Annual Financial Report
Source: RNS
22 August 2022
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
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Dev Clever Holdings plc
("Dev Clever", the "Group" or the "Company")
Annual Financial Report for the year ended 31 October 2021 and Notice of Annual General Meeting
Significant operational progress and strengthened balance sheet.
Dev Clever (LSE: DEV), a leading developer of mobile and immersive experiences, is pleased to announce its audited full year results for the year ended 31 October 2021 (FY 2021).
Financial Highlights:
· Total revenue up 486% to £7.36 million (2020: £1.25 million), reflecting revenue arising from the Aldebaron agreement.
· Adjusted EBITDA profit was £1.30 million (2020: loss £0.79m).
· The loss before tax was £2.54 million (2020: £1.06 million).
· Cash position of £7.51 million (2020: £1.03 million) at period end, with external debt, excluding capitalised leases of £0.4 million (2020: £0.3 million).
· Loss per share for the period of 0.46 pence (2020: 0.22 pence); Adjusted1 profit per share 0.09 pence (2020: loss 0.19 pence).
Operational Highlights:
· Signing a five-year exclusive partnership agreement with Veative Labs Private Limited ("VLPL") and the National Independent Schools Alliance ("NISA"), India's largest governing body for budget private educational institutions and which represents over 70,000 budget private schools. The agreement is for Launchmycareer.com to be utilised as the platform-of-choice to deliver a minimum standard of career guidance across NISA affiliated schools, attended by c.13 million students.
· Reaching an agreement with Veative Labs Pte Limited ("Veative") regarding the:
o Acquisition of intellectual property of a dynamic SaaS-based learning management platform and immersive learning content (including STEM content) to be utilised during the near-term roll-out of the Company's existing partnership agreement with VLPL and NISA.
o Acquisition of an exclusive one-year IP licencing agreement for additional immersive learning content for the Indian market with a call option to acquire both this IP and Veative's global distributor agreements.
o Proposed acquisition of the entire share capital of VLPL, Veative's Indian subsidiary and development centre, subject to the publication of an FCA approved prospectus.
· Completing the acquisition of The Inspirational Learning Group ("TILG") to support the delivery of a new National Career Challenge programme.
· Incorporation of Launchmycareer Pvt Limited, a wholly-owned subsidiary of the Group, and:
o Successfully developing and deploying the Group's direct-to-consumer offer into Launchmycareer.com, which is now live across India, whilst joint marketing activities in collaboration with NISA have begun.
o Winning a material first contract in India to implement the Company's immersive careers guidance and STEM-based virtual reality educational library at schools under central and state governments in India.
o Beginning the first government funded pilot of the platform at a state school, of which there are 1.1 million across India.
· Agreeing the phase two roll-out of the Company's immersive career guidance and learning platform with The Common Service Centre ("CSC") in India, rolling it out to 2.6 million students across 5,930 CSC Academy Centres.
Post Period End Highlights:
· Entry into Chinese market through a material contract with Question What's Real ("QWR"), an Asia-based VR hardware manufacturer and distributor of the Chinese Academy of Sciences ("CAS"). The contract is for an initial 20,000 virtual reality devices to be deployed to users in China, pre-installed with the Group's immersive STEM learning library.
· Exercise of call option to acquire the remaining Veative STEM-based learning IP at a net cost of $6.5m.
· Termination of partnership with Aldebaron (subject to completion of all obligations under the initial proof of concept phase), releasing Aldebaron from the balance of its revenue obligations and returning the distribution rights for the Asian territories to the Group. The Company has agreed to issue Aldebaron or its nominees with 37,885,931 warrants exercisable at 1p per share for a period of 18 months as compensation for returning the distribution rights for the Asian territories.
· Waiver by Chris Jeffries, Executive Chairman and joint CEO, of his existing right to convert his outstanding loan notes into 37,885,931 shares at 1p per share, to ensure no additional dilution to existing shareholders in the event that Aldebaron exercises its warrants in full.
· Completion of the acquisition of VLPL, the wholly owned Indian subsidiary of Veative in exchange for 225 million new ordinary shares in Dev Clever.
· The appointment of Ankur Aggarwal to the Board following the completion of the acquisition of VLPL and the resignation of David Ivy as Non-Executive Director and Chair of the Audit Committee.
Footnotes
(1) Adjusted EDITDA and adjusted loss per share are stated after adjusting for the impact of share-based payments and one-off transaction costs.
Chris Jeffries, Joint Chief Executive Officer of Dev Clever, said:
"FY 2021 has been another year of significant progress and, with minimal debt in the business, the Group now has the infrastructure, product offering and partnerships in place to drive considerable further growth. The global pandemic has focused attention on the education sector and the Group's innovative SaaS-based platform has attracted increased interest from educational institutions across public and private sectors."
"With material agreements now in place in India, China, the UK and the US, attention has now turned to onboarding customers. The Group's immediate focus remains on India and China, where contracts are already in place to enable Dev Clever to engage with over 15 million students. To this end, I am delighted to welcome Ankur Aggarwal to the Board to work alongside me as joint CEO. Ankur's deep understanding and experience of the Indian, and broader international EdTech market, will be key to delivering our growth plans in these territories."
"Whilst the termination of the partnership with Aldebaron has impacted upon our short term cashflows, this is outweighed by the benefit of the distribution rights for the Asian territories being returned to the Group."
"The Company remains absolutely focused on gaining market share and making the most of the opportunities available to it. On behalf of the Board, I would like to thank our customers, stakeholders and all employees for their ongoing support and patience in the delays in the publishing of these accounts and look forward to providing an update on our continued progress in due course."
"I would also like to offer my and the Board's thanks to David Ivy for his invaluable guidance and support since the IPO and wish him well in all his future endeavours."
Publication of Annual Report and Notification of AGM
The Annual Report and Accounts for the year ended 31 October 2021 has today been sent to shareholders together with the Notice of and Form of Proxy for its Annual General Meeting, which will be held at 10:30 a.m. on Wednesday, 14 September 2022 at its offices in Stafford Education and Enterprise Park, Weston Road, Stafford, ST18 0BF.
In compliance with LR 9.6.1, the Company has submitted to the Financial Conduct Authority each of the following documents:
· 2021 Annual Report and Accounts
· AGM Notice
These documents will shortly be available for inspection via the National Storage Mechanism.
The Annual Report and the AGM Notice will also be available to download from the Company's website: www.devcleverholdingsplc.com and hard copies can also be requested from the registered office, Ventura House, Ventura Park Road, Tamworth, Staffordshire, B78 3HL.
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For further information please contact:
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Dev Clever Holdings plc |
+44 (0) 1827 930 408 |
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Christopher Jeffries |
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Joint Chief Executive Officer and Executive Chairman |
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Ankur Aggarwal |
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Joint Chief Executive Officer |
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Nicholas Ydlibi |
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Chief Financial Officer |
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Novum Securities Limited - Financial Adviser and Joint Broker |
+44 (0) 20 7399 9400 |
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David Coffman / Colin Rowbury
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finnCap Limited - Joint Broker |
+44 (0) 20 7220 0500 |
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Jonny Franklin-Adams / Abigail Kelly / George Dollemore (Corporate Finance) |
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Richard Chambers / Harriet Ward (ECM) |
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Buchanan Communications |
+44 (0) 207 466 5000 |
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Chris Lane / Kim van Beeck / Toto Berger |
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Notes to Editors:
About Dev Clever
Dev Clever Holdings plc, together with its wholly owned subsidiaries, is a software and technology group based in Stafford, United Kingdom, and Noida, India, specialising in the use of lightweight integrations of cloud-based VR and gamification technologies to deliver rich customer engagement experiences across both the education and commercial sectors. In January 2019, Dev Clever listed on the Standard List of the London Stock Exchange. The Group's core focus is the development and commercialisation of its core Educate platforms.
Dev Clever aims to reduce the global skills shortage by delivering an enhanced careers guidance service via its online platforms, Launchmycareer.com and Launchyourcareer.com, and virtual reality software (Victar VR). The business has established a global partnership with Lenovo to roll out its service worldwide, with offerings already on the market in the UK, US, and Canada. Dev Clever is also focused on the Indian market and has partnered with its National Independent Schools Alliance (NISA) to provide a comprehensive service offering within Indian budget private schools. Through this, the business has been developing and has launched a direct-to-consumer offering in India.
For further information, please visit www.devcleverholdingsplc.com
Executive Chairman and Chief Executive Officer's Statement
I am pleased to report that Dev Clever continued to make significant progress during the financial year ended 31 October 2021 ("FY 2021" or "the Period"). It was a busy and extremely productive year for the Group, with the focus on growing and expanding the Company's services within the education sector.
Revenues in FY 2021 were up 486% to £7.36 million (2020: £1.25 million), generating a gross profit margin of 60.8% (2020: 43.9%) and a gross margin of £4.47 million (2020: £0.55 million). This revenue figure includes an initial recognised amount of £3.6 million (US $5.0 million) from the Company's now terminated collaboration with Aldebaron DMCC ("Aldebaron") - the rationale for which is explained under "Post-period end developments and outlook" below. The underlying profit for FY 2021, being a non-IFRS reporting measure constituting the loss for the year of £2.54 million less the share based payment expense of £2.51 million and the one off fees associated with the acquisition of Veative of £0.50 million, of £0.48 million (2020: £0.80 million loss) reflects the significant contribution made by the new commercial agreements entered into during the Period as the Group focussed on the opportunities emerging from the deployment of its proprietary platform, Launchmycareer.com.
Significant operational progress and strengthened balance sheet
Since its admission to the Main Market of the London Stock Exchange in January 2019, Dev Clever has continued to significantly advance and grow its business and its proposition. Progress over the course of FY 2021 has been excellent, including the expansion of its core services, as well as launching and onboarding its products in the Indian market.
This continued progress has been supported by the Company's financing activities. In the first half of the year, Dev Clever significantly strengthened its balance sheet through a series of subscriptions that raised total gross proceeds of £18 million (£16.9 million net) in new equity funding. This funding enabled Dev Clever to accelerate and support the growth of its core Educate business in the near term.
The Board will continue to pursue future growth and expansion initiatives, targeting opportunities that deliver tangible long-term shareholder value.
Educate - an expanded proposition already gaining traction with various material agreements in place
Educate continues to be the Company's primary division and the focus of management and capital resource.
The Group made significant progress in the Period, including:
· Reaching an agreement with Veative regarding the:
- Acquisition of intellectual property of a dynamic SaaS-based learning management platform and immersive learning content (including STEM content) to be utilised during the near-term roll-out of the Company's existing partnership agreement with Veative and the National Independent Schools Alliance ("NISA"), India's largest governing body for budget private educational institutions.
- Acquisition of an exclusive one-year IP licencing agreement for additional immersive learning content for the Indian market with a call option to acquire both this IP and Veative's global distributor agreements.
- Proposed acquisition of the entire share capital of Veative's Indian subsidiary and development centre.
· Signing a five-year exclusive partnership agreement with India's NISA, which represents over 70,000 budget private schools, for Launchmycareer.com to be utilised as the platform-of-choice to deliver a minimum standard of career guidance across NISA affiliated schools, attended by c.13 million students.
· Completing the acquisition of The Inspirational Learning Group ("TILG") to support the delivery of a new National Career Challenge programme.
· Incorporating Launchmycareer Pvt Limited, a wholly-owned subsidiary of the Group, and:
- Successfully developing and deploying the Group's direct-to-consumer offer into Launchmycareer.com, which is now live across India, whilst joint marketing activities in collaboration with NISA have begun.
- Winning a material first contract in India to implement the Company's immersive careers guidance and STEM-based virtual reality educational library at schools under central and state governments in India.
- Beginning the first government funded pilot of the platform at a state school, of which there are 1.1 million across India.
· Delivering the first phase of the planned tactical partnership with Aldebaron, following the successful implementation of a material EdTech services contract earlier in the year. The partnership, now terminated, delivered sales revenue of £3.6 million (US $5.0 million) in the period.
· Agreeing the phase two roll-out of the Company's immersive career guidance and learning platform with The Common Service Centre ("CSC") in India, rolling it out to 2.6 million students across 5,930 CSC Academy Centres in Q1 2022. This followed a successful initial 45-day trial in 25 academy centres in early July 2021. The potential to extend the service offering to the broader 350,000+ Common Service Centres and their users remains.
The Group strengthened its core Educate product team through the recruitment of Jim Cannon as Chief Product Officer. Jim joined the Group following a long career as a Development Executive working for major television broadcasters in the UK as well as for Fox in the US. Jim's experience of originating and bringing to life new formats and concepts for TV audiences is invaluable in leading the development roadmap for, and gamification of, the Group's education content and its adaptation for new territories.
Dev Clever's opportunity to help close the global skills gap
The market for EdTech remains robust and we believe there is a global growing need and demand for more effective careers platforms that can engage young people and connect them directly with their future employers.
Dev Clever's ultimate ambition is to enable the youth of today to develop the career skills that are in demand by future employers, alongside their education, to bridge the critical, growing global skills gap.
Closing the global skills gap could add US$11.5 trillion to global GDP by 2028 (Accenture: It's learning, just not as we know it). Education and training systems need to keep pace with the new demands of labour markets that are continually challenged by technological disruption, demographic change and the evolving nature of work. Moreover, the COVID-19 pandemic has amplified the skills gap and the need to close it more urgently (McKinsey: May 2020).
Dev Clever's pioneering platforms Launchmycareer.com and Launchyourcareer.com engage young people and dynamically match and connect them through their interests, skills, personality and personal attributes, to future employers and incentivises them to develop the skills which will ensure they can be employed in the future.
Through the Company's exclusive strategic and tactical partnerships with Lenovo and NISA, the funding secured through the investments made by Intrinsic and Sitius and combined with the enlarged capabilities of Veative Labs and TILG, Dev Clever is able to go to market at scale and attract many millions of users to its platform globally.
The Board believes that the creation of the National Careers Challenge, as announced on 21 June 2021, driven by Dev Clever's innovative approach to youth engagement and making careers discovery fun and rewarding from Year 6 to Year 13, has the potential to be unprecedented in its innovative ability to bridge the skills gap. The physical National Careers Challenge, run through TILG, enables pupils to engage in business related challenges from employers including National Westminster Bank, Air Products and Merlin Entertainments. 57,000 pupils from over 180 schools in the UK and 8 schools in China took part in these challenges. The best teams from more than 80 of the participating schools presented their proposals at the finals event at the ICC in Birmingham on 7th July 2022, which included virtual presentations from each of the Chinese schools. The National Careers Challenge is intended to become the cornerstone of Dev Clever's inter-connected careers guidance eco-system, enabling it to appeal to companies from all over the world to showcase their businesses and sectors of industry through the lens of a student, demystifying the world of work and connecting students with employers via virtual encounters and live webinars. This will be augmented by social network peer support and powerful engagement tools to gamify the careers journey with opportunities to explore curriculum-aligned learning in a radically different approach to education, and to level-up skillsets to prepare for, and become better-aligned to career goals. This will all be recorded in a comprehensive skills and career passport that reflects each student's development, growth and motivation.
Virtual work experiences will be available where young people can then demonstrate their developed skills and employability for future employers to grant apprenticeship placements and provide guaranteed jobs. Companies can, in turn, receive analytics that will help them reach candidates that are the best fit for their future opportunities.
Agency Services
The Group's Agency Services proposition now only services its legacy contracts. It is the intention to incorporate the Engage platform to support engagement with Launchmycareer.com as part of Launchmycareer.com professional services.
