|
|
|
|
Financial Statements
|
Contents
|
Pages
|
Officers and professional advisers
|
1
|
Strategic report
|
2 to 5
|
Directors' report
|
6 to 8
|
Independent auditor's report to the members
|
9 to 11
|
Consolidated statement of income and retained earnings
|
12
|
Company statement of income and retained earnings
|
13
|
Consolidated statement of financial position
|
14
|
Company statement of financial position
|
15
|
Consolidated statement of cash flows
|
16
|
Notes to the financial statements
|
17 to 28
|
|
Officers and Professional Advisers
|
The board of directors
|
|
|
|
|
|
|
|
Registered office
|
|
|
|
|
|
Auditor
|
|
Chartered accountants & statutory auditor
|
|
The Pinnacle
|
|
160 Midsummer Boulevard
|
|
Milton Keynes
|
|
MK9 1FF
|
|
|
Strategic Report
|
|
Director
|
|
Directors' Report
|
|
|
|
|
|
|
|
|
|
Director
|
|
Independent Auditor's Report to the Members of
|
|
(Senior Statutory Auditor)
|
For and on behalf of
|
|
Chartered accountants & statutory auditor
|
The Pinnacle
|
160 Midsummer Boulevard
|
Milton Keynes
|
MK9 1FF
|
|
Consolidated Statement of Income and Retained Earnings
|
2019
|
2018
|
||
Note
|
£
|
£
|
|
Turnover
|
4
|
|
|
Cost of sales
|
|
|
-------------
|
-------------
|
|
Gross profit
|
|
|
Administrative expenses
|
|
|
|
-------------
|
-------------
|
||
Operating loss
|
5
|
(
|
(
|
Interest payable and similar expenses
|
8
|
|
–
|
-------------
|
-------------
|
||
Loss before taxation
|
(
|
(
|
|
Tax on loss
|
9
|
(
|
(
|
-------------
|
------------
|
||
Loss for the financial year and total comprehensive income
|
(
|
(
|
|
-------------
|
------------
|
||
Retained losses at the start of the year
|
(
|
(
|
-------------
|
-------------
|
|
Retained losses at the end of the year
|
(
|
(
|
-------------
|
-------------
|
|
|
Company Statement of Income and Retained Earnings
|
2019
|
2018
|
|
Note
|
£
|
£
|
Loss for the financial year and total comprehensive income
|
(
|
(
|
Retained losses at the start of the year
|
(
|
(
|
-------------
|
-------------
|
|
Retained losses at the end of the year
|
(
|
(
|
-------------
|
-------------
|
|
|
Consolidated Statement of Financial Position
|
2019
|
2018
|
|
Note
|
£
|
£
|
Intangible assets
|
10
|
|
–
|
Tangible assets
|
11
|
|
–
|
------------
|
----
|
||
|
–
|
||
Debtors
|
13
|
|
|
Cash at bank and in hand
|
|
|
|
-------------
|
------------
|
||
|
|
||
Creditors: amounts falling due within one year
|
14
|
(
|
(
|
-------------
|
-------------
|
||
Net current liabilities
|
(
|
(
|
|
-------------
|
-------------
|
||
Total assets less current liabilities
|
(
|
(
|
|
Creditors: amounts falling due after more than one year
|
15
|
(
|
(
|
-------------
|
-------------
|
||
Net liabilities
|
(
|
(
|
|
-------------
|
-------------
|
||
Called up share capital
|
20
|
|
|
Other reserves, including the fair value reserve
|
21
|
|
|
Profit and loss account
|
21
|
(
|
(
|
-------------
|
-------------
|
||
Shareholders deficit
|
(
|
(
|
|
-------------
|
-------------
|
||
|
Director
|
|
