all periods presented in these Financial
Statements. The Financial Statements are prepared in pounds Sterling and
presented to the nearest pound.
Going concern
The financial statements have been prepared on a going concern basis, which
assumes that the Company will continue in operational existence for the
foreseeable future.
The Company had no revenue during the year but had adequate cash resources to
finance activities to completion of the Acquisition (note 16). Prior to the
Acquisition, the Directors convened a Board meeting on 24 November 2024 to
consider the Acquisition and carefully reviewed the associated business
assumptions together with the pre- and post-completion cash flow forecasts of
the Company and the subsequently acquired business of PAI. The Directors
considered that post-Acquisition the Company, as the enlarged group, would
have sufficient funds available and to reasonably expect to become available,
to continue in operational existence for at least 12 months from the date of
approval of the accounts. Since the date of the Acquisition, the forecast
funding from the placing of new shares was successfully completed, and there
has been no material deviation from the business plan and forecast for the
enlarged group. Accordingly, the Board believes it appropriate to adopt the
going concern basis in the approval of the financial statements.
Accounting Standards
New standards and interpretations not yet adopted
A number of new standards and amendments to standards and interpretations are
effective for annual periods beginning after 1 October 2023 and have not been
applied in preparing these financial statements. None of these are expected to
have a significant effect on the financial statements of the Company.
Accounting Standards
Effective period commencing on or after
Amendments to existing standards
IFRS 17 Introduces an internationally consistent
approach to accounting for insurance contracts. 1 Jan 2023
IAS 12 Deferred Tax related to Assets and Liabilities arising from
a Single Transaction 1 Jan 2023
IAS 12 International Tax Reform – Pillar Two Model Rules 1 Jan 2023
(Amendment)
New standards, interpretations and amendments not yet effective
Accounting Standards Effective period commencing on
or after
IAS 7 and IFRS 7 (Amendments) IAS 7 Statement of Cash Flows: Supplier Finance Agreements, IFRS 7 Financial 1 Jan 2024
Instruments: Disclosures
IFRS 16 (Amendment) Lease Liability in a Sale and Leaseback: Sale and Leaseback with Variable 1 Jan 2024
Payments
IAS 1 Classification of Liabilities as Current or Non-Current, further amended 1 Jan 2024
partially by amendments Non-current Liabilities with Covenants
(Amendments)
IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability 1 Jan 2025
(Amendment)
There are no other IFRSs or IFRIC
interpretations that are not yet effective that would be
expected to have a material impact on the
Company.
Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the entity's accounting policies, management makes
estimates and assumptions that have an effect on the amounts recognised in the
financial information. Although these estimates are based on management's best
knowledge of current events and actions, actual results may ultimately differ
from those estimates. Apart from share based payments and contingent liability
the Directors consider that there are no other critical accounting judgements
or key sources of estimation uncertainly relating to the financial information
of the Company.
Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with financial
institutions. Cash equivalents are short-term, highly-liquid investments with
original maturities of three months or less (as at their date of acquisition).
Cash equivalents are readily convertible to known amounts of cash and subject
to an insignificant risk of change in that cash value.
Financial instruments recognition
A financial asset or financial liability is recognised in the statement of
financial position of the Company when it arises or when the Company becomes
part of the contractual terms of the financial instrument.
Classification
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both of the
following conditions are met:
(1) the asset is held within a business model whose objective is to collect
contractual cashflows; and
(2) the contractual terms of the financial asset generating cash flows at
specified dates only pertain to capital and interest payments on the balance
of the initial capital.
Financial assets which are measured at amortised cost, are measured using the
Effective Interest Rate Method (EIR) and are subject to impairment. Gains and
losses are recognised in profit or loss when the asset is derecognised,
modified or impaired.
Financial liabilities
at amortised cost
Financial liabilities measured at amortised cost using the effective interest
rate method include current borrowings and trade and other payables that are
short term in nature. Financial liabilities are derecognised if the Company's
obligations specified in the contract expire or are discharged or cancelled.
Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the effective
interest rate ("EIR"). The EIR amortisation is included as finance costs in
profit or loss. Trade payables other payables are non-interest bearing and are
stated at amortised cost using the effective interest method.
Derecognition
A financial asset is derecognised when:
(1) the rights to receive cash flows from the asset have expired, or
(2) The Company has transferred its rights to receive cash flows from the
asset or has assumed an obligation to pay the received cash flows in full
without material delay to a third party under a 'pass-through' arrangement?
and either (a) the Company has transferred substantially all the risks and
rewards of the asset, or (b) the Company has neither transferred nor retained
substantially all the risks and rewards of the asset, but has transferred
control of the asset.
Impairment
The Company recognises a provision for impairment for expected credit losses
regarding all financial assets. Expected credit losses are based on the
balance between all the payable contractual cash flows and all discounted cash
flows that the Company expects to receive. Regarding trade receivables, the
Company applies the IFRS 9 simplified approach in order to calculate expected
credit losses. Therefore, at every reporting date, provision for losses
regarding a financial instrument is measured at an amount equal to the
expected credit losses over its lifetime without monitoring changes in credit
risk. To measure expected credit losses, trade receivables and contract assets
have been grouped based on shared risk characteristics.
Taxation
Tax currently payable is based on taxable profit for the period. Taxable
profit differs from profit as reported in the income statement because it
excludes items of income and expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
Company's liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit and is accounted for using the
balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises
from initial recognition of goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled, or the asset realised. Deferred tax is
charged or credited to profit or loss, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and
liabilities on a net basis.
Foreign currency translation
The financial information is presented in Sterling which is the Company's
functional and presentational currency.
Transactions in currencies other than the functional currency are recognised
at the rates of exchange on the dates of the transactions. At each balance
sheet date, monetary assets and liabilities are retranslated at the rates
prevailing at the balance sheet date with differences recognised in the
Statement of comprehensive income in the period in which they arise.