Post-period end developments and outlook
The progress made during the course of FY 2021 was significant, and this has continued at pace during the current financial year (FY 2022). Key developments include:
· Entry into Chinese market: in December, the Company announced a material contract with Question What's Real ("QWR"), an Asia-based VR hardware manufacturer and distributor of the Chinese Academy of Sciences ("CAS"). The contract is for an initial 20,000 virtual reality devices to be deployed to users in China, pre-installed with the Group's immersive STEM learning library, and distribution of the devices started in April. Dev Clever will receive US$150 per device on an annual recurring SaaS subscription-basis. Subject to the success of the initial roll-out, there is an option to extend the partnership to include between 15,000 and 30,000 additional devices this year.
· Incorporation in Dubai: on 4 February 2022, to facilitate the growth of the Company's international operations, Dev Clever opened an office in Dubai. With over 80% of Fortune 500 companies having operations in the United Arab Emirates, this new location serves Dev Clever as both its employer marketing and global distribution hub. On 26 May 2022, Dev Clever showcased some of the initial user propositions that have been developed and tested at an employer event, The Future World of Work. The event, hosted by Lord Coe, encouraged employers to join the platform and give young people throughout the world insight into workforce requirements and the jobs of the future.
· Exercise of call option over the remaining Veative STEM-based learning IP: Since the re-opening of schools across the Group's global markets and the announcement of META (formerly Facebook) actively prioritising the Metaverse, the Company has now seen a significant increase in interest and demand for the Group's immersive STEM based learning content. In order to facilitate this increased global demand, as demonstrated by the securing of the CAS contract in China, on 31 March 2022 the Company exercised its option to acquire the remaining STEM based learning IP and associated distribution agreements held by Veative Singapore at a net cost of $6.5m. An initial payment of $1.15 million has been made with the balance of the consideration, $5.35 million, to be settled through the issuance of new Ordinary shares of the Company at the average market price over five days from the Company's Re-admission to the Main Market, and subject to Re-admission occurring before the end of January 2023.
· Launch of The Careers Curriculum: In June 2022 TILG launched The Careers Curriculum - a 30-lesson curricular model linked to the Gatsby Benchmarks to support Careers Leads with careers education from Year 7 to Year 11. Alongside the National Careers Challenge, this will allow the Group to be uniquely placed to deliver a combination of digital and offline experiential learning.
· Termination of tactical partnership with Aldebaron: On 21 June 2021, the Company announced that it had entered into a tactical partnership agreement with Aldebaron DMCC ("Aldebaron") to accelerate its rollout plan in Asian territories. The partnership included an undertaking by Aldebaron to provide Dev Clever with minimum revenue of US$50m over the four financial years ending 31 October 2024. This included initial revenue of US$5m for the year ended 31 October 2021, following proof of concept. On 8 April 2022, the Company confirmed that it was in negotiations with Aldebaron to move the partnership agreement to a permanent Joint Venture ("JV"). As the JV talks progressed, it became clear that an alternative strategy would be in the best interests of Dev Clever, as Aldebaron required exclusive distribution rights to the Group's immersive STEM-based learning library and the Launchmycareer.com platform to other global territories, not just the Asian territories, as set out within the original partnership agreement. Consequently, on 19 July 2022 it was announced that the partnership has been terminated, subject to completion of all obligations under the initial proof of concept phase. This releases Aldebaron from the balance of its revenue obligations and returns the distribution rights for the Asian territories to Dev Clever.
The Board believes that by retaining its rights on a global basis, and therefore maintaining its ability to enter into individual agreements with international partners, the Company will be able to take advantage of opportunities faster and create more value for its shareholders. Initial discussions have commenced with a number of potential partners in international territories. The Company agreed to issue Aldebaron or its nominees with 37,885,931 warrants exercisable at 1p per share for a period of 18 months as compensation for returning the distribution rights for the Asian territories. At the same time, I agreed to forfeit my existing right to convert my outstanding loan notes into 37,885,931 shares at 1p per share, meaning there will be no additional dilution to existing shareholders in the event that Aldebaron exercises the warrants in full. The other terms of the outstanding loan notes remain unchanged, such that, unless previously repaid, the loan notes will be redeemed at par by the Company on 20 January 2025.
· Veative Labs acquisition: On 18 July 2022, the Company completed the acquisition of Veative Labs Private Limited, the wholly owned Indian subsidiary of Veative Labs Pte Ltd (Singapore) ("Veative") in exchange for 225 million new ordinary shares in Dev Clever.
· Board changes: On 17 May 2022, the Company announced the resignation of David Ivy as Non-Executive Director and Chair of the Audit Committee and its intention to appoint two internationally experienced individuals with relevant global commercial and growth company expertise, as Non-executive Chairman and Non-executive Director respectively. The Company has commenced the process of recruiting these new directors and will provide further updates once appointments are confirmed. The Company also announced that following the completion of the acquisition of Veative Labs Private Limited on 18 July 2022, Ankur Aggarwal, the CEO of Veative, joined the Board as joint CEO. The appointment reflects the Group's increasing focus on international markets and particularly the Indian market going forward.
· Re-admission: With effect from 7.30am GMT on 24 December 2021, trading in the Company's shares was suspended until the FCA approved the eligibility of the enlarged group in accordance with Listing Rule 5.6.21. Subject to the FCA's approval, the Company's existing listing will be cancelled and the shares will be re-admitted to the London Stock Exchange ("Re-admission"). The Company and its advisers continue to work on a prospectus to enable Re-admission to take place, subject to FCA approval, as soon as possible.
Summary and outlook
FY 2021 has been another year of significant progress and, with minimal debt in the business, the Group now has the infrastructure, product offering and partnerships in place to drive considerable further growth. The global pandemic has focused attention on the education sector and the Group's innovative SaaS-based platform has attracted increased interest from educational institutions across public and private sectors.
With material agreements now in place in India, China, the UK and the US, attention has now turned to onboarding customers. The Group's immediate focus remains on India and China, where contracts are already in place to enable Dev Clever to engage with over 15 million students. To this end, I am delighted to welcome Ankur Aggarwal to the Board to work alongside myself as joint CEO. Ankur's deep understanding and experience of the Indian, and broader international EdTech market, will be key to delivering growth in these territories.
LaunchmyCareer.com is now live across India including the platform's additional offerings for users to purchase at a premium rate. In excess of 800,000 pupils have been activated through the NISA partnership and the platform has attracted in excess of 360,000 direct consumer registrations in advance of any substantive marketing. Following a market validation campaign the platform now hosts over 120,000 active users, of which 3,500 have already upgraded to the premium service. The Group has now onboarded over 200 career success counsellors with average user feedback ratings of 4.7 out of 5, providing a pleasing validation of the product.
As Dev Clever's customer base ramps up and its ecosystem grows, the Company is engaging more and more with organisations and corporations to support their requirements to fulfil future recruitment needs. The base in the UAE has given Dev Clever excellent proximity to numerous global corporates and the Board is confident in the ability to monetise this opportunity in the short term.
Whilst the loss of the revenues associated with the termination of the tactical partnership with Aldebaron has impacted upon our short term cashflows, the outstanding receivables were substantively settled by 12 August 2022. The Board has a reasonable expectation that the Group will be able to secure funds to provide adequate resources and we remain confident in the strength and positioning of our core platforms to generate revenues across global markets.
The Company remains absolutely focused on gaining market share and making the most of the opportunities available to it. On behalf of the Board, I would like to thank our customers, stakeholders and all employees for their ongoing support and patience in the delays in the publishing of these accounts and look forward to providing an update on our continued progress in due course.
I would also like to offer my and the Board's thanks to David Ivy for his invaluable guidance and support since the IPO and wish him well in all his future endeavours.
Chris Jeffries
Executive Chairman and Joint Chief Executive Officer
19 August 2022
Chief Financial Officer's Review
Dev Clever Holdings Plc comprises a holding company, Dev Clever Holdings Plc, its trading subsidiaries, DevClever Limited, The Inspirational Learning Group Limited, Launchmycareer Pvt Limited, and its non-trading subsidiary, Phenix Digital Limited. The Inspirational Learning Group Limited was acquired on 26 July 2021 and Launchmycareer Pvt Limited was acquired on 9 April 2021.
The Company and consolidated financial statements have been prepared on the basis outlined in note 2 - basis of consolidation. The operating expenses reported within the Group also reflect the regulatory and compliance costs arising from the maintenance of the listing, which are borne within the holding company. The Directors believe that these increased costs will offset over time through the accelerated growth that will arise from the capital accessed by the Group through its listing.
Revenues are comprised of development and set-up fees, alongside licence, subscription, hosting and support fees. Total revenue for the year at £7.36 million (2020: £1.25 million) represents an increase of 486% reflecting revenue recognised following agreement and signing in September 2021 of the detailed documentation of the first phase of the partnership with Aldebaron. In addition, the Company has benefitted from both the establishment of a sales channel for the Group's core Educate platform Launchyourcareer.com and an uplift within broader educational sales supported by the acquisition of TILG. Revenue growth continued to be adversely impacted by the Covid-19 virus that caused significant disruption to both the education and hospitality sectors.
Gross margin of £4.47 million [60.8%] (2020: £0.55 million [43.9%]) reflects the increased weighting towards higher margin fee income within Educate, including licence sales.
The Directors believe that EBITDA, defined as profit/loss from operations adding-back both amortisation of intangible assets and depreciation of tangible assets, is an Alternative Performance Measure ("APM") for the Group (note 11 page 84). The overall EBITDA loss was £1.71 million compared to a loss of £0.93 million in the prior period. The Group incurred charges for share based payments of £2.51 million (2020: £0.14 million) arising from employee share options and share based compensation, and one-off transaction expenses in respect of the pending Veative acquisition of £0.50 million. Adjusted EBITDA allowing for the removal of share based payments and one-off transaction expenses was a profit of £1.30 million.
Costs associated with fund raising activities, totalling £1.38 million (2020: £0.13 million), have been offset within share premium.
The loss before tax was £2.54 million compared to £1.06 million in the prior period. The loss reflects the impact of the share based payment charge in the year of £2.51 million (2020: £0.14 million) and the one off transaction fees of £0.50 million (2020: £nil) associated with the pending acquisition of Veative. The underlying profit of £0.47 million in the period reflects the significant contribution made by the new commercial agreements entered into in the period as the business focussed on the opportunities emerging from the deployment of its core Educate platform, Launchmycareer.com.
Overall cash inflow in the year was £6.48 million (2020: £0.54 million) and reflects net financing proceeds of £16.91 million (2020: £2.60 million). The Company has invested in the acquisition of intellectual property and distribution rights of £4.4 million (2020: £nil) and a further £2.64 million on the further development of its core Educate platforms.
Operating cash flow, adjusting for the further capitalisation of software development on the Group's core Educate platforms, reported within investing activities above, was a net outflow of £5.88 million (2020: £1.87 million), reflecting on-going investment in the Group's core Educate platforms. These have been extensively customised for the Indian market and the Group's new business model. Net working capital has increased by £4.12 million (2020: £0.51 million), primarily reflecting the timing of cash receipts following the delivery of performance obligations on the Aldebaron contract (£3.6 million, US $5.0 million). These monies, which were outstanding at the period end, were substantively settled by 12 August 2022.
The Group had cash reserves of £7.51 million (2020: £1.03 million) at the period end with external debt, excluding capitalised leases of only £0.4 million (2020: £0.3 million).
Nicholas Ydlibi
Chief Financial Officer
19 August 2022
Audit Report
The Group's auditor has reported on the accounts and its reports are unqualified with a material uncertainty in respect of going concern. The reason for the material uncertainty regarding going concern is due to the requirement to raise further funds within 12 months of the sign off date. The Independent Auditor's Report on the Group financial statements is set out in full on pages 46 to 52 of the 2021 Annual Report and Accounts.
Directors' Responsibilities Statement
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with International Financial Reporting Standards (IFRSs) in conformity with the requirements of the Companies Act 2006. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit and loss of the Group for that period. In preparing these financial statements, International Accounting Standard 1 requires that the Directors are required to:
- Properly select and apply suitable accounting policies;
- Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
- Provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and
- Make an assessment of the Group and Company's ability to continue as a going concern.
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 financial statements comply with the Companies Act 2006. 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.
Website publication
The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Group and Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Group and Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the on-going integrity of the financial statements contained therein.
Directors' responsibilities pursuant to DTR4 (Disclosure and Transparency Rules)
The Directors confirm to the best of their knowledge:
- The Group and Company financial statements have been prepared in accordance with IFRSs in conformity with the requirements of the Companies Act 2006 and Article 4 of the IAS Regulation and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group and Company included in the consolidation taken as a whole; and
- The annual report includes a fair review of the development and performance of the business and financial position of the Group and Company together with a description of the principal risks and uncertainties.
Approved on behalf of the Board of Directors on 19 August 2022
NAR Ydlibi
Chief Financial Officer
Consolidated Statement of Comprehensive Income
|
|
Note |
Year ended 31 October 2021 |
Year ended 31 October 2020 |
|
|
|
£ |
£ |
|
Continuing operations |
|
|
|
|
|
|
|
|
|
Revenue |
4 |
7,355,451 |
1,254,734 |
|
Cost of sales |
5 |
(2,883,652) |
(703,607) |
|
|
|
|
|
|
Gross profit |
|
4,471,799 |
551,127 |
|
|
|
|
|
|
Administrative expenses |
5 |
(6,963,636) |
(1,637,728) |
|
|
|
|
|
|
Loss from operations |
|
(2,491,837) |
(1,086,601) |
|
|
|
|
|
|
Fair value gain on financial assets at fair value through profit and loss |
14 |
- |
77,518 |
|
Finance income |
8 |
555 |
240 |
|
Finance costs |
8 |
(44,758) |
(47,411) |
|
|
|
|
|
|
Loss before tax |
|
(2,536,040) |
(1,056,254) |
|
|
|
|
|
|
Tax credit |
10 |
6,764 |
118,557 |
|
|
|
|
|
|
Loss for the period from continuing operations |
|
(2,529,276) |
(937,697) |
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
Items not reclassified to profit or loss in subsequent periods: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income for the period |
|
- |
- |
|
|
|
|
|
|
Total comprehensive income for the period attributable to shareholders |
|
(2,529,276) |
(937,697) |
|
|
|
|
|
|
Earnings per share |
|
|
|
|
Basic (pence per share) |
11 |
(0.46) |
(0.22) |
|
Diluted (pence per share) |
11 |
(0.46) |
(0.22) |
|
|
|
|
|
|
Adjusted basic (pence per share) |
11 |
0.09 |
(0.19) |
|
Adjusted diluted (pence per share) |
11 |
0.08 |
(0.19) |
The notes to the consolidated financial statements form an integral part of these financial statements.
Consolidated Statement of Financial Position
|
|
Note |
As at 31 October 2021 |
As at 31 October 2020 |
|
|
|
£ |
£ |
|
Non-current assets: |
|
|
|
|
Goodwill |
12 |
2,562,930 |
240,145 |
|
Intangible assets |
12 |
7,149,083 |
818,723 |
|
Property, plant & equipment |
13 |
316,085 |
105,481 |
|
Financial assets at fair value through profit and loss |
14 |
138,653 |
138,653 |
|
|
|
10,166,751 |
1,303,002 |
|
Current assets: |
|
|
|
|
Inventories |
|
2,940 |
2,650 |
|
Trade and other receivables |
16 |
6,338,506 |
1,132,018 |
|
Cash and cash equivalents |
17 |
7,509,084 |
1,032,473 |
|
|
|
13,850,530 |
2,167,141 |
|
|
|
|
|
|
Total assets |
|
24,017,281 |
3,470,143 |
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
Trade and other payables |
18 |
(1,555,461) |
(345,071) |
|
Deferred income |
18 |
(297,835) |
(210,145) |
|
Provisions for liabilities and charges |
|
(60,000) |
- |
|
Loans and borrowings, amounts falling due within one year |
19 |
(95,916) |
(90,583) |
|
|
|
(2,009,212) |
(645,799) |
|
Non-current liabilities: |
|
|
|
|
Loans and borrowings, amounts falling due after more than one year |
19 |
(530,548) |
(318,681) |
|
Deferred tax |
20 |
(15,819) |
(25,866) |
|
|
|
(546,367) |
(344,547) |
|
|
|
|
|
|
Total liabilities |
|
(2,555,579) |
(990,346) |
|
|
|
|
|
|
Net assets |
|
21,461,702 |
2,479,797 |
|
|
|
|
|
|
Share capital |
22 |
6,041,143 |
4,712,197 |
|
Share premium reserve |
22 |
19,651,893 |
1,977,447 |
|
Merger reserve |
22 |
(2,499,900) |
(2,499,900) |
|
Other Reserves |
22 |
2,831,026 |
323,237 |
|
Retained earnings |
22 |
(4,562,460) |
(2,033,184) |
|
|
|
|
|
|
Total equity to shareholders |
|
21,461,702 |
2,479,797 |
The notes to the consolidated financial statements form an integral part of these financial statements.