Company Statement of Financial Position
|
2019
|
2018
|
|
Note
|
£
|
£
|
Tangible assets
|
11
|
|
–
|
Investments
|
12
|
|
–
|
------------
|
----
|
||
|
–
|
||
Debtors
|
13
|
|
|
Cash at bank and in hand
|
|
|
|
-------------
|
------------
|
||
|
|
||
Creditors: amounts falling due within one year
|
14
|
(
|
(
|
-------------
|
-------------
|
||
Net current liabilities
|
(
|
(
|
|
-------------
|
-------------
|
||
Total assets less current liabilities
|
(
|
(
|
|
Creditors: amounts falling due after more than one year
|
15
|
(
|
(
|
-------------
|
-------------
|
||
Net liabilities
|
(
|
(
|
|
-------------
|
-------------
|
||
Called up share capital
|
20
|
|
|
Other reserves, including the fair value reserve
|
21
|
|
|
Profit and loss account
|
21
|
(
|
(
|
-------------
|
-------------
|
||
Shareholders deficit
|
(
|
(
|
|
-------------
|
-------------
|
||
|
Director
|
|
Consolidated Statement of Cash Flows
|
2019
|
2018
|
|
£
|
£
|
|
Loss for the financial year
|
(
|
(
|
Adjustments for:
|
||
Depreciation of tangible assets
|
|
–
|
Amortisation of intangible assets
|
|
–
|
Interest payable and similar expenses
|
|
–
|
Tax on loss
|
(
|
(
|
Accrued expenses
|
|
|
Changes in:
|
||
Trade and other debtors
|
(
|
(
|
Trade and other creditors
|
|
|
-------------
|
------------
|
|
Cash generated from operations
|
(
|
(
|
Interest paid
|
(
|
–
|
Tax received
|
|
|
------------
|
------------
|
|
Net cash used in operating activities
|
(
|
(
|
------------
|
------------
|
|
Purchase of tangible assets
|
(
|
–
|
Acquisition of subsidiaries
|
(
|
–
|
------------
|
------------
|
|
Net cash used in investing activities
|
(
|
–
|
------------
|
------------
|
|
Proceeds from loans from group undertakings
|
|
|
-------------
|
------------
|
|
Net cash from financing activities
|
|
|
-------------
|
------------
|
|
Net (decrease)/increase in cash and cash equivalents
|
(
|
|
Cash and cash equivalents at beginning of year
|
1,309,995
|
536,823
|
------------
|
------------
|
|
Cash and cash equivalents at end of year
|
|
|
------------
|
------------
|
|
|
Notes to the Financial Statements
|
Computer hardware
|
-
|
|
|
2019
|
2018
|
|
£
|
£
|
|
Professional services
|
|
|
Subscriptions
|
22,900,921
|
10,050,218
|
Support services
|
|
|
-------------
|
-------------
|
|
|
|
|
-------------
|
-------------
|
|
2019
|
2018
|
|
£
|
£
|
|
United Kingdom
|
|
|
Europe
|
|
|
Rest of World
|
|
|
-------------
|
-------------
|
|
|
|
|
-------------
|
-------------
|
|
2019
|
2018
|
|
£
|
£
|
|
Amortisation of intangible assets
|
|
–
|
Depreciation of tangible assets
|
|
–
|
Impairment of trade debtors
|
287,346
|
12,122
|
Foreign exchange differences
|
(
|
|
Operating leases
|
|
|
------------
|
------------
|
|
2019 | 2018 | ||
£ | £ | ||
Fees for the audit of the financial statements | 25,000 | 16,000 | |
Fees for the audit of the subsidiary | 12,500 | – | |
Tax compliance fees | 2,750 | 2,400 | |
-------- | -------- | ||
Total fees | 40,250 | 18,400 | |
-------- | -------- | ||
2019
|
2018
|
|
No.
|
No.