Equity
Share capital is determined using the nominal value of shares that have been
issued.
The Share premium account includes any premiums received on the initial
issuing of the share capital. Any transaction costs associated with the
issuing of shares are deducted from the Share premium account, net of any
related income tax benefits.
Equity-settled share-based payments are credited to a share-based payment
reserve as a component of equity until related options or warrants are
exercised or lapse.
Accumulated losses include all current and prior period results as disclosed
in the income statement.
Share Based Payments
Equity-settled share-based payments are measured at fair value (excluding the
effect of non-market based vesting conditions) at date of grant. The fair
value so determined is expensed on a straight-line basis over the vesting
period, based on the Company's estimate of the number of shares that will
eventually vest and adjusted for the effect of non-market based vesting
conditions. Fair value is measured using the Black Scholes pricing model. The
key assumption used in the model have been adjusted, based on management's
best estimate, for the effects of non-transferability, exercise restrictions
and behavioural considerations.
Share based payments: share warrants
The Company issued warrants to the lead investor and two directors on 1 July
2022. Equity-settled share-based payments are measured at fair value
(excluding the effect of non-market based vesting conditions) at date of
grant. The fair value so determined is expensed on a straight-line basis over
the vesting period, based on the Company's estimate of the number of shares
that will eventually vest and adjusted for the effect of non-market based
vesting conditions. Fair value is measured using the Black Scholes pricing
model.
Share Issue costs
The costs of share issues are charged against the share premium account. Where
the share issue costs are incurred concurrently with another activity such as
a stock market admission and/or an issue of a prospectus or admission document
then the costs of these activities can be difficult to quantify separately and
therefore reliance is placed on management's best estimate of the split of the
costs.
Earnings per share
Basic loss per share is calculated as the loss attributable to equity holders
of the Company for the period, adjusted to exclude any costs of servicing
equity (other than dividends), divided by the weighted average number of
ordinary shares.
Diluted EPS is calculated by dividing the profit attributable to ordinary
equity holders of the Company by the weighted average number of ordinary
shares outstanding during the period plus the weighted average number of
ordinary shares that would be issued on conversion of all the dilutive
potential ordinary shares into ordinary shares.
Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been
identified as the Board as a whole.
Identifying and assessing investment projects was the only activity in which
the Company was involved and therefore considered as the only
operating/reporting segment. Therefore, the financial information of the
single segment is the same a set out in the statement of comprehensive income
and statement of financial position. In future reporting periods the Company
will reflect any post-acquisition operational segmental changes.
3. EMPLOYEES AND DIRECTORS
Year ended Year ended
30.9.2024 30.9.2023
£ £
Directors' remuneration: fair value of warrants granted
30,000 30,000
4. LOSS BEFORE INCOME TAX
The loss before income tax is stated after charging:
Year ended Year ended 30.9.2024 30.9.2023
£ £
Auditors'
remuneration
40,000 34,167
Costs relating to the Acquisition (note
15)
82,800 -
Share based payment charge on grant of
Warrants
30,000 30,000
expensed as Directors' Remuneration
5. INCOME TAX
Analysis of tax expense
No liability to UK corporation tax arose for the year ended 30 September 2024
nor for the period ended 30 September 2023.
A reconciliation of the tax charge / credit appearing in the income statement
to the tax that would result from applying the standard rate of tax to the
results for the period is:
30.09.2024 30.09.2023
£ £
Loss for the period (296,031) (273,415)
Tax credit at the Company's effective rate of corporation tax of 25% (2023:
22%)
(74,008) (60,151)
Impact of losses disallowed for tax purposes 28,200 6,600
Effect of tax losses available for carry forward against future profits 45,808 53,551
Tax charge for the year - -
The Company's unutilised tax losses carried forward at 30 September 2024
amounted to £569,774 (2023:
£386,543). A deferred tax asset has not been recognised due to uncertainty
over the timing of the utilisation of the losses.
Effective corporate tax rate
The standard rate of corporation tax in the UK from 1 April 2023 is 25%, prior
to which the rate was 19%. Accordingly, the Company's effective rate of
corporation tax for the period was 25% (2023: 22%).
6. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period.
Diluted EPS is calculated by dividing the profit attributable to ordinary
equity holders of the Company by the weighted average number of ordinary
shares outstanding during the period plus the weighted average number of
ordinary shares that would be issued on conversion of all the dilutive
potential ordinary shares into ordinary shares.
Reconciliations are set out below.
2024
Weighted
average
number Per-share
Earnings of shares amount pence
£
Basic EPS
Loss attributable to ordinary shareholders (296,031) 18,000,000 (1.64)
Effect of dilutive securities - - -
2023
Weighted
average
number Per-share
Earnings of shares amount pence
£
Basic EPS
Loss attributable to ordinary shareholders (273,415) 18,000,000 (1.52)
Effect of dilutive securities - - -
Diluted EPS are not separately calculated as the warrants would be
anti-dilutive due to the loss, the weighted average number of shares including
the dilution shares is 20,700,000 (2023: 20,700,000).
7. TRADE AND OTHER RECEIVABLES
30.9.2024 30.9.2023
£ £
Current:
Prepayments 20,040 25,800
8. CASH AND CASH EQUIVALENTS
30.9.2024 30.9.2023
£ £
Bank accounts 579,250 828,215
9. CALLED UP SHARE CAPITAL
No of shares Share Capital Share Premium Total
Issued on Incorporation £ £ £ £
Ordinary shares of £0.001 each 2 0.002 - 0.002
Issued on 23 November 2021 Consolidation of shares on 29 November 4 0.004 - 0.004
2021 to £0.003 each 2 0.006 - 0.006
Issued on 1 July 2022 at £0.04 each seed
price 8,999,998 27,000 333,000 360,000
Issued on 1 July 2022 at £0.10 each
subscription price 9,000,000 27,000 873,000 900,000
As at 30 September 2023
18,000,000 54,000 1,206,000
1,260,000
As at 30 September 2024
18,000,000 54,000 1,206,000
1,260,000
The Company has only one class of share. All ordinary shares have equal voting
rights and rank pari passu for the distribution of dividends and repayment of
capital.