This report was approved and authorised for issue by the Board of Directors on 19 August 2022 and were signed on their behalf by:
CM Jeffries
Chairman and Joint Chief Executive Officer
Company Statement of Financial Position
|
|
Note |
As at 31 October 2021 |
As at 31 October 2020 |
|
|
|
|
£ |
|
Non-current assets: |
|
|
|
|
Goodwill |
12 |
183,928 |
183,928 |
|
Investments |
15 |
4,698,549 |
2,500,000 |
|
|
|
4,882,477 |
2,683,928 |
|
|
|
|
|
|
Current assets: |
|
|
|
|
Trade and other receivables |
16 |
17,207,271 |
3,572,882 |
|
Cash and cash equivalents |
17 |
6,259,767 |
938,806 |
|
|
|
23,467,038 |
4,511,688 |
|
|
|
|
|
|
Total assets |
|
28,349,515 |
7,195,616 |
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
Trade and other payables |
18 |
(217,016) |
(77,396) |
|
|
|
(217,016) |
(77,396) |
|
|
|
|
|
|
Non-Current Liabilities: Loans and borrowings |
19 |
(281,206) |
(250,882) |
|
|
|
(281,206) |
(250,882) |
|
|
|
|
|
|
Total liabilities |
|
(498,222) |
(328,278) |
|
|
|
|
|
|
|
|
|
|
|
Net assets |
|
27,851,293 |
6,867,338 |
|
|
|
|
|
|
Share capital |
22 |
6,041,143 |
4,712,197 |
|
Share premium reserve |
22 |
19,651,893 |
1,977,447 |
|
Other reserves |
22 |
2,831,026 |
323,237 |
|
Retained earnings |
22 |
(672,769) |
(145,543) |
|
|
|
|
|
|
Total equity to shareholders |
|
27,851,293 |
6,867,338 |
|
|
|
|
|
The Company has taken advantage of section 408 of the Companies Act 2006 and consequently a profit and loss account has not been presented for the Company. The Company's loss for the financial period was £527,226 (2020: loss £162,585).
The notes to the Company financial statements form an integral part of these financial statements.
This report was approved and authorised for issue by the Board of Directors on 19 August 2022 and were signed on their behalf by:
CM Jeffries
Chairman and Joint Chief Executive Officer
Company registration No: 11589976
Consolidated Statement of Changes in Equity
|
|
Share capital |
Share premium reserve |
Merger reserve |
Other reserves |
Retained earnings |
Total |
|
|
Note 22 |
Note 22 |
Note 22 |
Note 22 |
Note 22 |
|
|
|
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
|
Balance at 01 November 2019
|
3,884,017 |
246,246 |
(2,499,900) |
110,212 |
(1,170,672) |
569,903 |
|
Adoption of IFRS 16 leases |
|
|
|
|
(3,598) |
(3,598) |
|
Loss after taxation for the period |
- |
- |
- |
- |
(937,697) |
(937,697) |
|
Total comprehensive loss for the period |
- |
- |
- |
- |
(941,295) |
(941,295) |
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
Issue of ordinary shares |
828,180 |
1,866,663 |
- |
- |
- |
2,694,843 |
|
Expenses incurred on issue of ordinary shares |
- |
(135,462) |
- |
- |
- |
(135,462) |
|
Share based payments |
- |
- |
- |
140,177 |
- |
140,177 |
|
Recycle of share-based payments on exercise |
- |
- |
- |
(78,783) |
78,783 |
- |
|
Equity component of compound financial instrument |
- |
- |
- |
151,631 |
- |
151,631 |
|
|
|
|
|
|
|
|
|
|
828,180 |
1,731,201 |
- |
213,025 |
78,783 |
2,851,189 |
|
|
|
|
|
|
|
|
|
Balance at 31 October 2020 |
4,712,197 |
1,977,447 |
(2,499,900) |
323,237 |
(2,033,184) |
2,479,797 |
|
|
|
|
|
|
|
|
|
Loss after taxation for the period |
- |
- |
- |
- |
(2,529,276) |
(2,529,276) |
|
Total comprehensive loss for the period |
- |
- |
- |
- |
(2,529,276) |
(2,529,276) |
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
Issue of ordinary shares |
1,328,946 |
19,056,601 |
- |
- |
- |
20,385,547 |
|
Expenses incurred on issue of ordinary shares |
- |
(1,382,155) |
- |
- |
- |
(1,382,155) |
|
Share-based payments |
- |
- |
- |
2,507,789 |
- |
2,507,789 |
|
|
1,328,946 |
17,674,446 |
- |
2,507,789 |
- |
21,511,181 |
|
|
|
|
|
|
|
|
|
Balance at 31 October 2021 |
6,041,143 |
19,651,893 |
(2,499,900) |
2,831,026 |
(4,562,460) |
21,461,702 |
- Share capital is the amount subscribed for shares at nominal value
- The merger reserve relates to the adjustment required to account for the acquisition of DevClever Limited as a reverse acquisition
- Share premium reserve is the additional amount of funds received in excess of the nominal value of the shares and recorded net of associated transaction costs
- Other reserves comprise (i) share-based payments reserve in respect of share-based payments arising on the grant of employee share options and advisor warrants in accordance with IFRS 2 (ii) the equity component of the director's loan, which has been treated as a compound financial instrument
- Retained earnings represents the cumulative earnings of the Group attributable to equity shareholders.
The notes to the consolidated financial statements form an integral part of these financial statements.
Company Statement of Changes in Equity
|
|
Share capital |
Share premium reserve |
Other reserves |
Retained earnings |
Total |
|
|
Note 22 |
Note 22 |
Note 22 |
Note 22 |
|
|
|
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
Balance at 1 November 2019 |
3,884,017 |
246,246 |
110,212 |
(61,741) |
4,178,734 |
|
Loss after taxation for the period |
- |
- |
- |
(162,585) |
(162,585) |
|
Total comprehensive loss for the period |
- |
- |
- |
(162,585) |
(162,585) |
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
Issue of ordinary shares |
828,180 |
1,866,663 |
- |
- |
2,694,843 |
|
Expenses incurred on issue of ordinary shares |
- |
(135,462) |
- |
- |
(135,462) |
|
Share-based payments |
- |
- |
140,177 |
- |
140,177 |
|
Recycle of share-based payments on exercise |
- |
- |
(78,783) |
78,783 |
- |
|
Equity component of compound financial instrument |
- |
- |
151,631 |
- |
151,631 |
|
|
|
|
|
|
|
|
|
828,180 |
1,731,201 |
213,025 |
78,783 |
2,851,189 |
|
|
|
|
|
|
|
|
Balance at 31 October 2020 |
4,712,197 |
1,977,447 |
323,237 |
(145,543) |
6,867,338 |
|
|
|
|
|
|
|
|
Loss after taxation for the period |
- |
- |
- |
(527,226) |
(527,226) |
|
Total comprehensive loss for the period |
- |
- |
- |
(527,226) |
(527,226) |
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
Issue of ordinary shares |
1,328,946 |
19,056,601 |
- |
- |
20,385,547 |
|
Expenses incurred on issue of ordinary shares |
- |
(1,382,155) |
- |
- |
(1,382,155) |
|
Share-based payments |
- |
- |
2,507,789 |
- |
2,507,789 |
|
|
1,328,946 |
17,674,446 |
2,507,789 |
- |
21,511,181 |
|
|
|
|
|
|
|
|
Balance at 31 October 2021 |
6,041,143 |
19,651,893 |
2,831,026 |
(672,769) |
27,851,293 |
- Share capital is the amount subscribed for shares at nominal value
- Share premium reserve is the additional amount of funds received in excess of the nominal value of the shares and recorded net of associated transaction costs
- Other reserves comprise (i) share-based payments reserve in respect of share-based payments arising on the grant of employee share options and advisor warrants in accordance with IFRS 2 (ii) the equity component of the director's loan, which has been treated as a compound financial instrument
- Retained earnings represents the cumulative earnings of the Group attributable to equity shareholders.
The notes to the Company financial statements form an integral part of these financial statements.
Consolidated Statement of Cash Flows
|
|
|
Year ended 31 October 2021 |
Year ended 31 October 2020 |
|
|
|
£ |
£ |
|
Cash flows from operating activities: |
|
|
|
|
Loss before tax |
|
(2,536,040) |
(1,056,254) |
|
Adjustments for: |
|
|
|
|
Depreciation |
|
78,951 |
55,808 |
|
Amortisation of intangibles |
|
701,093 |
99,747 |
|
Impairment of intangibles |
|
15,554 |
- |
|
Fair value gain on financial assets through profit and loss |
|
- |
(77,518) |
|
Finance Income
|
|
(555) |
(240) |
|
Finance costs |
|
44,758 |
47,411 |
|
Share-based payment expenses |
|
2,507,789 |
140,177 |
|
(Increase) / decrease in inventories |
|
(290) |
3,550 |
|
Increase in trade and other receivables |
|
(5,109,957) |
(836,562) |
|
Increase in trade and other payables |
|
996,428 |
318,704 |
|
Income tax paid |
|
- |
(14,700) |
|
Income tax received |
|
68,447 |
- |
|
Net cash flows used in operating activities |
|
(3,233,822) |
(1,319,877) |
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
Payments to acquire property, plant and equipment |
|
(44,400) |
(33,584) |
|
Payments to develop and acquire intangible assets |
|
(7,047,008) |
(686,138) |
|
Payments to acquire investments |
|
- |
(60,010) |
|
Acquisition of subsidiary undertaking |
|
115,786 |
(100,000) |
|
Net cash flows used in investing activities |
|
(6,975,621) |
(879,732) |
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
Net proceeds from issue of equity |
|
16,905,139 |
2,454,313 |
|
Proceeds from borrowings |
|
- |
400,000 |
|
Repayment of borrowings |
|
(155,564) |
(68,592) |
|
Finance lease payments on right of use assets |
|
(49,642) |
(26,713) |
|
Interest received |
|
555 |
240 |
|
Interest paid |
|
(14,434) |
(23,873) |
|
Net cash flows from financing activities |
|
16,686,054 |
2,735,375 |
|
|
|
|
|
|
Net increase in cash and cash equivalents in the year |
|
6,476,611 |
535,766 |
|
Cash and cash equivalents at beginning of period |
|
1,032,473 |
496,707 |
|
Cash and cash equivalents at end of period |
|
7,509,084 |
1,032,473 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
7,509,084 |
1,032,473 |
|
|
|
|
|
|
Non-cash movements not disclosed within the consolidated statement of cash flows: |
|||
|
|
|||
|
Consideration shares issued on acquisition of The Inspirational Learning Group Limited £2,098,253. Further details of the total consideration paid for The Inspirational Learning Group Limited is presented in note 27 Business combination. Shared based compensation paid to Novum in respect of brokerage services in relation to fund raising activities of £240,000, which has been included within share premium. Further details of the movement in share premium is included in note 22. |
|||
The notes to the consolidated financial statements form an integral part of these financial statements.
Company Statement of Cash Flows
|
|
|
Year ended 31 October 2021 |
Year ended 31 October 2020 |
|
|
|
£ |
£ |
|
Cash flows from operating activities: |
|
|
|
|
Loss before tax |
|
(527,226) |
(162,585) |
|
Adjustments for: |
|
|
|
|
Impairment of loan to subsidiary undertaking |
|
- |
80,111 |
|
Finance income |
|
(364,154) |
(91,704) |
|
Finance costs |
|
30,324 |
23,654 |
|
Share-based payment expenses |
|
2,507,789 |
140,177 |
|
Increase in trade and other receivables |
|
451,816 |
(224,485) |
|
Increase in trade and other payables |
|
139,620 |
96,862 |
|
Net cash flows generated from/(used in) operating activities |
|
2,238,169 |
(137,970) |
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
Loans to subsidiary undertakings |
|
(13,722,051) |
(2,049,475) |
|
Repayments of loan from subsidiary undertaking |
|
- |
46,435 |
|
Acquisition of subsidiary |
|
(100,296) |
(100,000) |
|
Net cash flows used in investing activities |
|
(13,822,347) |
(2,103,040) |
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
Net proceeds from issue of equity |
|
16,905,139 |
2,454,313 |
|
Proceeds from borrowings |
|
- |
400,000 |
|
Interest received |
|
- |
129 |
|
Net cash flows from financing activities |
|
16,905,139 |
2,854,442 |
|
|
|
|
|
|
Net increase in cash and cash equivalents in the year |
|
5,320,961 |
613,432 |
|
Cash and cash equivalents at beginning of period |
|
938,806 |
325,374 |
|
Cash and cash equivalents at end of period |
|
6,259,767 |
938,806 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
6,259,767 |
938,806 |
|
|
|
|
|
|
Non-cash movements not disclosed within the consolidated statement of cash flows: |
|||
|
|
|
|
|
|
Consideration shares issued on acquisition of The Inspirational Learning Group Limited £2,098,253. Further details of the total consideration paid for The Inspirational Learning Group Limited is presented in note 27 Business combination. Shared based compensation paid to Novum in respect of brokerage services in relation to fund raising activities of £240,000, which has been included within share premium. Further details of the movement in share premium is included in note 22. |
|||
The notes to the Company financial statements form an integral part of these financial statements.