|
|
Sales
|
|
|
Professional services
|
|
|
Research and development
|
|
|
Marketing
|
|
|
General and administrative
|
43
|
9
|
----
|
----
|
|
|
|
|
----
|
----
|
|
2019
|
2018
|
|
£
|
£
|
|
Wages and salaries
|
|
|
Social security costs
|
|
|
Other pension costs
|
|
|
-------------
|
------------
|
|
|
|
|
-------------
|
------------
|
|
2019
|
2018
|
|
£
|
£
|
|
Remuneration
|
|
|
Company contributions to defined contribution pension plans
|
|
|
---------
|
---------
|
|
|
|
|
---------
|
---------
|
|
2019
|
2018
|
|
No.
|
No.
|
|
Defined contribution plans
|
|
|
----
|
----
|
|
2019
|
2018
|
|
£
|
£
|
|
Aggregate remuneration
|
|
|
Company contributions to defined contribution pension plans
|
|
|
---------
|
---------
|
|
|
|
|
---------
|
---------
|
|
2019
|
2018
|
|
£
|
£
|
|
Interest due to group undertakings
|
|
–
|
Other interest payable and similar charges
|
|
–
|
---------
|
----
|
|
|
–
|
|
---------
|
----
|
|
2019
|
2018
|
|
£
|
£
|
|
Adjustments in respect of prior periods
|
(
|
(
|
Research & Development refund
|
(
|
–
|
--------
|
----
|
|
Total current tax
|
(
|
(
|
--------
|
----
|
|
Origination and reversal of timing differences
|
(
|
(
|
--------
|
-------
|
|
Tax on loss
|
(
|
(
|
--------
|
-------
|
|
2019
|
2018
|
|
£
|
£
|
|
Loss on ordinary activities before taxation
|
(
|
(
|
-------------
|
------------
|
|
Loss on ordinary activities by rate of tax
|
(
|
(
|
Adjustment to tax charge in respect of prior periods
|
(77,540)
|
(2,203)
|
Effect of expenses not deductible for tax purposes
|
|
|
Unused tax losses
|
|
|
-------------
|
------------
|
|
Tax on loss
|
(
|
(
|
-------------
|
------------
|
|
Group
|
Goodwill
|
£
|
|
Cost
|
|
At 1 January 2019
|
–
|
Acquisitions through business combinations
|
|
------------
|
|
At 31 December 2019
|
|
------------
|
|
Amortisation
|
|
At 1 January 2019
|
–
|
Charge for the year
|
|
------------
|
|
At 31 December 2019
|
|
------------
|
|
Carrying amount
|
|
At 31 December 2019
|
|
------------
|
|
At 31 December 2018
|
–
|
------------
|
|
Group and company
|
Computer hardware
|
£
|
|
Cost
|
|
At 1 January 2019
|
–
|
Additions
|
|
---------
|
|
At 31 December 2019
|
|
---------
|
|
Depreciation
|
|
At 1 January 2019
|
–
|
Charge for the year
|
|
---------
|
|
At 31 December 2019
|
|
---------
|
|
Carrying amount
|
|
At 31 December 2019
|
|
---------
|
|
At 31 December 2018
|
–
|
---------
|
|
Company
|
Shares in group undertakings
|
£
|
|
Cost
|
|
At 1 January 2019
|
–
|
Additions
|
|
------------
|
|
At 31 December 2019
|
|
------------
|
|
Impairment
|
|
At 1 January 2019 and 31 December 2019
|
–
|
------------
|
|
Carrying amount
|
|
At 31 December 2019
|
|
------------
|
|
At 31 December 2018
|
–
|
------------
|
|
Class of share
|
Percentage of shares held
|
|
Subsidiary undertakings
|
||
|
Ordinary
|
100
|
|
Ordinary
|
100
|
Group
|
Company
|
|||
2019
|
2018
|
2019
|
2018
|
|
£
|
£
|
£
|
£
|
|
Trade debtors
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
Other debtors
|
|
|
|
|
-------------
|
------------
|
-------------
|
------------
|
|
|
|
|
|
|
-------------
|
------------
|
-------------
|
------------
|
|
Group
|
Company
|
|||
2019
|
2018
|
2019
|
2018
|
|
£
|
£
|
£
|
£
|
|
Trade creditors
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
Social security and other taxes
|
|
|
|
|
Other creditors
|
|
|
|
|
-------------
|
-------------
|
-------------
|
-------------
|
|
|
|
|
|
|
-------------
|
-------------
|
-------------
|
-------------
|
|
Group
|
Company
|
|||
2019
|
2018
|
2019
|
2018
|
|
£
|
£
|
£
|
£
|
|
Accruals and deferred income
|
|
|
|
|
------------
|
---------
|
------------
|
---------
|
|
Group
|
Company
|
|||
2019
|
2018
|
2019
|
2018
|
|
£
|
£
|
£
|
£
|
|
Financial assets measured at fair value through profit or loss
|
1,215,858
|
1,309,995
|
1,139,397
|
1,309,995
|
------------
|
------------
|
------------
|
------------
|
|
2019
|
2018
|
||||
No.