10. RESERVES
Retained Share Other
earnings premium reserves Totals
£ £ £ £
At 1 October 2023 (416,543) 941,522 217,500 742,479
Loss for the year (296,031) (296,031)
Share based payments charges - - 30,000 30,000
At 30 September 2024 (712,574) 941,522 247,500 530,448
11. TRADE AND OTHER PAYABLES
30.9.2024 30.9.2023
£ £
Current:
Trade payables -
600
Accrued expenses 68,242 57,536
68,842 57,536
12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company's financial instruments comprise primarily of bank balances. The
main purpose of these financial instruments is to provide working capital for
the Company's operations. The Company does not utilise complex financial
instruments or hedging mechanisms. The Company was not trading nor carrying
out any business activities during the reporting year and prior period and
therefore has not disclosed in this note below all of the disclosure items set
out in IFRS7 as they are not considered material and relevant to its current
status.
Financial assets by category
Current assets 30.09.2024 30.09.2023
Cash and cash equivalents £ 579,250 £ 828,215
Categorised as financial assets measured at amortised cost 579,250 828,215
Financial liabilities by category
30.09.2024 30.09.2023
Current liabilities £ £
Other payables 600 -
Accruals 68,242 57,536
Categorised as financial liabilities measured at amortised cost 68,842 57,536
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations
under a financial instrument or customer contract, leading to a financial
loss. The Company does not have trading activities during the current period
and is not exposed to a risk from counterparties not meeting their
obligations.
Capital management
The Company considers its capital to be equal to the sum of its total equity.
The Company monitors its capital using a number of key performance indicators
including cash flow projections, working capital ratios, the cost to achieve
development milestones and potential revenue from partnerships and ongoing
licensing activities.
The Company's objective when managing its capital is to ensure it obtains
sufficient funding for continuing as a going concern. The Company funds its
capital requirements through the issue of new shares to investors.
Interest rate risk
The nature of the Company's activities and the basis of funding are such that
the Company will have significant liquid resources. The Company will use these
resources to meet the cost of operations.
The Company is not financially dependent on the income earned on these
resources and therefore the risk of interest rate fluctuations is not
significant to the business and the Directors have not performed a detailed
sensitivity analysis
Liquidity risk
The Company's liquid resources are invested having regard to the timing of
payment to be made in the ordinary course of the Company's activities. All
financial liabilities are payable in the short term (between 0 to 3 months)
and the Company maintains adequate bank balances to meet those liabilities.
The directors have considered the Company's cash flows for a period of 12
months from the date of approval of these financial statements and do not
consider that the Company is subject to any significant liquidity risk.
Currency risk
The Company operates in a global market with income and costs possibly arising
in a number of currencies. The majority of the operating costs are incurred in
£GBP. The Company does not hedge potential future income or costs, since the
existence, quantum and timing of such transactions cannot be accurately
predicted. The Company did not have foreign currency exposure at period end.
13. CAPITAL COMMITMENTS
There were no capital commitments at either 30 September 2024 or 2023.
14. CONTINGENT LIABILITY
During the reporting year the Company entered into an agreement with GEL
wherein a fee of £72,000 would become payable in the event the Company
successfully completed an acquisition. At the reporting date of 30 September
2024 there was in the opinion of the directors no probability of an
acquisition and therefore no provision made in the financial statements for
contingent liability at 30 September 2024. After the reporting date, the
Company identified and entered into acquisition negotiations and on 30
December 2024 the Company completed the Acquisition (note 16) and the amount
has become payable.
15. RELATED PARTY DISCLOSURES
a) Key managerial personnel
M Beardmore is a director of the Company and in the financial period ended 30
September 2022 had subscribed £28,000 for shares in the Company, he was also
granted 450,000 warrants on 1 July 2022 which have been fair valued at
£45,000 and the charge for these in the year was £15,000 (2023: £15,000).
There were no amounts outstanding between M Beardmore and the Company at 30
September 2024 and 2023.
M Beardmore is the Chief Executive Officer of Primorus Investments PLC (Prim)
a significant shareholder in the Company.
M Samworth was a director of the Company during the reporting year to 30
September 2024 and in the financial period ended 30 September 2022had
subscribed £28,000 for shares in the Company, he was also granted 450,000
warrants on 1 July 2022 which have been fair valued at £45,000 and the charge
for these in the year was £15,000 (2023: £15,000). There were no amounts
outstanding between M Samworth and the Company at 30 September 2024 and 2023.
b) Other related parties
S Holden has been the Company Secretary from incorporation to the date of
approval of these financial statements. He subscribed £28,000 for shares in
the Company after ceasing to hold office as a director through his wholly
owned company Golden Sky Advisory Limited (GSAL). GSAL has provided
consultancy services of S Holden to the Company and the amount charged in the
year was £36,000 (2023: £36,000) inclusive of VAT during the period. The
Company owed £9,000 in accrued fees to GSAL at 30 September 2024 (2023:
£9,000).
Prim had a stake in the Company on its Admission to the LSE Standard Listing
segment, funded and underwrote the costs of the Admission and subscribed for
further shares at Admission. Prim was granted 1,800,000 warrants on 1 July
2022 which were fair valued in a previous financial period at £180,000 and
fully charged in the period ended 30 September 2023. At 30 September 2023, 30
September 2024 and at the date of the Acquisition, Prim held 5,000,000 shares
in the Company (a holding of 27.7% pre-enlargement on the placing of new
shares at the date of the Acquisition). Between December 2023 and August 2024,
PAI raised £1,050,460 including £300,460 from Prim. There were no amounts
outstanding between Prim and the Company at 30 September 2024 and 2023.