Notes to the Financial Statements
|
1 |
General Information |
|
|
|
|
|
|
|
Dev Clever Holdings Plc ("the Company") is publicly traded on the Standard List of the London Stock Exchange. The Company is incorporated and domiciled in England and Wales. Its registered office is Ventura House, Ventura Park Road, Tamworth, Staffordshire, B78 3HL and the registered number is 11589976. |
|
|
|
|
|
|
|
The Company is the parent company of Dev Clever Limited ("DevClever"), Phenix Digital Limited, The Inspirational Learning Group Limited and Launchmycareer Pvt Limited. Dev Clever is incorporated and domiciled in England and Wales with the same registered office as the Company. Phenix Digital Limited is incorporated and domiciled in England and Wales with the registered office being Creative Industries Centre, Wolverhampton Science Park, Wolverhampton, West Midlands, WV10 9TG. The Inspirational Learning Group Limited is incorporated and domiciled in England and Wales with the registered office being Stafford Education & Enterprise Park, Weston Road, Stafford, Staffordshire, ST18 0BF. Launchmycareer Pvt Limited is a private limited company incorporated under the provisions of the Indian Companies Act, 2013 and having its registered office at B-121 (Basement), Sector-67 Noida, India. |
|
|
|
|
|
|
|
The principal activity of the Group is the development of software solutions that enable its clients to engage with their customers. Its primary products are Launchmycareer.com and Launchyourcareer.com careers platforms, supported by the VICTAR VR virtual reality careers experience.
|
|
|
2 |
Summary of significant accounting policies |
|
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The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. |
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Basis of preparation |
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These consolidated financial statements have been prepared on a going concern basis under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities at fair value through profit or loss, and in accordance with International Financial Reporting Standards ("IFRS") in conformity with the requirements of the Companies Act 2006. |
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The preparation of financial statements requires management to exercise its judgement in the process of applying accounting policies. The areas involving a higher degree of judgement, or areas where assumptions and estimates are significant to the financial information, are disclosed in note 3. |
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The presentational and functional currency of the Company and Group is Sterling. Results in these financial statements have been prepared to the nearest £1. |
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Initial business combination |
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IFRS 3 Business Combination requires that a transaction in which a company with substantial operations ('operating company') arranges to be acquired by a shell company should be analysed to determine whether it is a business combination. The original acquisition of DevClever Limited by Dev Clever Holdings in a share for share exchange of the entire share capital of both entities, was indicative of DevClever Limited being the accounting acquiror. As Dev Clever Holdings had no other assets or liabilities other than its holding in DevClever Limited, it did not satisfy the definition of a business. As a result, the acquisition did not meet the definition of a business combination under IFRS 3 and fell outside the scope of IFRS 3. The Directors considered the requirements of IFRS 10 for the production of consolidated accounts through the application of the reverse acquisition methodology but without the need for recognising goodwill. As a result: |
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• the consolidated financial statements of the legal parent, Dev Clever Holdings plc, have been prepared as a continuation of the financial statements of the operating company, DevClever Limited. The opening net assets of Dev Clever Limited were recognised at book value and a merger reserve has been established to write down the nominal value of equity in Dev Clever Holdings, at the time of the acquisition, to the nominal value of the share capital in Dev Clever Limited, at that time. • the opening net assets of Dev Clever Limited have been recognised at book value. • a merger reserve has been established to write down the nominal value of equity in Dev Clever Holdings, at the time of the acquisition, to the nominal value of the share capital in Dev Clever Limited, at that time. The merger reserve of £2,499,900 represents the difference between the nominal value of equity in Dev Clever Holdings of £2,500,000 and the nominal value of equity in Dev Clever Limited of £100. |
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Basis of consolidation |
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Subsequent to the initial establishment of the Group the acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group.
Subsidiaries are entities over which the Group has the power to govern the financial and operating policies so as to obtain benefits from its activities, generally accompanied by a shareholding giving rise to the majority of voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date on which control ceases. The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the elements of control.
The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued, liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired, and liabilities and contingent liabilities assumed, in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill.
The consolidated financial statements incorporate those of Dev Clever Holdings plc and its subsidiaries DevClever Limited, Phenix Digital Limited, The Inspirational Learning Group Limited and Launchmycareer Pvt Limited. All financial statements are made up to 31 October 2021. Where necessary, adjustments have been made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other parts of the Group.
In the parent company financial statements, investments in subsidiaries are accounted for at cost less impairment. Where the trade and assets of a subsidiary have been transferred to another subsidiary within the Group, the investment held by the parent company is re-categorised as goodwill.
The Dev Clever Holdings plc, DevClever Limited, Phenix Digital Limited, The Inspirational Learning Group Limited and Launchmycareer Pvt Limited accounts have been prepared for the period ended 31 October 2021. |
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All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. |
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Adoption of new and revised standards |
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The Company has adopted all recognition, measurement and disclosure requirements of IFRS in conformity with the requirements of the Companies Act 2006 including any new and revised standards and Interpretations of IFRS in effect for financial periods commencing on or after 1 January 20. No new standards or amendments have been adopted for the first time in these financial statements. |
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Standards which are in issue but not yet effective |
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New and amended standards and interpretations issued but not yet effective or not yet endorsed for the financial year beginning 1 November 20 and not yet early adopted.
At the date of authorisation of these financial statements, the Group and Company have not applied the following new and revised IFRSs that have been issued but are not yet effective and (in some cases) have not yet been endorsed. The Group and Company intend to adopt these standards, if applicable, when they become effective.
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Standard |
Description |
Effective date for annual periods beginning on or after |
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IAS 1
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Amendments - Classification of Liabilities as Current or Non-current |
01-Jan-23 |
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IAS 16 |
Amendments - Property, Plant and Equipment |
01-Jan-22
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IAS 8
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Amendments - Definition of Accounting Estimates |
01-Jan-23 |
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IAS 1
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Amendments - Disclosure of Accounting Policies |
01-Jan-23 |
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IFRS
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Annual Improvements to IFRS Standards 2018-2020 |
01-Jan-22
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The Group has not early adopted any of the above standards. |
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Going concern |
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As part of their going concern review the Directors have followed the guidelines published by the Financial Reporting Council entitled "Guidance on Risk Management and Internal Control and Related Financial and Business Reporting". |
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The Directors have carried out a detailed assessment of going concern as part of the financial reporting process, taking into consideration a number of matters including forecast cash flows for a period of at least 12 months from the date of approval of the Financial Statements, medium and long term business plans and expectations.
At 31 October 2021 the Group had £7.5 million of cash and net assets of £21.5 million. The Group made a loss in the year of £2.6million (2020: £0.9 million loss) and had net current assets at the year end of £11.8 million (2020: £1.5 million). The Directors, having given due and careful consideration to growing revenue opportunities within the EdTech markets in which the Group operates alongside the opportunity, if necessary, to reduce ongoing investment in the Group's core platforms and operating expenses, are of the opinion that although the Group will need to raise further funds over the 12 months following approval of the financial statements in order to execute its strategy and for working capital, it has the ability to access additional financing, if required, over the next 12 months. The Directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors have adopted the going concern basis of accounting in the preparation of the annual financial statements.
The going concern basis of accounting has been applied based on management's consideration of financial projections and business plans for the business, which include a number of forward looking assumptions about the future growth in the customer base and conversions on the Launchmycareer.com platform as well as sales of STEM based learning solutions and associated hardware. As such management consider the going concern basis to be appropriate.
The auditors have made reference to going concern by way of a material uncertainty within their audit report. |
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Revenue recognition |
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Revenue comprises the fair value of the consideration received or receivable for the sales of goods or services in the ordinary course of the Company's activities. Revenue is measured as the fair value of the consideration received or receivable and is shown net of value added taxes, rebates and discounts. |
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Under IFRS 15 - Revenue from Contracts with Customers, five stages of revenue recognition have been applied to the Group's revenue:
Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation |
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Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and that the revenue can be reliably measured and specific criteria have been met for each of the Group's activities as described below. The Company bases its estimates on historical results taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. |
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Commercial development projects, customisation of software and set up fees Client-driven development entails direct co-operation between the development team and the client towards a client-defined goal. Such agreements are individually evaluated to determine if revenue is recognised at a point in time or over time based on the delivery of contractual milestones that are aligned to the satisfaction of performance obligations within the underlying contract / project brief. |
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Software subscription fees Software is licenced to customers via subscription on fixed term agreements. Where the client has obtained control of the licence and the ability to use and obtain substantially all the benefits from it, revenue is recognised. The client obtains control when a contract is agreed, the licence delivered, and the client has the right to use it.
Where a client subscribes to a software licence but the Company continues to maintain control of the on-going hosting, support, maintenance and upgrade activity, revenue is recognised on time elapsed and thus rateably over the term of the agreement. These customers simultaneously receive and consume the benefit of their software licence as we perform. |
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Support, maintenance and hosting contracts Revenue is recognised in accordance with the performance obligations contained with the associated support, maintenance and hosting agreement. Revenue is typically recognised based on time elapsed and thus rateably over the term of the agreement. Under our standardised support agreement, our performance obligation is to stand ready to provide technical product support and unspecified updates, upgrades and enhancements on a when-and-if-available basis. Our customers simultaneously receive and consume the benefit of these support services as we perform. |
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Operating profit |
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Operating profit comprises the Company's revenue for the provision of services, less the costs of providing those services and administrative overheads, including depreciation and amortisation of the Company's non-current assets. |
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Segmental reporting |
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Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (CODM). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions. |
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A business segment is a group of assets and operations, engaged in providing products or services that are subject to risks and returns that are different from those of other operating segments.
The Board of Directors assess the performance of the operating segments based on the measures of revenue, gross profit, operating profit and assets employed. |
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Finance costs |
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Finance costs represent the cost of borrowings and are accounted for on an amortised cost basis in the income statement using the effective interest rate. |
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Dividends |
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Dividends to the Company's shareholders are recognised when the dividends are approved for payment. |
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Earnings per share |
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Earnings per share represents the portion of the Company's profit / (loss) from continuing operations attributable to each outstanding share of the Company's ordinary share capital. |
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Diluted earnings per share represents the portion of the Company's profit / (loss) from continuing operations attributable to each outstanding share of the Company's ordinary share capital after taking into consideration the conversion of all outstanding employee share options and advisor warrants. |
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Adjusted earnings per share is a non-IFRS measure but is deemed an APM by the Board of Directors, and is an internal management measure of earnings per share in which the profit / (loss) from continuing operations has been adjusted to remove the effect of certain non-operating income and expenses. Management believes that this measure more accurately reflects the underlying operational performance of the business and its associated cash flow.
In determining the adjusted earnings per share, management has removed the costs associated with the Company's costs incurred to-date on the acquisition of Veative Labs Pvt Limited of £510,000 (2020: £nil) and the share-based payments expense incurred in the period of £2,507,789 (2020: £140,177). |
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Property, plant and equipment |
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Purchased property, plant and equipment is stated at cost less accumulated depreciation and any provision for impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is charged so as to write off the costs of assets over their estimated useful lives, on the following bases: |
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Right of use assets |
Life of lease |
Straight line |
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Computer equipment |
1 to 3 years |
Straight line |
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Fixtures and fittings |
3 to 10 years |
Straight line |
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Motor vehicles |
25% |
Reducing balance |
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The asset's residual values and useful economic lives are reviewed by the Directors and adjusted, if appropriate, at each balance sheet date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable value. |
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Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within other (losses) or gains in the income statement. When revalued assets are sold, the amounts included in other reserves are transferred to retained earnings. |
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Goodwill |
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Goodwill arising on the acquisition of a subsidiary undertaking is determined as the difference between the fair value of the assets, including any intangible assets arising on acquisition, and liabilities acquired, and the fair value of consideration paid. Goodwill, which is classified as an intangible asset with an indefinite life, is subject to an annual impairment review.
Further detail of the goodwill arising on the acquisition of Phenix Digital Limited can be found in note 12 Intangible assets.
Goodwill arising on the transfer of trade between subsidiaries
A transfer of trade between subsidiaries is defined as a type of restructure in which the trade and operations, including the transfer of staff and novation of sales contracts, of one subsidiary is transferred to another subsidiary in the Group. The transfer of trade and assets is accounted for within the parent company through the re-categorisation of the investment in the transferor as goodwill.
Further detail of the goodwill arising in the Company's statement of financial position and the re-categorisation of its investment in Phenix Digital as goodwill can be found in note 12 Intangible assets - Company and note 15 Investments |
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Intangible assets: Customer Relationships |
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Customer relationship assets reflect the recognition of future contractual revenue streams arising on acquisition. The assets are valued at the net present value of the future contracted revenue stream, discounted at the Group's cost of capital. |
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Customer relationship assets are amortised, to cost of sales, over the remaining life of the contract. Existing customer contracts had a life of up to 3 years. |
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Intangible assets: Internal Use Software - Software Development |
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An internally generated development intangible asset arising from the Company's product development is recognised if, and only if, the Company can demonstrate all of the following: |
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• the technical feasibility of completing the intangible asset so that it will be available for use or sale • its intention to complete the intangible asset and use or sell it • its ability to use or sell the intangible asset • how the intangible asset will generate probable future economic benefits • the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset • its ability to measure reliably the expenditure attributable to the intangible asset during its development |
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Internally generated development intangible assets are amortised, as a cost of sale, on a straight-line basis over their useful lives of up to three years. Amortisation is charged to the income statement from when the asset becomes available to use. |
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Where no internally generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in which it is incurred. |
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Intangible assets: Content IP and Licences |
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Purchased intellectual property and distribution agreements are recognised as intangible assets and are valued at their purchase price and amortised over the remaining useful life of the asset.
Content IP developed in-house - The asset is recognised if, and only if, the Company can demonstrate all of the following : · the technical feasibility of completing the intangible asset so that it will be available for use or sale • its intention to complete the intangible asset and use or sell it • its ability to use or sell the intangible asset • how the intangible asset will generate probable future economic benefits • the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset • its ability to measure reliably the expenditure attributable to the intangible asset during its development |
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The Company assesses the expected longevity of the content assets acquired, to establish the useful economic life of the asset. The expected longevity takes into consideration the rate of change in the underlying curricula to which the content relates. This is amortised, as a cost of sale, on a straight-line basis over their useful lives of up to ten years. Amortisation is charged to the income statement from when the asset becomes available to use. |
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At each balance sheet date, the Company reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
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Impairment of property, plant and equipment, and intangible assets |
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At each balance sheet date, the Company reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. |
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Recoverable amount is the higher of fair value less costs to sell, and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. |
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If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. In the case of a cash-generating unit, any impairment loss is charged first to any goodwill in the cash-generating unit and then pro rata to the other assets of the cash- generating unit. |
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Financial assets at fair value through profit or loss |
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The Group may undertake bespoke development activity for customers within Agency Services for which it receives equity shares as part consideration for the services it has provided. These assets are treated as financial assets at fair value through profit or loss, being financial assets held for trading that include investments in unlisted securities.
The Group recognises these assets at fair value, which it determines based on the degree to which fair value is observable:
· Level 1 fair value measurements being those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) · Level 2 fair value measurements being those derived from valuation techniques that includes inputs for the asset or liability that are not based on observable market data (unobservable inputs). · Level 3 assets whose fair value cannot be determined by using observable inputs or measures, such as market prices or models. Level 3 assets are typically very illiquid, and fair values can only be calculated using estimates or risk-adjusted value ranges.
Details of these assets and their valuation are included in note 14 Assets Held at Fair Value to these financial statements. |
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Investments |
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Investments in subsidiaries are carried at cost less accumulated impairment losses, in the Company's balance sheet. On disposal, the difference between disposal proceeds and the carrying amounts of the investments are recognised in profit or loss. |
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Financial instruments |
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Financial assets and financial liabilities are recognised in the consolidated statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets are de-recognised when the contracted rights to the cash flows from the financial asset expire or when the contracted rights to those assets are transferred. Financial liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or expired. Financial assets and financial liabilities are initially measured at their fair value. Transaction costs attributable to the acquisition of a financial asset or financial liability are added or deducted from the fair value of the financial asset or financial liability. |
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At each reporting date, financial assets are reviewed to assess whether there is objective evidence of impairment. If any such evidence exists, impairment loss is determined and recognised based on the classification of the financial asset. |
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Loans and receivables (including trade receivables, prepayments, deposits and other receivables, cash and bank balances) are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market. At each reporting date subsequent to initial recognition, loans and receivables are carried at amortised cost using the effective interest method, unless there is objective evidence that the asset is impaired. Impairment is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the original effective interest rate. Impairment losses are reversed in subsequent periods when an increase in the asset's recoverable amount can be related objectively to an event occurring after the impairment is recognised, subject to a restriction that the carrying amount of the asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. |
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(a) Trade and other receivables Trade and other receivables are recognised at their fair value. Appropriate provisions for estimated irrecoverable amounts are recognised in the statement of comprehensive income when there is objective evidence that the assets are impaired. Trade and other receivables are shown in note 21 as "loans and receivables". |
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(b) Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits held on call with banks. Cash and cash equivalents are shown in note 21 as "loans and receivables". |
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Financial liabilities and equity |
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(c) Trade and other payables Trade payables are recognised at their fair value. Trade and other payables are shown in note 21 as "other financial liabilities". |
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(d) Deferred income Where the Group invoices a customer for revenues, or receives payment for those revenues, in advance of the satisfaction of the associated performance obligation, those revenues are deferred and are disclosed as deferred income on the Statement of Financial Position. The revenue is recognised in the Statement of Comprehensive Income once the associated performance obligation is satisfied. |
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(e) Loans and borrowings After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the effective interest rate method (EIR) amortisation process. 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 EIR. The EIR amortisation is included in finance costs in the income statement. |
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(f) Convertible loan note The convertible loan note agreement, entered into by the Company on 20 January 2020, has been classified as a compound financial instrument under IAS 32. The fair value of the liability component is valued at the net present value of the contracted future cash flows, discounted at the Company's cost of borrowing, and is reported within "Loans and borrowings: amounts falling due in more than one year". Interest imputed on the liability component is amortised to the statement of comprehensive income on a straight-line basis over the life of the instrument. The equity component represents the residual amount after deducting the amount for the liability from the value of the funds received and is reported within "Other reserves". Further details of the loan note can be found in note 19. |
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(g) Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of issue costs.