|
WAEP
|
No.
|
WAEP
|
||
Outstanding at 1 January 2019
|
1,245,168
|
0.12
|
534,168
|
0.03
|
|
Granted during the year
|
626,500
|
0.76
|
728,500
|
0.18
|
|
Forfeited during the year
|
(10,000)
|
0.76
|
(17,500)
|
0.06
|
|
------------
|
------------
|
||||
Outstanding at 31 December 2019
|
1,861,668
|
0.33
|
1,245,168
|
0.12
|
|
------------
|
------------
|
||||
Exercisable at 31 December 2019
|
465,251
|
0.09
|
153,959
|
0.04
|
|
---------
|
---------
|
||||
30/05/2019
|
21/05/2019
|
|||
Share price at grant date - £
|
£0.60
|
£0.05
|
||
Exercise price - £
|
0.60
|
0.07
|
||
Expected volatility - %
|
39.9%
|
80%
|
||
Contractual life - years
|
10
|
10
|
||
Expected dividend yield - %
|
0
|
0
|
||
Risk-free interest rate - %
|
2%
|
2.4%
|
||
2019
|
2018
|
|||
No.
|
£
|
No.
|
£
|
|
|
|
103
|
|
103
|
----
|
----
|
----
|
----
|
|
At 1 Jan 2019
|
Cash flows
|
At 31 Dec 2019
|
|
£
|
£
|
£
|
|
Cash at bank and in hand
|
|
(94,137)
|
|
Debt due within one year
|
(6,830,497)
|
(17,280,569)
|
(24,111,066)
|
------------
|
-------------
|
-------------
|
|
(
|
(
|
(
|
|
------------
|
-------------
|
-------------
|
|
£
|
|
Cash
|
|
------------
|
|
|
Notes to the Financial Statements (continued)
|
Book value
|
Adjustments
|
Fair value
|
|
£
|
£
|
£
|
|
Tangible assets acquired
|
194,552
|
(194,552)
|
–
|
Trade debtors acquired
|
434,209
|
–
|
|
Other debtors acquired
|
132,533
|
–
|
|
Cash and cash equivalents acquired
|
809,349
|
–
|
|
Trade creditors assumed
|
(137,324)
|
–
|
(
|
Other creditors assumed
|
(1,698,621)
|
–
|
(
|
Provisions assumed
|
(40,384)
|
–
|
(
|
------------
|
---------
|
------------
|
|
(305,686)
|
(194,552)
|
(
|
|
Goodwill on acquisition
|
|
------------
|
|
6,345,624
|
|
------------
|
|
Group
|
Company
|
|||
2019
|
2018
|
2019
|
2018
|
|
£
|
£
|
£
|
£
|
|
Not later than 1 year
|
|
|
|
|
------------
|
------------
|
------------
|
------------
|
|