Gneiss Energy Limited (GEL) acted as a corporate finance consultant to the
Company; the amount charged in the year was £27,000 (2023: £78,000 inclusive
of VAT during the period). The charge was for corporate finance advice by GEL
and not for director services. A Coull is an employee of GEL and was a
director of the Company as stipulated in the engagement terms of GEL. There
were no amounts outstanding between Gneiss and the Company at 30 September
2024 and 2023.
16. EVENTS AFTER THE REPORTING PERIOD
On 30 December 2024 the Company completed the acquisition as a Reverse
Takeover ("RTO") of Pri0r1ty AI Ltd ("PAI") ("Acquisition"), the shares of the
Company were re-listed on Admission to the AIM market of the London Stock
Exchange, and the name of the Company was changed from Alteration Earth Plc to
Pri0r1ty Intelligence Group Plc.
Acquisition
PAI has developed a technology centered, human delivery AI platform built to
help businesses grow, where customers subscribing to Pri0r1ty products will be
able to unlock a range of business growth services. As at 30 November 2024 PAI
had signed up 20 customers. Between December 2023 and August 2024, PAI raised
£1,050,460 including £300,460 from Primorus Investments Plc, a shareholder
and holder of warrants in the Company.
As consideration for the Acquisition of PAI, the Company issued 72,000,000 new
shares at a price of £0.135 per share, for consideration of £9,720,000.
In connection with the Acquisition, the Company raised £855,000 before
placing costs of £57,876, by a placing of 6,333,329 new shares in the Company
at a price of £0.135 per share. Following these issues of new shares, the
issued share capital of the Company was enlarged Company from 18,000,000
shares to 96,333,329.
On Acquisition, the Company issued 240,833 broker's warrants exercisable at
the issue price of £0.135 and 6,723,940 consideration warrants exercisable at
£0.03 per share, increasing warrants outstanding to 9,664,773 representing
9.1% of fully diluted capital of 105,998,102 shares.
On Acquisition, the Company became liable to pay GEL a success fee of
£72,000.
On 30 December 2024 the Company made certain changes to the Board. Matthew
Beardmore continues as a non-executive director as Chairman, replacing Martin
Samworth on his resignation. Joining the Board were James Sheehan as director
and Chief Executive Officer, Daniel Maling as director and Chief Financial
Officer, with Karen Lewis-Hollis and Philip Adler appointed as non-executive
directors.
17. ULTIMATE CONTROLLING PARTY
In the opinion of the directors there was no single ultimate controlling party
post-Acquisition or at either 30 September 2024 or 30 September 2023.
18. SHARE-BASED PAYMENT RESERVE
In the period ended 30 September 2022, share warrants were granted to two
directors who were involved as key management personnel in setting up the
Company and formulating its strategy. Warrants were also granted to the lead
Investor for their role in underwriting the listing costs and lending support
with attracting other investors.
All warrants were issued on the Company's shares being admitted to trading.
Exercise dates and exercise prices are shown in this note below. The
directors' warrants can only be exercised after an RTO and readmission of the
Company's shares. All warrants are settled in the Company's equity.
30.09.2024 30.09.2023
Balance at 1 October 217,500 187,500
Charge in the period for fair value of directors' warrants 30,000 30,000
Balance at 30 September 247,500 217,500
The charge for directors' warrants was spread over the 3 year period from 1
July 2022 being the date of grant.
The 3 year period was determined by the Company having 2 years from admission
plus a possible 1 year extension to agree the terms of a reverse takeover and
be re-admitted to a recognised stock exchange.
The Company determined the fair value of its share options granted using a
model based on the Black- Scholes-Merton methodology. In determining the fair
value of its share options granted, the Company made the following
assumptions.
Share Exercise Expected Expected Expected Risk Fair Value
Dividend Free at Date of
Grant Date Price Price Life Years Volatility Yield Interest Grant
01/07/2022 10p 0.003p 3 404% 0% 2.2% 10p
Expected volatility was determined by reference to historical data for a
similar Special Purpose Acquisition Company in the same market sector and
listed on the same exchange.
The warrants outstanding at the period end have a weighted average remaining
contractual life of 3 years (2023: 4 years). The exercise price of the
warrants is £0.003 per share.
As at 30 September 2024 and 2023 there were 2,700,000 warrants outstanding.
Details of the warrants outstanding are as follows:
Grant Date Exercisable from Expiry Date Number Outstanding Exercise Price
01/07/2022 01/07/2022 30/06/2027 1,800,000 0.003p
01/07/2022 see a below see a below 900,000 0.003p
Warrants remain exercisable at any time within the 5 years from the date of
readmission of the ordinary shares to trading on a recognised stock exchange
following the Acquisition.