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Employee benefits |
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The Company operates a defined contribution auto-enrolment pension scheme for employees of the Company. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension costs charged in the income statement are the contributions payable to the scheme in respect of the accounting period. |
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Current tax |
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The tax currently payable is based on taxable profit or loss for the year. Taxable profit or loss differs from the profit or loss for the financial year as reported in the statement of total comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.
Where tax credits are received in respect of allowable research and development expenditure, these are recognised in the statement of comprehensive income. |
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Deferred tax |
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Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. |
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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 future 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 the initial recognition of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. |
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Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income. |
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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. |
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Share based payments |
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The costs of equity settled transactions are measured at their fair value at the date at which they are granted. The cost of advisor warrants is recognised at the grant date as they are issued in respect of services already received. The cost of equity settled transactions with employees is charged to the income statement as an expense over the vesting period, on a straight-line basis, which ends on the date on which the relevant employees become fully entitled to the award. Non-market vesting conditions are taken into consideration by adjusting the numbers of options expected to vest, at each statement of financial position date, such that the cumulative charge recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The movement in cumulative expense since the previous reporting date is recognised in the statement of comprehensive income within administration expenses with a corresponding entry in the statement of financial position in the relevant share-based payment reserve.
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Fair value is determined using the Black-Scholes model, details of which are given in note 9 Share based payments. |
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Share warrants that are not granted in exchange for the provision of goods or services are accounted for in accordance with IAS 32 Financial Instruments. Where the number of shares under warrant and the associated consideration are both fixed, the warrants are accounted for as equity instruments, with any consideration received for the instruments being credited to equity.
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3 |
Critical accounting estimates and judgements |
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The preparation of these consolidated financial statements requires the Directors to make judgements and estimates that affect the reported amounts of assets and liabilities at each reporting date and the reported amounts of revenue during the reporting periods. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these estimates. Information about such judgements and estimations are contained in individual accounting policies. The key judgements and sources of estimation uncertainty that could cause an adjustment to be required to the carrying amount of assets or liabilities within the next accounting period are outlined below: |
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Capitalisation of development costs |
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The Group recognises costs incurred on development projects as an intangible asset which satisfies the requirements of IAS 38. The calculation of the costs incurred includes the time spent by certain employees on the development project, as recorded through their timesheets and the invoiced costs of third-party contractor resource. The decision whether to capitalise and how to determine the period of economic benefit of a development project requires judgement over the commercial viability of the project and the prospect of selling the related software to new or existing customers. |
|
|
|
|
|
The Group capitalised £2,633,899 of internal development costs in the year (2020: £686,138). Details of the development costs capitalised in the year are shown in note 12 Intangibles. |
|
|
|
|
|
Impairment of internally generated intangible assets |
|
|
|
|
|
An impairment review of the Company's development costs is undertaken at least annually. This review involves the use of judgement to consider the future projected income streams that will result from the aforementioned costs. The expected future cash flows are modelled and discounted over the expected life of the assets in order to test for impairment using the Group's cost of capital of 9.4% as the discount rate.
No impairment charge was made in the year (2020: £nil). Details of the impairment of internally generated intangible assets are shown in note 12 Intangibles. |
|
|
|
|
|
Provision for bad and doubtful debt |
|
|
|
|
|
A comprehensive review of the outstanding debts as at 31 October has been undertaken to assess the recoverability of the debt and any provisions that may be required however judgement is needed in making these assessments. In performing this review, the Directors have taken into account the following matters when performing this estimate:
• Payment history and any cash receipts from customers post year end • Age of debt • Segmentation of the customer base between public and private sector organisations to assess recoverability and payment trends on the two segments • Further considerations to assess underlying reasons for non-payment, contact with customers and any specific payment terms agreed with the customer
Taking into account the above factors, the impairment provisions made cover balances more than 90 days overdue (after adjusting for recoverable VAT and known recoverable amounts). The estimates and assumptions used to determine the level of provision will continue to be reviewed periodically and could lead to changes in the impairment provision methodology which would impact the income statement in future years. Details of the provision for bad and doubtful debt are provided in note 16. |
|
|
|
|
|
Impairment of goodwill |
|
|
|
|
|
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. The recoverable amount of a Cash Generating Unit (CGU) is determined from value in use calculations. The key assumptions for these calculations are externally derived long-term growth rates, discount rates and cash flow forecasts derived from the most recent financial budgets and forecasts approved by management covering a three-year period. Rates applied are:
• Long term growth rate 2.0% • Discount rate / cost of capital 9.4%
Budgets and forecasts are based on expectations of future outcomes taking into account past experience adjusted for revenue growth from both new business and like for like growth and taking into consideration external economic factors. Cash flows beyond the three-year period are extrapolated using estimated growth rates based on local expected economic conditions and do not exceed the long-term average growth rate for that country. The discount rates are based on the Group's weighted average cost of capital. Further details on impairment testing are provided in note 12 - Intangibles. |
|
|
|
|
|
Fair valuation of assets and liabilities arising on the acquisition of The Inspirational Learning Group Limited |
|
|
|
|
|
On 26 July 2021, the Group acquired the entire share capital of The Inspirational Learning Group Limited in exchange for consideration comprising a combination of new Ordinary 1p shares in Dev Clever Holdings Plc and cash. In establishing the fair value of assets acquired, the directors have exercised their judgement in establishing the existence of any intangible assets acquired, their associated fair values and their expected lifespan. It was determined that there were no intangible assets acquired. Further details of the fair valuation of assets and liabilities arising on the acquisition of The Inspirational Learning Group Limited are provided in note 27 - Business combination. |
|
|
|
|
|
Treatment of Veative IP deposit |
|
|
|
|
|
On 12 April 2021, the Group announced a comprehensive agreement with Veative Labs Pte Limited (Singapore), including the acquisition of an exclusive one-year license for the use of certain parts of Veative's intellectual property and immersive learning assets at a cost of $2.6 million (£1.9 million). At the same time, the Company also obtained a call option, exercisable over a period of one year, to acquire the full rights to this IP and associative immersive learning materials.
The Directors considered the accounting treatment of the one-year licence and concluded that in light of the Company's intention to exercise its call option over the acquisition of the full rights and associated materials, that the licence represented a deposit payment towards the full acquisition. As such, the Directors have capitalised the licence payment within intangible assets, under intellectual property ("IP"). The license is being amortised over the residual life of the underlying assets, deemed to be eight years. This has resulted in a charge in the year of £0.12 million. Further details on IP are provided in note 12 - Intangibles. |
|
4 |
Revenue |
2021 |
|
2020 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
Development and set up fees |
7,096,492 |
|
1,070,474 |
|
|
Subscription, hosting and support fees |
258,959 |
|
184,260 |
|
|
|
7,355,451 |
|
1,254,734 |
|
|
In the year to 31 October 2021, revenue from 2 of the Company's major customers represented more than 10% of the Company's revenue. Revenue related to those customers was £3,614,873 and £1,500,000 respectively. In the year to 31 October 2020, revenue from 3 of the Company's major customers accounted for more than 10% of the Company's revenue. Revenue relating to those customers was £450,679, £300,510 and £101,770 respectively. The major customers were different year on year. |
|
|
|
|
|
All revenues are from external customers and can be attributed to the following geographical locations, based on the customers' location as follows:
|
|
|
|
2021 |
|
2020 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
United Kingdom |
1,204,298 |
|
790,886 |
|
|
Rest of Europe |
1,500,000 |
|
- |
|
|
Middle East & Africa |
3,614,873 |
|
- |
|
|
Asia Pacific |
953,667 |
|
450,679 |
|
|
USA |
82,613 |
|
13,169 |
|
|
|
7,355,451 |
|
1,254,734 |
|
5 |
Expenses by nature |
2021 |
|
2020 |
|
|
|
£ |
|
£ |
|
|
Cost of sales |
|
|
|
|
|
Salary and other employee costs |
939,217 |
|
563,064 |
|
|
Third party contractors |
626,054 |
|
403,663 |
|
|
Less: software development costs capitalised |
(488,075) |
|
(387,038) |
|
|
Amortisation of software |
716,648 |
|
99,747 |
|
|
Direct materials and charges |
1,089,808 |
|
24,171 |
|
|
|
|
|
|
|
|
Total cost of sales |
2,883,652 |
|
703,607 |
|
|
|
|
|
|
|
|
Administration expenses |
|
|
|
|
|
Salary and other employee costs |
1,960,335 |
|
936,331 |
|
|
Third party contractors |
450,571 |
|
20,596 |
|
|
Sales commissions, including share based payment charge |
2,037,324 |
|
- |
|
|
Depreciation |
86,024 |
|
55,808 |
|
|
Legal, professional and regulatory fees |
1,230,843 |
|
270,007 |
|
|
Information technology and telecommunications |
264,885 |
|
159,031 |
|
|
Advertising and promotion |
624,282 |
|
88,707 |
|
|
Travel expenses |
103,573 |
|
48,329 |
|
|
Premises |
68,794 |
|
45,278 |
|
|
Other administration expenses |
137,005 |
|
13,641 |
|
|
|
|
|
|
|
|
Total administration expenses |
6,963,636 |
|
1,637,728 |
|
|
Legal, professional and regulatory fees include £504,211 (2020: £nil) of fees in connection with the Veative acquisition |
|||
|
|
|
|
|
|
|
|
Auditors remuneration |
2021 |
|
2020 |
|
|
|
£ |
|
£ |
|
|
Fees payable to the Company's auditor and associates |
|
|
|
|
|
|
|
|
|
|
|
For the audit of the Group and Company financial statements |
83,580 |
|
37,328 |
|
|
Corporate Transaction Services in relation to work as reporting accountant for the prospectuses in FY2021 and FY2020 |
82,500 |
|
16,000 |
|
|
Other assurance services |
- |
|
1,680 |
|
|
|
166,080 |
|
55,008 |
|
6 |
Segmental analysis |
|
||||
|
|
|
|
||||
|
|
The chief operating decision maker considers the Group's segments to be by geographical location and by revenue type. Educate is the Company's primary division and the focus of management and capital resource. Therefore, the chief operating decision maker believes there is no ongoing requirement for an analysis between Educate and Agency. |
|||||
|
|
|
|
Year ended 31 October 2021 |
|||
|
|
|
|
Educate |
|
|
Total |
|
|
|
|
£ |
|
|
£ |
|
|
Revenue by geographical location |
|
|
|
|
|
|
|
United Kingdom |
|
1,204,298 |
|
|
1,204,298 |
|
|
Rest of Europe |
|
1,500,000 |
|
|
1,500,000 |
|
|
Middle East & Africa |
|
3,614,873 |
|
|
3,614,873 |
|
|
Asia Pacific |
|
953,667 |
|
|
953,667 |
|
|
USA |
|
82,613 |
|
|
82,613 |
|
|
|
|
7,355,451 |
|
|
7,355,451 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
Year ended 31 October 2020 |
|||
|
|
|
|
Educate |
Agency |
|
Total |
|
|
|
|
£ |
£ |
|
£ |
|
|
Revenue by geographical location |
|
|
|
|
|
|
|
United Kingdom |
|
111,327 |
679,559 |
|
790,886 |
|
|
Asia Pacific |
|
450,679 |
- |
|
450,679 |
|
|
USA |
|
3,294 |
9,875 |
|
13,169 |
|
|
|
|
565,300 |
689,434 |
|
1,254,734, |
|
|
Segmental analysis |
|
||||
|
|
|
|
||||
|
|
|
Year ended 31 October 2021 |
||||
|
|
|
|
Educate |
|
|
Total |
|
|
|
|
£ |
|
|
£ |
|
|
Revenue by type |
|
|
|
|
|
|
|
Development and set up fees |
|
7,088,253 |
|
|
7,088,253 |
|
|
Subscription, hosting and support fees |
|
267,198 |
|
|
267,198 |
|
|
|
|
7,355,451 |
|
|
7,355,451 |
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
(2,883,652) |
|
|
(2,883,652) |
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
4,471,799 |
|
|
4,471,799 |
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
15,952 |
|
|
15,952 |
|
|
|
|
|
|
|
|
|
|
Costs not allocated by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based payment expenses |
|
|
|
|
(2,507,789) |
|
|
Fair value gain on financial assets at fair value |
|
|
|
|
- |
|
|
Finance income |
|
|
|
|
555 |
|
|
Finance costs |
|
|
|
|
(44,758) |
|
|
Tax credit |
|
|
|
|
6,764 |
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period attributable to shareholders |
|
|
|
|
(2,529,276) |
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 October 2020 |
||||
|
|
|
|
Educate |
Agency |
|
Total |
|
|
|
|
£ |
£ |
|
£ |
|
|
Revenue by type |
|
|
|
|
|
|
|
Development and set up fees |
|
476,332 |
594,142 |
|
1,070,474 |
|
|
Subscription, hosting and support fees |
|
88,968 |
95,292 |
|
184,260 |
|
|
|
|
565,300 |
689,434 |
|
1,254,734 |
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
(183,774) |
(519,833) |
|
(703,607) |
|
|
|
|
|
|
|
|
|
|
Gross profit by segment |
|
381,526 |
169,601 |
|
551,127 |
|
|
|
|
|
|
|
|
|
|
Operating loss by segment |
|
(438,005) |
(508,419) |
|
(946,424) |
|
|
|
|
|
|
|
|
|
|
Costs not allocated by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based payment expenses
|
|
|
|
|
(140,177) |
|
|
Fair value gain on financial assets at fair value |
|
|
|
|
77,518 |
|
|
Finance income |
|
|
|
|
240 |
|
|
Finance costs |
|
|
|
|
(47,411) |
|
|
Tax credit |
|
|
|
|
118,557 |
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period attributable to shareholders |
|
|
|
|
(937,697) |
|
|
The segmental analysis above reflects the parameters applied by the Board when considering the Group's monthly management accounts. Costs not allocated by segment are a combination of non-operating income and expenditure, and share based payments.