APPENDIX
Pri0r1ty AI Ltd and it's controlled entities
Consolidated statement of comprehensive income
For the period from incorporation to 30 September 2024
Period from 27
Oct to 30 September 2024
Note £
Revenue 7,965
Administrative expenses 3 (550,798)
Operating loss (542,833)
Loss before taxation -
Taxation on profit on ordinary activities 5 -
Loss for the period (542,833)
Other comprehensive income -
Total comprehensive loss for the period attributable to shareholders of the (542,833)
Group
Earnings per share (basic and diluted) attributable to the equity holders 6 (0.54)
(pence)
The notes form an integral part of the financial statements
Pri0r1ty AI Ltd and it's controlled entities
Consolidated statement of financial position
As at 30 September 2024
As at 30 September 2024
Note £
NON-CURRENT ASSETS
Intangible assets 7 540,000
TOTAL NON-CURRENT ASSETD 540,000
CURRENT ASSETS
Trade and other receivables 9 302,960
Cash and cash equivalents 8 257,012
TOTAL CURRENT ASSETS 559,972
TOTAL ASSETS 1,099,972
EQUITY
Share capital 11 214,160
Share premium 11 1,246,300
Retained earnings (542,833)
TOTAL EQUITY 917,627
CURRRENT LIABILITIES
Trade and other payables 10 182,345
TOTAL CURRENT LIABILITIES 182,345
TOTAL LIABILITIES 182,345
TOTAL EQUITY AND LIABILITIES 1,099,972
The notes form an integral part of the financial statements
Pri0r1ty AI Ltd and it's controlled entities
Consolidated statement of changes in equity
For the period from incorporation to 30 September 2024
Share capital Share premium Retained earnings Total equity
£ £ £ £
Loss for the period - - (542,833) (542,833)
Total comprehensive income for the period - - (542,833) (542,833)
Transactions with owners in own capacity
Ordinary Shares issued in the period 214,160 1,246,300 - 1,460,460
Share issue costs - - - -
Transactions with owners in own capacity 214,160 1,246,300 - 1,460,460
Balance at 30 September 2024 214,160 1,246,300 (542,833) 917,627
Pri0r1ty AI Ltd and it's controlled entities
Consolidated statement of cashflows
For the period from incorporation to 30 September 2024
Notes Period ended
30 September 2024
£
Cash flow from Operating Activities
Loss for the period (542,833)
Adjustments for:
Share based payments 60,000
Changes in working capital:
Increase in other current assets (153,461)
Increase in trade and other payables (17,154)
Net cash used in operating activities (653,448)
Cash flow from Investing activities
Purchase of intangible asset (50,000)
Net cash used in investing activities (50,000)
Cash flows from Financing Activities
Proceeds from issuance of ordinary shares 960,460
Net cash generated from financing activities 960,460
Net (decrease) / increase in cash and cash equivalents 257,012
Cash and cash equivalents at beginning of period -
Cash and cash equivalents at the end of the period 257,012
Material Non-Cash Transactions:
· £440,000 shares were issued as consideration for the purchase of
intangible assets; and
· £60,000 of payables was settled via the issue of shares.
The notes form an integral part of the financial statements
1. General Information
The Company was incorporated on 27 October 2023 in England and Wales with
Registered Number 15241564 under the Companies Act 2006. The principal
activity of the Company is the development of software harnessing AI
capabilities.
The address of its registered office is 28 Austin Friars, London, England,
EC2N 2QQ.
The Directors of the Company are responsible for the unaudited financial
statements.
2 ACCOUNTING POLICIES
IAS 8 requires that management shall use its judgement in developing and
applying accounting policies that result in information which is relevant to
the economic decision-making needs of users, that are reliable, free from
bias, prudent, complete and represent faithfully the financial position,
financial performance and cash flows of the entity.
2.1 BASIS OF PREPARATION
The unaudited financial statements of Prior1ty AI ltd for the period ended 30
September 2024 has been prepared in accordance with UK-adopted International
Accounting Standards ('IFRS'). Unaudited financial statements presents the
results for the Group for the period from 27 October 2023 to 30 September
2024.
There was no comparative period.
The unaudited financial statements has been prepared under the historical cost
convention.
The unaudited financial statements have been prepared using UK adopted
International accounting standards. The unaudited financial statements has
been prepared using the measurement bases specified by IFRS for each type of
asset, liability, income and expense.
The unaudited financial statements is presented in £ unless otherwise stated,
which is the Company's functional and presentational currency.
2.2 BASIS OF CONSOLIDATION
The consolidated unaudited financial information incorporates the financial
information of the Company and entities controlled by the Company (its
subsidiaries) made up to 30 September each year. Per IFRS 10, control is
achieved when the Company:
· has the power over the investee;
· is exposed, or has rights, to variable returns from its
involvement with the investee; and
· has the ability to use its power to affects its returns.
The Company reassesses 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 listed above. When the Company has less than a majority
of the voting rights of an investee, it considers that it has power over the
investee when the voting rights are sufficient to give it the practical
ability to direct the relevant activities of the investee unilaterally. The
Company considers all relevant facts and circumstances in assessing whether or
not the Company's voting rights in an investee are sufficient to give it
power, including:
· the size of the Company's holding of voting rights relative to the
size and dispersion of holdings of the other vote holders;
· potential voting rights held by the Company, other vote holders or
other parties;
· rights arising from other contractual arrangements; and
· any additional facts and circumstances that indicate that the Company
has, or does not have, the current ability to direct the relevant
activities at the time that decisions need to be made, including voting
patterns at previous shareholders' meetings.
Consolidation of a subsidiary begins when the Company obtains control over the
subsidiary and ceases when the Company loses control of the subsidiary.
Specifically, the results of subsidiaries acquired or disposed of during the
year are included in profit or loss from the date the Company gains control
until the date when the Company ceases to control the subsidiary. Where
necessary, adjustments are made to the financial statements of subsidiaries to
bring the accounting policies used into line with the Group's accounting
policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows
relating to transactions between the members of the Group are eliminated on
consolidation.
The Group recognises any non-controlling interest in the acquired entity at
the non-controlling interest's proportionate share of the acquired entity's
net identifiable assets. Subsequent to acquisition, the carrying amount of
non-controlling interests is the amount of those interests at initial
recognition plus the non-controlling interests' share of subsequent changes in
equity.
Profit or loss and each component of other comprehensive income are attributed
to the owners of the Company and to the non-controlling interests. Total
comprehensive income of the subsidiaries is attributed to the owners of the
Company and to the non-controlling interests even if this results in the
non-controlling interests having a deficit balance.
As at 30 September 2024, the Company owned interests in the following
subsidiary undertakings, which are included in the consolidated financial
statements:
Name Registration number Incorporation date Holding Business activity Country of incorporation Registered address
Pri0r1ty Holdings Limited 15217791 17 October 2023 100% Dormant England & Wales 28 Austin Friars, London, England, EC2N 2QQ.