|
|
|
|
Year ended 31 October 2021 |
||||
|
|
|
|
Educate |
|
|
Total |
|
|
|
|
£ |
|
|
£ |
|
|
Financial position |
|
|
|
|
|
|
|
Net current assets |
|
11,841,314 |
|
|
11,841,314 |
|
|
Net assets |
|
21,461,702 |
|
|
21,461,702 |
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 October 2020 |
||||
|
|
|
|
Educate |
Agency |
|
Total |
|
|
|
|
£ |
£ |
|
£ |
|
|
Financial position |
|
|
|
|
|
|
|
Net current assets |
|
944,352 |
439,811 |
|
1,384,163 |
|
|
Net assets |
|
1,718,534 |
624,083 |
|
2,342,617 |
|
|
|
|
|
|
|
|
|
7 |
Particulars of staff |
|
|
|
|
|
|
|
|
|
|
|
The average number of persons employed by the Group, including Directors, during the year was: |
|||
|
|
|
2021 |
|
2020 |
|
|
|
No. |
|
No. |
|
|
|
|
|
|
|
|
Product development |
25 |
|
18 |
|
|
Sales and administration |
23 |
|
9 |
|
|
|
48 |
|
27 |
|
|
|
|
|
|
|
|
The aggregate payroll costs of these persons were: |
|||
|
|
|
2021 |
|
2020 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
Wages and salaries |
2,237,628 |
|
1,223,798 |
|
|
Social security costs |
246,528 |
|
130,522 |
|
|
Pension costs - defined contribution plan |
33,500 |
|
21,185 |
|
|
Share based payments - employee option expense |
381,896 |
|
123,890 |
|
|
|
2,899,552 |
|
1,499,395 |
|
|
|
|
|
|
|
|
Being: |
|
|
|
|
|
Salary and other employee costs reported within cost of sales |
939,217 |
|
563,064 |
|
|
Salary and other employee costs reported within administration expenses |
1,960,335 |
|
936,331 |
|
|
|
2,899,552 |
|
1,499,395 |
|
|
Less: wages and salaries capitalised within software development costs |
(440,001) |
|
(331,227) |
|
|
|
2,459,551 |
|
1,168,168 |
|
|
|
|
|
|
|
|
The Company employed two Non-Executive Directors, at a total cost of £43,080 (2020: £42,644). |
|||
|
|
|
|
|
|
|
|
Key management remuneration |
|
|
|
|
|
|
|
|
|
|
|
Remuneration of the key management team, including Directors, during the year was as follows |
|||
|
|
|
|
|
|
|
|
|
2021 |
|
2020 |
|
|
|
£ |
|
£ |
|
|
Aggregate emoluments including short-term employee benefits |
882,789 |
|
460,102 |
|
|
Social security costs |
111,033 |
|
56,890 |
|
|
Pension costs - defined contribution plan |
7,711 |
|
5,028 |
|
|
Consultancy fees |
8,000 |
|
- |
|
|
Share based payments - employee option expense |
352,264 |
|
87,373 |
|
|
|
1,361,797 |
|
609,393 |
|
|
|
|
|
|
|
|
Key management personnel include the Directors, Richard Lee, the Global Sales Director (Educate), Keith Hayes, the Head of Governance and Risk, Jim Cannon, Group Product Director, and Ankur Aggarwal, Managing Director of Launchmycareer Pvt Limited.
Directors' remuneration is detailed within the Remuneration Report. Details of key manager remuneration are outlined below (FY 2020: £108,603). |
|||
|
|
Management personnel |
|
|
|
|||
|
|
|
Salary and fees |
Taxable benefits |
Pension related benefits |
Social security costs |
Share based payments - employee option expense |
2021 Total |
|
|
|
£ |
£ |
£ |
£ |
£ |
£ |
|
|
Richard Lee |
86,843 |
7,800 |
1,800 |
11,844 |
140,524 |
248,811 |
|
|
Keith Hayes |
82,846 |
7,180 |
- |
11,308 |
74,603 |
175,937 |
|
|
Jim Cannon |
82,846 |
7,180 |
879 |
11,308 |
74,603 |
176,816 |
|
|
Julian Carter |
52,666 |
3,460 |
- |
4,482 |
(3,230) |
57,378 |
|
|
Ankur Aggarwal |
26,168 |
- |
- |
- |
- |
26,168 |
|
|
Total |
331,369 |
25,620 |
2,679 |
38,942 |
286,500 |
685,110 |
|
|
|
|
|
|
|
|
|
|
|
Remuneration for Jim Cannon relates to the period following his appointment on 30 November 2020.
Keith Hayes was employed by the Group on a full-time basis on 30 November 2020. Prior to that date he provided services to the Group as a self-employed contractor on a part-time basis. Remuneration for Julian Carter relates to the period up to the cessation of his employment on 9 April 2021.
The Group paid consultancy fees of £26,168 to Veative Labs Pvt Limited In respect of the services provided by Ankur Aggarwal. |
||||||
|
|
Directors' remuneration |
|
|
|
|
|
|
|
|
|
|
|
Remuneration of the Directors during the period was as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
2020 |
|
|
|
£ |
|
£ |
|
|
Aggregate emoluments including short-term employee benefits |
525,800 |
|
352,856 |
|
|
Pension costs - defined contribution plan |
5,032 |
|
3,671 |
|
|
Directors' remuneration |
530,832 |
|
356,527 |
|
|
Social security costs |
72,091 |
|
43,074 |
|
|
Consultancy fees |
8,000 |
|
- |
|
|
Share based payments - employee option expense |
65,764 |
|
54,006 |
|
|
|
676,687 |
|
453,607 |
|
|
|
|||
|
|
Chris Jeffries, the Executive Chairman and CEO, was the highest paid director. Details of his remuneration are detailed in the Remuneration Report. |
|||
|
|
|
|
|
|
|
8 |
Finance income and expense |
|
|
|
|
|
|
2021 |
|
2020 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
Interest receivable on bank deposits |
555 |
|
240 |
|
|
|
|
|
|
|
|
Finance income and expense (continued) |
|
|
|
|
|
|
2021 |
|
2020 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
Interest expense on financial liabilities measured at amortised cost |
44,758 |
|
47,411 |
|
|
|
|
|
|
|
|
Interest expense includes interest payable in respect of finance leases of, £4,370 (2020: £6,787) following the adoption of IFRS 16, imputed interest of £30,324 (2020: £23,654) on the liability element of the convertible loan notes, interest on bank borrowings of £8,403 (2020: £16,970) and interest on hire purchase agreements of £1,657 (2020: £nil). |
|||
|
9 |
Share-based payments |
|
|
|
|||||
|
|
|
|
|
|
|||||
|
|
Share-based payment schemes with employees |
||||||||
|
|
During the year ended 31 October 2021, Dev Clever Holdings plc granted the following new awards under its EMI share option plan:.
On 30 November 2020, Dev Clever Holdings plc granted options to purchase 2m ordinary shares to Jim Cannon on his appointment as Chief Product Officer. The options vest in equal annual instalments, subject to continued service, over a period of 3 years and are exercisable at a price of £0.10. The options were valued under the Black Scholes Model with an expense recognised in the income statement during the period of £74,603.
On 30 November 2020, Dev Clever Holdings plc granted options to purchase 2m ordinary shares to Keith Hayes on his appointment as Head of Governance and Risk. The options vest in equal annual instalments, subject to continued service, over a period of 3 years and are exercisable at a price of £0.10. The options were valued under the Black Scholes Model with an expense recognised in the income statement during the period of £74,603. |
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|
|
|
||||||||
|
|
Advisor Options On 1 September 2021, in accordance with the terms of the services agreement secured with Aldebaron, the Company granted options to purchase 7,000,000 shares to Aldebaron in consideration of services provided in securing the contract. These options were granted at an exercise price of £0.01 per share, and vested immediately. The options expire on 28 February 2022. The options were valued under the Black-Scholes Model. The expense recognised in the income statement during the period was £2,030,240.
On 11 February 2021, as part of the consideration in respect of the successful completion of the Veative acquisition, the Company granted options to purchase 1,000,000 shares to Scott Ashby, at an exercise price of £0.15 per share, which vest immediately on completion of the acquisition The options expire 4 months post-completion. The options were valued under the Black-Scholes Model. The expense recognised in the income statement during the period was £95,653. |
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|
|
|
|
|
|
|||||
|
|
The Company has measured the fair value of the services received as consideration for equity instruments of the Company, indirectly by reference to the fair value of the equity instruments. The table below sets out the options and warrants that were issued during the period and the principal assumptions used in the valuation. |
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|
|
|
|
|
|
|||||
|
|
During the period the Group and Company recognised a total expense of £2,507,789 (2020: £140,177) in the income statement in respect to share options and warrants in issue or committed to issuing at the end of the reporting period. |
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|
|
|
|
|
|
|||||
|
|
The table below represents the weighted average exercise price (WAEP) of and the movements in share options and warrants during the period: |
||||||||
|
|
|
31 October 2021 |
WAEP |
31 October 2020 |
WAEP |
|
|||
|
|
|
|
|
|
|
|
|||
|
|
Outstanding at beginning of period |
29,392,266 |
1.17 |
29,782,065 |
1.00 |
|
|||
|
|
Issued in period |
162,000,000 |
42.67 |
13,620,637 |
5.55 |
|
|||
|
|
Lapsed during period |
(2,220,995) |
9.10 |
(662,983) |
1.00 |
|
|||
|
|
Exercised during the period |
(3,535,908) |
1.34 |
(13,347,453) |
1.14 |
|
|||
|
|
Outstanding at the end of the period |
185,635,363 |
37.58 |
29,392,266 |
1.17 |
|
|||
|
|
|
|
|
|
|
|
|||
|
|
Exercisable at the end of the period |
101,630,937 |
32.23 |
5,011,784 |
3.05 |
|
|||
|
|
The Company has measured the fair value of the services received as consideration for equity instruments of the Company, indirectly by reference to the fair value of the equity instruments. The table below sets out the options that were issued during the period and the principal assumptions used in the valuation. |
|
|
Type |
|
Employee |
Advisor |
|
|
Grant Date |
|
30 November 2020 |
Various |
|
|
Number of options/warrants |
|
4,000,000 |
8,000,000 |
|
|
Share price at grant date |
|
£0.0755 |
£0.23 to £0.33 |
|
|
Exercise price at grant date |
|
£0.10 |
£0.01 to £0.15 |
|
|
Risk free rate |
|
0.84% |
0.70% |
|
|
Option life |
|
10 years |
4 months to 6 months |
|
|
Expected volatility |
|
101.72% |
63.48% to 83.51% |
|
|
Expected dividend yield |
|
0% |
0% |
|
|
Expected redemption |
|
100% |
100% |
|
|
Fair value per option / warrant at grant date |
|
£0.067 |
£0.10 to £0.29 |
|
10 |
Taxation |
|
|
|
|
|
|
2021 |
|
2020 |
|
|
|
£ |
|
£ |
|
|
Current tax |
|
|
|
|
|
Current corporation tax (charge) /credit |
(4,384) |
|
62,376 |
|
|
Adjustments in respect of prior years |
1,101 |
|
52,036 |
|
|
|
(3,283) |
|
114,412 |
|
|
|
|
|
|
|
|
Deferred tax |
|
|
|
|
|
Credit in respect of current year |
10,047 |
|
4,145 |
|
|
|
10,047 |
|
4,145 |
|
|
|
|
|
|
|
|
Tax on loss on ordinary activities |
6,764 |
|
118,557 |
|
|
|
|
|
|
|
|
Tax reconciliation |
|
|
|
|
|
Loss before taxation |
(2,536,040) |
|
(1,056,254)
|
|
|
Tax using weighted average corporation tax rate of 20.11% (2020: 19%) |
509,933 |
|
200,688 |
|
|
Non-deductible expenses |
(672,908) |
|
(39,916) |
|
|
Other tax adjustments |
817 |
|
50,047 |
|
|
Incremental tax relief re research and development expenditure |
- |
|
45,387 |
|
|
Restriction of relief on settlement of research and development tax credits |
- |
|
(19,009) |
|
|
Incremental deductions for share-based payment at intrinsic value |
158,970 |
|
204,853 |
|
|
Utilised tax losses |
255,540 |
|
- |
|
|
Unutilised tax losses carried forward |
(246,689) |
|
(375,529) |
|
|
|
|
|
|
|
|
Adjustment to current tax in respect of prior years (1) |
1,101 |
|
52,036 |
|
|
|
6,764 |
|
118,557 |
|
|
|
|
|
|
|
|
Expected tax rate of 20.11% is the combined weighted average Group rate, allowing for 19% for UK-based entities and 25.6% for India-based entities. In the prior year, all entities were UK-based. |
|||
|
|
(1) 2020 adjustment to current tax in respect of prior year's relates to the finalisation and submission of research and development tax credit |
|||
|
|
|
|||
|
|
The Group has accumulated tax losses of approximately £3,100,508 (2020: £3,018,974) that are available, under current legislation, to be carried forward against future profits.
No deferred tax asset has been recognised in respect of these losses due to the uncertainty of future trading profits. |
|||
|
11 |
Earnings per share |
|
|
|
|
|
|
|
|
|
|
|
The basic earnings per share is calculated by dividing the profit attributable to equity shareholders by the weighted average number of shares in issue.
The Group has in issue 185,635,363 warrants and options at 31 October 2021 (2020: 29,392,266). The loss attributable to equity holders and the weighted average number of ordinary shares for the purposes of calculating diluted earnings per ordinary share are identical to those used for the basic earnings per ordinary share. This is because the exercise of warrants and options would have the effect of reducing the loss per ordinary share and is therefore anti-dilutive.
Adjusted profit/(loss) is a non-IFRS measure but is deemed an APM by the Board of Directors. As the Group made an adjusted profit in the period, both a basic and a diluted adjusted earnings per ordinary share for the period are presented below. |
|||
|
|
|
|
|
|
|
|
|
2021 |
|
2020 |
|
|
|
£ |
|
£ |
|
|
Loss attributable to equity holders of the Group: |
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations
|
(2,529,276) |
|
(937,697) |
|
|
Weighted average number of shares for Basic and diluted EPS |
551,494,774 |
|
430,264,573 |
|
|
Basic and diluted earnings per share from continuing operations (pence) |
(0.46) |
|
(0.22) |
|
|
|
|
|
|
|
|
Adjusted profit/(loss) attributable to equity holders of the Group: |
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations
|
482,824 |
|
(797,520) |
|
|
Weighted average number of shares for Basic EPS
|
551,494,774 |
|
430,264,573 |
|
|
Weighted average number of shares for diluted EPS
|
623,472,118 |
|
430,264,573 |
|
|
Basic earnings per share from continuing operations (pence) |
0.09 |
|
(0.19) |
|
|
Diluted earnings per share from continuing operations (pence) |
0.08 |
|
(0.19) |
|
|
|
|
|
|
|
|
The adjusted profit/(loss) is calculated after adjusting for non-recurring one-off expenditure associated with the placing, fees in connection with the Veative acquisition and the costs of the warrants and options granted in the period. |
|||
|
|
|
|
|
|
|
|
|
2021 |
|
2020 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
Loss attributable to equity holders of the Group |
(2,529,276) |
|
(937,697) |
|
|
|
|
|
|
|
|
Fees in connection with the Veative acquisition |
504,311 |
|
- |
|
|
Share-based payment - share options |
2,507,789 |
|
123,889 |
|
|
Share-based payments - share warrants |
- |
|
16,288 |
|
|
|
|
|
|
|
|
Adjusted profit/(loss) attributable to equity holders of the Group |
482,824 |
|
(797,520) |
|
12 |
Intangible assets - Group |
|
|
|
|
|
||||||
|
|
|
Goodwill |
Intangible assets |
|||||||||
|
|
|
|
Trademark |
Customer Relationships |
Externally purchased software |
Internal use software |
Intellectual Property |
Total |
||||
|
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
||||
|
|
Cost |
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
|
|
At 31 October 2019 |
- |
3,682 |
- |
7,430 |
331,853 |
- |
342,965 |
||||
|
|
Acquired on acquisition of subsidiary |
240,145 |
|
74,659 |
- |
- |
|
74,659 |
||||
|
|
Additions |
- |
- |
- |
- |
686,138 |
|
686,138 |
||||
|
|
At 31 October 2020 |
240,145 |
3,682 |
74,659 |
7,430 |
1,017,991 |
- |
1,103,762 |
||||
|
|
Acquired on acquisition of subsidiary |
2,322,785 |
- |
- |
- |
- |
- |
- |
||||
|
|
Additions |
- |
- |
- |
6,500 |
2,633,899 |
4,406,608 |
7,047,007 |
||||
|
|
At 31 October 2021 |
2,562,930 |
3,682 |
74,659 |
13,930 |
3,651,890 |
4,406,608 |
8,150,769 |
||||
|
|
|
|
|
|
|
|
|
|
||||
|
|
Amortisation |
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
|
|
At 31 October 2019 |
- |
- |
- |
(828) |
(184,464) |
|
(185,292) |
||||
|
|
Charge for the year |
- |
- |
(21,776) |
(2,483) |
(75,488) |
|
(99,747) |
||||
|
|
Impairment |
- |
- |
- |
- |
- |
|
- |
||||
|
|
At 31 October 2020
|
- |
- |
(21,776) |
(3,311) |
(259,952) |
- |
(285,039) |
||||
|
|
Charge for the year |
- |
- |
(37,329) |
(2,455) |
(383,632) |
(277,677) |
(701,093) |
||||
|
|
Impairment |
- |
- |
(15,554) |
- |
- |
- |
(15,554) |
||||
|
|
At 31 October 2021 |
- |
- |
(74,659) |
(5,766) |
(643,584) |
(277,677) |
(1,001,686) |
||||
|
|
Net book value |
|
|
|
|
|
|
|
||||
|
|
At 31 October 2021 |
2,562,930 |
3,682 |
- |
8,164 |
3,008,306 |
4,128,931 |
7,149,083 |
||||
|
|
At 31 October 2020 |
240,145 |
3,682 |
52,883 |
4,119 |
758,039 |
- |
818,723 |
||||
|
|
Goodwill arose during the year on the acquisitions of The Inspirational Learning Group Limited and Launchmycareer Pvt Limited. The net book value of the previously acquired customer relationship asset has been fully written down during the year, as the hosting of school websites has been passed-off to a third party.
The Company's internally developed software primarily relates to its Launchmycareer.com and Launchyourcareer.com careers education platforms, which incorporate VICTAR VR.
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. The recoverable amount of a Cash Generating Unit (CGU) is determined from value in use calculations. The key assumptions for these calculations are externally derived long-term growth rates, discount rates and cash flow forecasts derived from the most recent financial budgets and forecasts approved by management covering a three-year period. Rates applied are:
• Long term growth rate 2.0% • Discount rate / cost of capital 9.4%
Budgets and forecasts are based on expectations of future outcomes taking into account past experience adjusted for revenue growth from both new business and like for like growth and taking into consideration external economic factors. Cash flows beyond the three-year period are extrapolated using estimated growth rates, based on local expected economic conditions and do not exceed the long-term average growth rate for that country. The discount rates are based on the Group's weighted average cost of capital.
No issues were identified that required an impairment. |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets - Company |
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
|
|
|
Cost |
£ |
|
|
|
|
|
|
|
|
|
At 1 November 2020 |
183,928 |
|
|
|
|
|
|
|
|
|
At 31 October 2021 |
183,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Book Value |
183,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The goodwill reflects the retention of the economic value accruing to the Company from its acquisition of Phenix Digital Limited following the decision to transfer its trade and operations of to DevClever Limited post acquisition.
The Company tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. The recoverable amount of a Cash Generating Unit (CGU) is determined from value in use calculations. The key assumptions for these calculations are externally derived long-term growth rates, discount rates and cash flow forecasts derived from the most recent financial budgets and forecasts approved by management covering a three-year period.
Budgets and forecasts are based on expectations of future outcomes taking into account past experience adjusted for revenue growth from both new business and like for like growth and taking into consideration external economic factors. Cash flows beyond the three-year period are extrapolated using an estimated growth rates of 2.0%, based on local expected economic conditions and do not exceed the long-term average growth rate for that country. The discount rates are based on the Group's weighted average cost of capital of 9.4%.
No issues were identified that required an impairment.
|
||||||||
|
13 |
Property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
Right of use assets |
Fixtures and fittings (incl. motor vehicles) |
Computer equipment |
|
Total |
|
||
|
|
|
£ |
£ |
£ |
|
£ |
|
||
|
|
Cost |
|
|
|
|
|
|
||
|
|
At 31 October 2019 |
- |
18,695 |
63,891 |
|
82,586 |
|
||
|
|
Initial adoption of IFRS 16 |
84,249 |
- |
- |
|
84,249 |
|
||
|
|
Acquired on acquisition of subsidiary |
- |
- |
1,750 |
|
1,750 |
|
||
|
|
Additions |
- |
- |
33,584 |
|
33,584 |
|
||
|
|
At 31 October 2020 |
84,249 |
18,695 |
99,225 |
|
202,169 |
|
||
|
|
Acquired on acquisition of subsidiary |
6,785 |
14,827 |
3,311 |
|
24,923 |
|
||
|
|
Additions |
220,232 |
2,745 |
41,655 |
|
264,632 |
|
||
|
|
At 31 October 2021 |
311,266 |
36,267 |
144,191 |
|
491,724 |
|
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
|
Depreciation |
|
|
|
|
|
|
||
|
|
At 31 October 2019 |
- |
(4,663) |
(36,217) |
|
(40,880) |
|
||
|
|
Charge for the year |
(26,605) |
(6,053) |
(23,150) |
|
(55,808) |
|
||
|
|
At 31 October 2020 |
(26,605) |
(10,716) |
(59,367) |
|
(96,688) |
|
||
|
|
Charge for the year |
(26,604) |
(6,719) |
(21,950) |
|
(55,273) |
|
||
|
|
Impairment |
(23,678) |
- |
- |
|
(23,678) |
|
||
|
|
At 31 October 2021 |
(76,887) |
(17,435) |
(81,317) |
|
(175,639) |
|
||
|
|
|
|
|
|
|
|
|
||
|
|
Net book value |
|
|
|
|
|
|
||
|
|
At 31 October 2021 |
234,379 |
18,832 |
62,874 |
|
316,085 |
|
||
|
|
At 31 October 2020 |
57,644 |
7,979 |
39,858 |
|
105,481 |
|
||
|
|
|
|
|
|
|
|
|
||
|
|
The right of use asset as at the prior year end relates to the property lease for the Group's premises at Unit 1, Ninian Way, Tamworth, which has been recognised on adoption of IRFS 16 Leases. The associated IFRS 16 lease liability is included within other loans and borrowings (see note 19). On 27 July 2021, the Group acquired the entire share capital of The Inspirational learning Group Limited. The Group has recognised a right of use asset in respect of its office premises at Stafford Education and Enterprise Park, Weston Road, Stafford. The lease expires on 1 January 2022. In September 2021, the Group entered into a property lease in respect of its office premises at The New Beacon Building, Stafford Enterprise Park, Weston Road, Stafford, effective 1 November 2021, and consequently recognised a right of use asset in respect of this lease, which expires on 31 October 2027. |
|
|||||||
|
|
An assessment was undertaken for indicators of impairment at the balance sheet- date. No issues were identified that required an impairment review to be conducted. |
|
|||||||
|
14 |
Financial assets at fair value through profit or loss - Group |
|
|
|
|
|
|
2021 |
|
2020 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
Equity investments |
138,653 |
|
138,653 |
|
|
|
|
|
|
|
|
The Group's financial assets valued at fair value through profit or loss represent its ownership interest in Audoo Limited, a private limited company.
The fair value of the financial assets is measured by reference to the degree to which fair value is observable:
· Level 1 fair value measurements being those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) · Level 2 fair value measurements being those derived from valuation techniques that includes inputs for the asset or liability that are not based on observable market data (unobservable inputs). · Level 3 assets whose fair value cannot be determined by using observable inputs or measures, such as market prices or models. Level 3 assets are typically very illiquid, and fair values can only be calculated using estimates or risk-adjusted value ranges.
The fair value has been established by reference the issue price of shares in Audoo at its latest funding round of £48.06 per Ordinary Share. As a private limited company, Audoo's share price is not observable market data and therefore represents a level 2 fair value measurement as defined in the fair value hierarchy above. |
|||
|
|
Name of undertaking |
Country of incorporation |
Ownership interest |
Voting power held |
Nature of business
|
|
|
Audoo Limited |
UK |
0.99% |
0.99% |
Audio devices |
|
|
|
|
|
|
|
|
|
The Company holds 2,885 Ordinary A shares (2020: 2,885) in Audoo Limited, a developer of audio meters to support performance rights organisations track played music. The shares were acquired as part consideration for services provided as follows: |
||||
|
|
|
No. |
Cost |
Fair value |
Fair value gain / (loss) |
|
|
10 May 2019 |
750 |
1,125 |
36,045 |
34,920 |
|
|
2 March 2020 |
1,250 |
30,000 |
60,075 |
30,075 |
|
|
22 May 2020 |
885 |
30,010 |
42,533 |
12,523 |
|
|
|
2,885 |
61,135 |
138,653 |
77,518 |
|
|
|
|
|
|
|
|
15 |
Investments - Company |
|
|
|
|
|
|
|
|
Shares in subsidiaries |
|
|
Cost and carrying value |
|
|
£ |
|
|
|
|
|
|
|
|
As at 31 October 2019 |
|
|
2,500,000 |
|
|
Additions |
|
|
183,928 |
|
|
Re-categorised as goodwill on transfer of trade and operations |
|
|
(183,928) |
|
|
As at 31 October 2020 |
|
|
2,500,000 |
|
|
Additions |
|
|
2,198,549 |
|
|
As at 31 October 2021 |
|
|
4,698,549 |
|
|
|
|
|
|
|
|
Details of the Company's subsidiaries at 31 October 2021 are as follows: |
|||
|
|
Name of undertaking |
Country of incorporation |
Ownership interest |
Voting power held |
Nature of business
|
|
|
DevClever Limited |
UK |
100% |
100% |
Digital media |
|
|
|
|
|
|
|
|
|
Phenix Digital Limited |
UK |
100% |
100% |
Digital media |
|
|
|
|
|
|
|
|
|
The Inspirational Learning Group Limited |
UK |
100% |
100% |
Digital media |
|
|
|
|
|
|
|
|
|
Launchmycareer Pvt Limited |
India |
100% |
100% |
Digital media |
|
|
|
||||
|
|
The Company's interest in Dev Clever Limited was acquired on 2nd October 2018. The registered office of Dev Clever Limited is Ventura House, Ventura Park Road, Tamworth, B78 3HL.
The Company's interest in Phenix Digital Limited was acquired on 13th March 2020. The registered office of Phenix Digital Limited is Creative Industries Centre, Wolverhampton Science Park, Wolverhampton, West Midlands, WV10 9TG.
The Company's interest in The Inspirational Learning Group Limited was acquired on 27 July 2021. The registered office of The Inspirational Learning Group Limited is Stafford Education & Enterprise Park, Weston Road, Stafford, Staffordshire, ST18 0BF.
The Company acquired Launchmycareer Pvt Limited on 12 April 2021. Launchmycareer Pvt Limited is a private limited company incorporated under the provisions of the Indian Companies Act, 2013 and having its registered office at B-121 (Basement), Sector-67 Noida, India.
|
||||
|
16 |
Trade and other receivables - Group |
|
|
|
|
|
|
|
2021 |
|
2020 |
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
Trade receivables |
4,562,827 |
|
703,544 |
|
|
|
Less: Provision for impairment of trade receivables |
(11,520) |
|
(2,369) |
|
|
|
|
4,551,307 |
|
701,175 |
|
|
|
Prepayments |
1,628,592 |
|
295,437 |
|
|
|
Income taxes |
68,052 |
|
135,406 |
|
|
|
Taxation and social security |
86,414 |
|
- |
|
|
|
Other receivables |
4,141 |
|
- |
|
|
|
|
6,338,506 |
|
1,132,018 |
|
|
|
|
|
|
|
|
|
|
The increase in trade receivables reflects the completion of the first phase of the Aldebaron agreement at the end of the financial period at a value of £3.6 million. In addition, the Company advanced £1.2 million to finance the conversion of its Launchmyacareer.com platform and associated STEM based learning modules into additional languages in support of its obligations to Aldebaron under the second phase of the agreement. |
|
|||
|
|
|
|
|
|
|
|
|
The ageing of trade receivables that were not impaired at 31 October was: |
|
|
|
|
|
|
|
2021 |
|
2020 |
|
|
|
|
£ |
|
£ |
|
|
|
Not past due |
3,658,208 |
|
576,134 |
|
|
|
Up to three months past due |
891,425 |
|
123,473 |
|
|
|
More than three months past due |
1,674 |
|
1,568 |
|
|
|
|
4,551,307 |
|
701,175 |
|
|
|
|
|
|
|
|
|
|
Other receivables are not past due (2020: not past due).
The Company trades only with recognised, credit-worthy third parties. Receivable balances are monitored on an ongoing basis with the aim of minimising the Company's exposure to bad debts. The Company has reviewed in detail all items comprising the above not past due and overdue but not impaired trade receivables to ensure that no impairment exists. As at 31 October 2021, trade receivables of £11,520 (2020: £2,369) were impaired and provided for. The amount of the provision was £11,520 at 31 October 2021 (2020: £2,369). Movements on the provision for impairment of trade receivables are as follows: |
|
|||
|
|
|
|
|
|
|
|
|
|
2021 |
|
2020 |
|
|
|
|
£ |
|
£ |
|
|
|
At 1 November |
(2,369) |
|
(11,765) |
|
|
|
On acquisition of Phenix Digital Limited |
- |
|
(2,369) |
|
|
|
Provision for expected credit losses released / (charged) |
(9,601) |
|
- |
|
|
|
Receivables written off during the year |
450 |
|
11,765 |
|
|
|
At 31 October |
(11,520) |
|
(2,369) |
|
|
|
|
|
|
|
|
|
|
The Directors review trade receivable balances on an individual basis each month to assess whether there is evidence of circumstances that will lead to the provision of expected credit losses. This is feasible due to the relatively low number of individual trade receivable accounts. Write-offs occur when there is no reasonable expectation of recovery and would typically be considered once debts become more than six months overdue, on approval by the Chief Financial Officer.
The other classes within trade and other receivables do not contain impaired assets. The maximum exposure to credit risk for trade and other receivables at the reporting date is the carrying value of each class of receivable disclosed above.
The carrying amounts of all the Group's, trade and other receivables are denominated in the following currencies. |
|
|||
|
|
|
2021 |
|
2020 |
|
|
|
|
£ |
|
£ |
|
|
|
Sterling |
687,346 |
|
681,340 |
|
|
|
INR |
636,102 |
|
- |
|
|
|
US $ |
5,015,058 |
|
450,678 |
|
|
|
|
6,338,506 |
|
1,132,018 |
|
|
|
|
|
|
|
|
|
|
The trade receivables denominated in foreign currency relate to trade debtors for Launchmycareer Pvt Limited in India and amounts receivable under the Aldebaron agreement, that are denominated in US $. These are included in the not past due debt at the period end. |
|
|||
|
|
|
|
|
|
|
|
|
Trade and other receivables - Company |
|
|
|
|
|
|
|
2021 |
|
2020 |
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
Amounts owed by Group undertakings |
17,223,646 |
|
3,137,441 |
|
|
|
Less: Provision for impairment amounts owed by Group undertakings |
(80,111) |
|
(80,111) |
|
|
|
|
17,143,535 |
|
3,057,330 |
|
|
|
Prepayments |
26,822 |
|
160,130 |
|
|
|
Taxation and social security |
36,914 |
|
- |
|
|
|
Other receivables |
- |
|
355,422 |
|
|
|
|
17,207,271 |
|
3,572,882 |
|
|
|
|
|
|
|
|
|
|
Other receivables are £nil (2020: not past due). |
|
|||
|
|
|
|
|
|
|
|
|
On 21 January 2019, the Company provided an intra-group loan facility to its subsidiary, Dev Clever Ltd for £1,233,000, following its admission to the Standard List of the London Stock Exchange and the receipt of the placing proceeds. During the course of 2021, the Company approved increases to this loan facility to £17,333,000 to support the development and commercialisation of its proprietary software platforms. The loan, which is unsecured and repayable on demand, bears interest at 4.75% above the Bank of England Base Rate. Dev Clever Limited had drawn down £13,306,027 (2020: £3,057,330) as at 31 October 2021.