Pri0r1ty Limited 15274875 10 November 2023 100% Dormant England & Wales 28 Austin Friars, London, England, EC2N 2QQ.
2.3 NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS ADOPTED
The Company has adopted all of the new and amended standards and
interpretations issued by the International
Accounting Standards Board that are relevant to its operations and effective
for accounting periods commencing on or after 1(st) January 2023.
2.4 NEW STANDARDS AND INTERPRETATIONS ADOPTED
The Group has adopted the below standards, amendments or interpretations for
the first time for its unaudited financial statements commencing 27 October
2023 which do not have a material impact on the Group:
Standard Effective Date
IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: 1 January 2023
Disclosure of Accounting Policies
IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors - 1 January 2023
Definition of Accounting Estimates
IAS 12 Income Taxes - Deferred Tax related to Assets and Liabilities arising 1 January 2023
from a Single Transaction
IAS 12 International Tax Reform: Pillar Two Model Rules 1 January 2023
IFRS 17 Insurance contracts 1 January 2023
At the date of approval of these unaudited financial statements, the following
standards and interpretations which have not been applied in these financial
statements were in issue but not yet effective (and in some cases have not yet
been adopted by the UK):
Standard Effective Date
Amendments to IAS 1 - Classification of Liabilities as Current or Non Current 1 January 2024
Amendments to IAS 21 - Lack of Exchangeability 1 January 2025
The effect of these new and amended Standards and Interpretations which are in
issue but not yet mandatorily effective is not expected to be material.
2.5 GOING CONCERN
The unaudited financial statements has been prepared on a going concern basis,
which assumes that the consolidated group will have access to sufficient
liquid resources to enable them to continue in operational existence for the
foreseeable future and not less than twelve months from the date of signing
this report.
Taking these matters into consideration, the Directors consider that the
continued adoption of the going concern basis is appropriate having reviewed
the forecasts for the coming 18 months and the unaudited financial statements
does not reflect any adjustments that would be required if they were to be
prepared other than on a going concern basis.
2.6 SEGMENT REPORTING
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision makers. The chief operating
decision makers, who are responsible for allocating resources and assessing
performance of the operating segments, has been identified as the executive
Board of Directors.
All operations and information are reviewed together so that at present there
is only one reportable operating segment.
2.7 FOREIGN CURRENCY TRANSLATION
Functional and presentation currency
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the transactions
or valuation where items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the income statement, except when
deferred in other comprehensive income as qualifying cash flow hedges and
qualifying net investment hedges. Foreign exchange gains and losses that
relate to borrowings and cash and cash equivalents are presented in the income
statement within 'finance income or costs'. All other foreign exchange gains
and losses are presented in the income statement within 'Other (losses)/gains
- net'.
Translation differences on non-monetary financial assets and liabilities such
as equities held at fair value through profit or loss are recognised in profit
or loss as part of the fair value gain or loss. Translation differences on
non-monetary financial assets measure at fair value, such as equities
classified as available for sale, are included in other comprehensive income.
Transactions and balances
Transactions denominated in a foreign currency are translated into the
presentational currency at the exchange rate at the date of the transaction.
Assets and liabilities in foreign currencies are translated to the
presentational currency at rates of exchange ruling at statement of financial
position date. Gains or losses arising from settlement of transactions and
from translation at period-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the statement
of comprehensive income for the period.
2.8 IMPAIRMENT OF NON-FINANCIAL ASSETS
Non-financial assets and intangible assets not subject to amortisation are
tested annually for impairment at each reporting date and whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable.
An impairment review is based on discounted future cash flows. If the expected
discounted future cash flow from the use of the assets and their eventual
disposal is less than the carrying amount of the assets, an impairment loss is
recognised in profit or loss and not subsequently reversed.
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are largely independent cash flows (cash generating
units or 'CGUs').
2.9 CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash at bank and in hand, with banks and
other financial institutions.
2.10 TRADE AND OTHER RECEIVABLES
Trade receivables are initially recognised at fair value and subsequently
measured at amortised cost using the effective interest method, less any
allowance for expected credit losses. Trade receivables are generally due for
settlement within 90 days. The Company has applied the simplified approach to
measuring expected credit losses, which uses a lifetime expected loss
allowance. To measure the expected credit losses, trade receivables have been
grouped based on days overdue. Other receivables are recognised at amortised
cost, less any allowance for expected credit losses.
2.11 TRADE AND OTHER PAYABLES
Trade and other payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from suppliers. Accruals
and accounts payable are classified as current liabilities if payment is due
within one year or less. If not, they are presented as non-current
liabilities.
Trade payables are recognised initially at fair value, and subsequently
measured at amortised cost using the effective interest method.
2.12 FINANCIAL INSTRUMENTS
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
a) Classification
The Group classifies its financial assets in the following measurement
categories:
· those to be measured at amortised cost.
The classification depends on the Group's business model for managing the
financial assets and the contractual terms of the cash flows.
The Group classifies financial assets as at amortised cost only if both of the
following criteria are met:
· the asset is held within a business model whose objective is to
collect contractual cash flows; and
· the contractual terms give rise to cash flows that are solely
payment of principal and interest.
b) Recognition
Purchases and sales of financial assets are recognised on trade date (that
is, the date on which the Group commits to purchase or sell the asset).
Financial assets are derecognised when the rights to receive cash flows
from the financial assets have expired or have been transferred and the Group
has transferred substantially all the risks and rewards of ownership.
c) Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit
or loss.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and interest,
are measured at amortised cost. Interest income from these financial
assets is included in finance income using the effective interest rate
method. Any gain or loss arising on derecognition is recognised directly in
profit or loss and presented in other gains/(losses) together with foreign
exchange gains and losses. Impairment losses are presented as a separate line
item in the statement of profit or loss.
d) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost.
The impairment methodology applied depends on whether there has been a
significant increase in credit risk. For trade receivables, the Group applies
the simplified approach permitted by IFRS 9, which requires expected lifetime
losses to be recognised from initial recognition of the receivables.
2.13 EQUITY
Share capital is determined using the nominal value of shares that have been
issued.
The share premium account includes any premiums received on the initial
issuing of the share capital. Any transaction costs associated with the
issuing of shares are deducted from the share premium account, net of any
related income tax benefits.
Retained losses includes all current and prior period results as disclosed in
the income statement.
2.14 EARNINGS PER SHARE
Basic earnings per share is calculated as profit or loss attributable to
equity holders of the parent for the period, adjusted to exclude any costs of
servicing equity (other than dividends), divided by the weighted average
number of ordinary shares, adjusted for any bonus element.
2.15 TAXATION
The taxation expense for the year comprises current and deferred tax and is
recognised in the statement of comprehensive income except to the extent that
it relates to items recognised in other comprehensive income, or directly in
equity, in which case the tax expense is also recognised in other
comprehensive income or directly in equity.
Current tax is the amount of income tax payable in respect of the taxable
profit for the current or past reporting periods. It is calculated on the
basis of tax rates and laws that have been enacted or substantively enacted by
the statement of financial position date.
Deferred tax represents the future tax consequences of transactions and events
recognised in the consolidated financial statements of current and previous
periods and arises from 'temporary differences'. Deferred tax is recognised in
respect of all temporary differences, except that unrelieved tax losses and
other deferred tax assets are recognised only to the extent that it is
probable that they will be recovered against the reversal of deferred tax
liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted
or substantively enacted by the statement of financial position date that are
expected to apply to the reversal of the temporary differences.
2.16 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
In the process of applying the entity's accounting policies, management makes
estimates and assumptions that have an effect on the amounts recognised in the
financial information. Although these estimates are based on management's best
knowledge of current events and actions, actual results may ultimately differ
from those estimates. The following is the critical judgement the Directors
have made in the process of applying the Group's accounting policies.
There are no critical accounting judgements or key sources of estimation
uncertainty applicable to these unaudited financial statements.
3. EXPENSES BY NATURE
Operating loss from continued operations for the period ended 30 September
2024 can be broken down as follows:
Period ending 30 September 2024
£
Consulting and advisory fees 220,253
Directors' remuneration 110,111
Insurance expense 445
Accounting fees 69,065
Office expenses 18,243
Legal fees 60,280
Advertising & Marketing 54,908
Travel expenses 8,175
Bank charges 660
Other expenses 8,658
550,798
4. EMPLOYEES
The Group had 2 employees during the period. The average number of employees
for the period was 2. All employees of the Group during the period were
Directors who were engaged via service contracts. Please see below for further
details. There were no other staff in the period.
Period ending 30 September 2024
£
Director fees 110,111
110,111
5. TAXATION
No liability to incomes taxes arise in the year.
Period ending 30 September 2024
£
A reconciliation of the tax charge appearing in the income statement to the
tax that would result from applying the standard rate of tax to the results
for the year is:
Loss for the period (542,833)
Tax charge at the standard rate of corporation tax in UK of 25% (135,708)
Tax effects of:
Expenses not deductible for tax purposes -
Tax losses for which no deferred income tax asset was recognised 135,708
Income tax charge for the period -
Estimated tax losses of £542,833 are available for relief against future
profits and a deferred tax asset of £135,708.
6. EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share is calculated by
dividing the loss attributable to equity holders of the Company by the
weighted average number of ordinary shares in issue during the period.
Period ending 30 September 2024
£
Loss attributable to equity holders of the Company (542,833)
Weighted number of ordinary shares in issue 100,489,676
Basic and dilutive earnings per share from continuing operations - pence (0.54)
There is no difference between the diluted loss per share and the basic loss
per share presented due to the fact that there are no other equity instruments
in issue at the period end.
7. INTANGIBLE ASSET
Technology & IP Total
£ £
Cost
At 27(th) October 2023 - -
Acquired through asset acquisition 540,000 540,000
At 30 September 2024 540,000 540,000
Amortisation
At 27(th) October 2023 - -
Amortisation - -
Impairment Charge - -
At 30 September 2024 - -
Carrying value
At 30 September 2024 540,000 540,000
During this period, the Company acquired an intangible asset from Sports Media
Ventures Ltd. Refer to note 21 for further details.
At 30 September 2024, the Group performed its annual impairment test on its
acquired IP & Technology asset and identified no indicators of impairment
in line with IAS 36 "Impairment of Assets." The asset is fully operational and
continues to provide significant strategic value to the Group. At the test
date, it was determined given the product is pre-revenue, there was
insufficient evidence to estimate a value-in-use based on discounted future
cash flows from the asset.
The Group has determined that the asset has an indefinite useful life for the
followings reasons:
· There are no legal, regulatory, or contractual factors that would
limit the period during which the software can be used;
· The software is regularly updated and maintained, ensuring its
relevance and effectiveness over the long term;
· The Group intends to continue using the software and it is
forecasted to generate revenues for the Group indefinitely.
These factors support the assessment that the software has an indefinite
useful life, which will be reviewed annually to ensure it remains
appropriate."
Accordingly, the Group has concluded that the estimated recoverable amount of
the asset exceeded the carrying amount, and therefore, no impairment was
identified.
8. CASH AND CASH EQUIVALENTS
As at 30 September 2024
£
Cash at Bank 257,012
257,012
9. OTHER CURRENT ASSETS
As at 30 September 2024
£
Accounts Receivable 2,000
Directors loan 25,500
Prepayments 65,503
VAT 60,457
Other receivables 149,500
302,960
10. TRADE AND OTHER PAYABLES
As at 30 September 2024
£
Trade creditors 132,345
Other payables 50,000
182,345
11. SHARE CAPITAL AND PREMIUM
Number of shares Ordinary shares Share premium Total
Number £ £ £
On incorporation(1) 100,000,000 100,000 - 100,000
Consideration shares (2) 40,000,000 40,000 360,000 400,000
Shares issued in lieu of services (3) 6,000,000 6,000 54,000 60,000
Proceeds from shares issued(4) 35,000,000 35,000 315,000 350,000
Proceeds from shares issued(5) 33,160,241 33,160 517,300 550,460
Share Issue Costs - - - -
Balance at 30 September 2024 214,160,241 214,160 1,246,300 1,460,460
(1- 100,000,000 shares were issued at £0.001 nominal value at
incorporation of the Company. £40,000 of shares was issued to the Directors
of Sports Media Ventures for the acquisition of the intellectual property.)
(2- 40,000,000 shares at £0.01 were issued for the
acquisition of the intellectual property held by Sports Media Ventures - Refer
to note 7 for further information)
(3- 6,000,000 shares at £.01p were issued to consultants in
lieu of cash payment for services provided)
(4- 35,000,000 shares were issued at £0.01 for total
consideration of £350,000)
(5- 33,160,241 shares were issued at £0.0166 for total
consideration of £550,460)
The share premium represents the difference between the nominal value of the
shares issued and the actual amount subscribed less; the cost of issue of the
shares, the value of the bonus share issue, or any bonus warrant issue.
The par value of ordinary shares is £0.001 per share. All issued shares are
fully paid.
12. WARRANTS
As at 30 September 2024
Weighted average exercise price Number of
warrants
Brought forward - -
Granted in year £0.01 100,000,000
Vested in year £0.01 100,000,000
Outstanding at 30 September 2024 £0.01 100,000,000
Exercisable at 30 September 2024 £0.01 100,000,000
The weighted average time to expiry of the warrants as at 30 September 2024 is
4.3 years.
13. CAPITAL MANAGEMENT POLICY
The Directors' objectives when managing the Group's capital are to safeguard
the Group's ability to continue as a going concern in order to provide returns
for shareholders and benefits for other stakeholders and to maintain an
optimal capital structure to reduce the cost of capital. The capital structure
of the Group consists of equity attributable to equity holders of the Group,
comprising issued share capital and reserves.
14. FINANCIAL INSTRUMENTS
The Company's accounting policies and methods adopted, including the criteria
for recognition, the basis on which income and expenses are recognised in
respect of each class of financial asset and equity instrument are set out in
Note 2.12 to the unaudited financial statements. The Company does not use
financial instruments for speculative purposes.
15. FINANCIAL RISK MANAGEMENT
The Directors use a limited number of financial instruments, comprising cash
and other receivables, which arise directly from the Company's initial
operations. The Group does not trade in financial instruments.
16. FINANCIAL RISK FACTORS
The Group as a non-trading entity has had limited financial risks during the
period. The Directors' overall risk management programme focuses on the
maintenance of adequate cash to fulfil the working capital requirements of the
Company.
Fair values
The Directors assessed that the fair values of the other payables approximate
their carrying amounts.
17. FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Financial assets at amortised cost Financial liabilities at amortised cost Total
2024 £ £ £
Financial assets / liabilities
Cash and cash equivalents 257,012 - 257,012
Other current assets 235,457 - 235,457
Trade and other payables - (182,345) (182,345)
492,469 (182,345) 310,124
18. CAPITAL COMMITMENTS
There are no capital commitments at 30 September 2024.
19. CONTINGENT LIABILITIES
There are no contingent liabilities as at 30 September 2024.
20. COMMITMENTS UNDER OPERATING LEASES
There were no commitments under operating leases at 30 September 2024.
21. RELATED PARTY TRANSACTIONS.
Purchase of intangible asset
During this period, the Company acquired an intangible asset from Sports Media
Ventures Ltd., a company affiliated with James Sheehan and Daniel Gee, for a
total consideration of £500,000. The payment was structured as follows: the
Company issued 40,000,000 ordinary shares at £0.001 each, amounting to
£400,000, to the seller, and paid an additional £50,000 in cash. The
remaining £50,000 is contingent upon the successful listing on AIM.
Furthermore, the Company assumed liabilities totalling £40,000, with £20,000
owed to The Equities Exchange, a company related to James Sheehan, and
£20,000 owed to Daniel Gee. The £40,000 outstanding was settled via the
issue of shares to both parties.
Share issue
During the year Directors James Sheehan was issued an additional 1,500,000
shares at 1p in lieu of services provided.
Warrant issue
As part of the initial seed round Directors Daniel Gee and James Sheehan (via
The Equities Exchange Ltd) were issued 20,000,000 and 24,300,000 of founder
warrants. On 20 December 2024 as part of the acquisition of the Company 80% of
these warrants were surrendered with the remaining balance purchased via the
issue of consideration warrants in Alteration Earth PLC. The warrants have a
strike price of £.03p and expiry date of 30 December 2026.
22. ULTIMATE CONTROLLING PARTY
In the opinion of the Directors as at the year end and the date of this
unaudited financial statements there is no single ultimate controlling party.
23. EVENTS AFTER THE REPORTING PERIOD
Reverse take-over
On 30 December 2024, Pri0r1ty AI ltd completed a Reverse Take Over (RTO) with
its entire share capital acquired by Pri0r1ty Intelligence Group (Formerly
Alteration Earth PLC ) (under the ticker "PR1") and the enlarged group listing
onto AIM, a market operated by the London Stock Exchange. As part of the
transaction the Company converted its corporate structure from a PLC to a
Limited Company and shareholders of Pri0r1ty AI Ltd received 72,000,000
ordinary shares in PR1 for a total consideration of £0.135 per share.
Surrender of warrants
Upon the successful RTO existing warrant holders agreed to surrender 80% of
the existing warrants held in the Company together with all and any rights in
the Surrendered Warrants. A total of 80,000,000 warrants were surrendered to
the Company.
No other subsequent events noted.
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