On 1 April 2020, the Group provided an intra-group loan facility to its newly acquired subsidiary, Phenix Digital Limited, for £100,000 to support the on-going working capital requirements of the business whilst its trade is transferred to Dev Clever Limited. Phenix Digital Limited had drawn down £80,111 as at 31 October 2021. As a result of the transfer of trade to DevClever Limited, Phenix Digital is no longer in a position to repay the Group loan facility and an impairment of £80,111 has been recognised.
On 14 July 2021, the Group provided an intra-group loan facility to its newly acquired subsidiary, Launchmycareer Pvt Limited, for £875,000 to support the development and commercialisation of its proprietary software platforms. The loan, which is unsecured and repayable on 3 months' notice, bears interest at 4.5% above the 6 Months LIBOR Rate. Launchmycareer Pvt Limited had drawn down £875,000 as at 31 October 2021.
In addition to the loan principal advanced to subsidiary undertakings, the total amounts owed by Group undertakings also include £364,153 of accrued interest charges and £2,598,355 of accrued management recharges raised at the year end.
The other classes within trade and other receivables do not contain impaired assets. The maximum exposure to credit risk for trade and other receivables at the reporting date is the carrying value of each class of receivable disclosed above.
The carrying amounts of all the Company's trade and other receivables are denominated in GBP Sterling. |
|
|||
|
|
|
|
|||
|
17 |
Cash and cash equivalents - Group |
2021 |
|
2020 |
|
|
|
|
£ |
|
£ |
|
|
|
DBS Bank India Limited (INR) |
320,090 |
|
- |
|
|
|
ICICI Bank (INR) |
26,082 |
|
- |
|
|
|
Bank of Baroda (INR) |
2 |
|
- |
|
|
|
Cash in hand (INR) |
48 |
|
- |
|
|
|
Online balances |
3,680 |
|
- |
|
|
|
Bank current accounts (Barclays) |
284,994 |
|
- |
|
|
|
Bank current accounts (Santander) |
6,874,188 |
|
1,032,473 |
|
|
|
|
7,509,084 |
|
1,032,473 |
|
|
|
|
|
|
|
|
|
|
Santander has a credit rating of A1 (Moody's) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents - Company |
2021 |
|
2020 |
|
|
|
|
£ |
|
£ |
|
|
|
Bank current accounts (Santander) |
6,259,767 |
|
938,806 |
|
|
|
|
|
|
|
|
|
|
Santander has a credit rating of A1 (Moody's)
|
|
|
|
|
|
18 |
Trade and other payables - Group |
|
|
|
|
|
|
|
2021 |
|
2020 |
|
|
|
|
£ |
|
£ |
|
|
|
Current |
|
|
|
|
|
|
Trade payables |
(887,200) |
|
(22,710) |
|
|
|
Accruals |
(458,153) |
|
(184,895) |
|
|
|
Deferred income |
(297,835) |
|
(210,145) |
|
|
|
Income taxes |
(30,575) |
|
- |
|
|
|
Other taxation and social security |
(174,046) |
|
(108,497) |
|
|
|
Other payables |
(5,487) |
|
(28,969) |
|
|
|
|
(1,853,296) |
|
(555,216) |
|
|
|
|
|
|
|
|
|
|
The carrying amounts of all the Group's, trade and other payables are denominated in the following currencies. |
|||||||||||||||
|
|
|
2021 |
|
2020 |
||||||||||||
|
|
|
£ |
|
£ |
||||||||||||
|
|
Sterling |
(1,409,721) |
|
(555,216) |
||||||||||||
|
|
INR |
(499,815) |
|
- |
||||||||||||
|
|
US $ |
(3,760) |
|
- |
||||||||||||
|
|
|
(1,913,296) |
|
(555,216) |
||||||||||||
|
|
|
|
|
|
||||||||||||
|
|
Trade and other payables - Company |
|
|
|
||||||||||||
|
|
|
2021 |
|
2020 |
||||||||||||
|
|
|
£ |
|
£ |
||||||||||||
|
|
|
|
|
|
||||||||||||
|
|
|
(7,200) (209,816) - - |
|
(19,128) (55,704) (2,564) - |
||||||||||||
|
|
|
(217,016) |
|
(77,396) |
||||||||||||
|
|
|
|
|
|
||||||||||||
|
|
The carrying amounts of all the Company's trade and other payables are denominated in GBP Sterling. |
|||||||||||||||
|
19 |
Loans and Borrowings - Group |
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
The Directors believe the book value of loans and borrowings approximates fair values. Book values are: |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
2021 |
|
2020 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Current |
£ |
|
£ |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Unsecured loans |
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
IFRS 16 liability |
(51,916) |
|
(29,205) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Other |
(44,000) |
|
(61,378) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
(95,916) |
|
(90,583) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Non-current |
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Unsecured loans |
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
IFRS 16 Liability |
(184,622) |
|
(31,930) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Other |
(345,926) |
|
(286,751) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
(530,548) |
|
(318,681) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Total loans and borrowings |
(626,464) |
|
(409,264) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
All the Group's loans and borrowings are denominated in GBP Sterling. The Group has no committed borrowing facilities.
In September 2021, the Group entered into a property lease in respect of its office premises at The New Beacon Building, Stafford Enterprise Park, Weston Road, Stafford, effective 1 November 2021, and consequently recognised a property lease creditor of £204,249 in line with the adoption of IFRS 16 Leases. The outstanding liability at 31 October 2021 was £204,249, of which £19,627 is payable within one year (2020: £nil) and £184,622 is repayable in greater than one year (2020: £nil). The lease expires on 31 October 2027.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Loans and Borrowings - Company |
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
The Directors believe the book value of loans and borrowings approximates fair values. Book values are: |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
2021 |
|
2020 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
£ |
|
£ |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Non-current |
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Unsecured loans |
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
- Other |
(281,206) |
|
(250,882) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
(281,206) |
|
(250,882) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
All the Company's loans and borrowings are denominated in GBP Sterling. The Company has no committed borrowing facilities.
On 20 January 2020, the Chairman and CEO, Christopher Jeffries and the Company entered into a convertible loan note agreement amounting to £400,000. The loan notes are convertible into ordinary shares of 1p each at Christopher Jeffries' option at any time subject to, among other things, the Company not being required to publish a prospectus in connection with the issue of shares on conversion of the notes and no obligations under Rule 9 of the City Code on Takeovers and Mergers being triggered by such an issue of shares. Unless previously repaid or converted, the loan notes will be redeemed at par by the Company of their fifth anniversary. The Notes bear a zero coupon.
The loan notes constitute a compound financial instrument under IAS 32. The liability component, representing the net present value of future contractual cash flows, was initially valued at £248,369. The equity component of £151,631, representing the residual amount after deducting the amount for the liability from the value of the funds received, is reported within "Other reserves".
On 3 August 2020 Christopher Jeffries converted £21,141 of the loan note for 2,114,069 new 1p ordinary shares. The loan notes attracted an imputed interest charge of £30,324 (2020: £23,654) that was accrued at the year end. The remaining liability, including the imputed interest, was £281,206 (2020: £250,882) at the year end and is reported within amounts falling due in more than one year. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
20 |
Deferred tax - Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
The elements of deferred taxation are as follows: |
|
|
|
|
|
|
|
|
2021 |
|
2020 |
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated capital allowances and intellectual property |
(15,819) |
|
(15,826) |
|
|
|
Revaluation of intangible assets arising on acquisition |
- |
|
(10,040) |
|
|
|
|
|
(15,819) |
|
(25,866) |
|
|
|
|
|
|
|
|
|
Movement in deferred tax: |
Accelerated capital allowances and intellectual property |
Revaluation of intangible assets arising on acquisition |
|
Total |
|
|
|
|
|
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 October 2019 |
(16,464) |
- |
|
(16,464) |
|
|
Deferred tax balances arising on acquisition |
638 |
(14,185) |
|
(13,547) |
|
|
Credited to income statement |
- |
4,145 |
|
4,145 |
|
|
At 31 October 2020 |
(15,826) |
(10,040) |
|
(25,866) |
|
|
Credited to income statement |
7 |
10,040 |
|
10,047 |
|
|
At 31 October 2021 |
(15,819) |
- |
|
(15,819) |
|
|
|
|
|
|
|
|
|
The deferred tax liability arising on the revaluation of intangible assets on acquisition relates to customer relationship asset in respect of Phenix Digital. |
||||
|
21 |
Financial instruments and financial risk management - Group |
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
The Group is exposed to a variety of financial risks that arise from its use of financial instruments: credit risk, liquidity risk, foreign exchange risk and capital risk. |
|
||||||
|
|
|
|
|
|
|
|||
|
|
Principal financial instruments |
|
|
|
|
|||
|
|
|
|
||||||
|
|
The principal financial instruments used by the Group from which financial instrument risk arises are as follows:
• Trade and other receivables • Cash and cash equivalents • Trade and other payables • Debt finance
These instruments are all disclosed at amortised cost. |
|
||||||
|
|
|
|
|
|
|
|||
|
|
|
2021 |
|
2020 |
|
|||
|
|
|
£ |
|
£ |
|
|||
|
|
Financial assets |
|
|
|
|
|||
|
|
Loans and receivables |
|
|
|
|
|||
|
|
Trade and other receivables |
6,270,454 |
|
996,612 |
|
|||
|
|
Cash and cash equivalents |
7,509,084 |
|
1,032,473 |
|
|||
|
|
|
|
|
|
|
|||
|
|
Financial liabilities |
|
|
|
|
|||
|
|
Other financial liabilities |
|
|
|
|
|||
|
|
Trade and other payables |
(1,913,296) |
|
(555,216) |
|
|||
|
|
Loans and borrowings |
(626,464) |
|
(409,264) |
|
|||
|
|
|
(2,539,760) |
|
(964,480) |
|
|||
|
|
|
|
|
|
|
|||
|
|
Disclosures in respect of the Company's financial risks are set out below: |
|
||||||
|
|
|
|
||||||
|
|
Financial risk management
The Company's activities expose it to credit, liquidity and foreign exchange risks. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance. |
|
||||||
|
|
|
|
||||||
|
|
Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from trade receivables from customers and cash deposits with financial institutions. The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. Credit checks are performed on new and potential customers and receivable balances are monitored individually, on an ongoing basis, with the aim of minimising the Company's exposure to the risk of default. The Directors consider the above measures to be sufficient to control the credit risk exposure.
The methodology adopted for determining the bad debt provision is detailed in Note 3 to the financial statements.
The Group gives careful consideration to which organisations it uses for its banking services in order to minimise credit risk. At the reporting date, the Group's cash held on short-term deposit with Santander Bank plc in the United Kingdom was £6,874,188 (2020: £1,032,473). This represents 92% of the Group's total cash and cash equivalents.
The carrying amount of financial assets recorded in the consolidated financial statements represents the Company's maximum exposure to credit risk without taking into account the value of any collateral obtained. In the Directors' opinion there have been no impairments of financial assets in the period, other than in relation to trade receivables written off £450 (2020: £11,765) as disclosed in note 16. |
|
||||||
|
|
|
|
|
|
|
|||
|
|
Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages its cash flows to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or damage to the Group's reputation. During the course of the year, the Group has raised additional equity finance and loan finance to support the on-going development and commoditisation of its software portfolio. The Group has raised additional equity finance of £16.91m (2020: £2.57m) and loan finance of £nil (2020: £400,000). Details of the finance raised in the period are detailed below:
On 25 January 2021 the Group raised gross proceeds of £2.0 million, net £1.9 million, through the issuance of 20 million new ordinary shares of 1p to Intrinsic Capital (Jersey) Limited at a subscription price of 10p per share. The subscription forms the second tranche of the subscription agreement entered into by the Company with Intrinsic on 13 May 2020.
On 2 February 2021 the Group announced an equity subscription agreement with One Nine Two Pte Limited. The agreement provided for an initial subscription of 20 million new ordinary shares in Dev Clever at a subscription price of 20p per share to raise gross proceeds of £4.0 million, net £3.8 million, conditional upon approval at a general meeting of the Company to an increase in the authority granted to the Directors to allot shares and disapply pre-emption rights. The agreement provided for a further subscription of 20 million ordinary shares at an exercise price of 30 pence per share to raise gross proceeds of £6.0 million, net £5.6 million, to be completed automatically once the share price of the Group closed at or above 34p per share for a period of 5 consecutive days. The further subscription is valid for a period of nine months from the date of completion of the first subscription. The Company also granted One Nine Two Pte Limited a warrant over 40 million new ordinary shares at an exercise price of 50p per share, subject to completion of the further subscription. The warrant is exercisable in whole or in part at any time until the second anniversary of the completion of the first subscription. Following the passing of the relevant resolution at the general meeting, the Group received the proceeds of the initial subscription on 22 February.
On 25 February, the Company announced the novation of the subscription agreement with One Nine Two Pte Limited in favour of Sitius Limited, an investment vehicle wholly owned by Dr David von Rosen. On the same date, Intrinsic Capital (Jersey) Limited entered into an agreement with Sitius to assign 30 million of its remaining subscription rights to 60 million new ordinary shares in the Company at an exercise price of 10p per share.
ICJL and Sitius Limited completed their subscriptions to these shares, following the publication of the Company's Prospectus on 17 March, raising gross proceeds of £6.0 million, net £5.6 million.
The Group raised £47,294 of further equity through the exercise of employee share options. The employee options had exercise prices of between 1p and 2.35p per share.
The Directors manage liquidity risk by regularly reviewing the Group's cash requirements by reference to short-term cash flow forecasts and medium-term working capital projections prepared by management. |
|
||||||
|
|
|
|
||||||
|
|
Maturity of financial assets and liabilities Financial liabilities include 4 loans with outstanding balances of £12,189 (2020: £23,168), £23,805 (2020: £66,825), £281,200 (2020: £250,882) and £50,000 (2020: £nil) and a finance lease creditor of £236,537 (2020: £61,135). The total amount payable in more than one year from the reporting date is £530,548 (2020: £318,681) analysed as follows: |
|
||||||
|
|
|
|
||||||
|
|
|
2021 |
|
2020 |
|
|||
|
|
|
£ |
|
£ |
|
|||
|
|
Amounts repayable within 1 year |
95,916 |
|
90,583 |
|
|||
|
|
Amounts repayable within 1 to 2 years |
64,720 |
|
67,799 |
|
|||
|
|
Amounts repayable within 2 to 5 years |
465,828 |
|
250,882 |
|
|||
|
|
Total |
626,464 |
|
409,264 |
|
|||
|
|
|
|
||||||
|
|
The Company's other financial assets and liabilities at each reporting date are either receivable or payable within one year.
Future rental obligations are disclosed at their net present cost within the finance lease creditor under IFRS 16 and operating lease commitments are no longer applicable. |
|
||||||
|
|
|
|
||||||
|
|
Foreign exchange risk The Group's revenues and costs are currently denominated in a combination of Sterling (the Group's functional currency), US$ with respect to overseas sales, and INR in respect to its newly-established operations in India. The US$ closing rate of 1.369 compares to an average rate of 1.383 representing a non-material variance of 1%. The INR closing rate of 102.5 compares to an average rate in the period of 103.3 representing a non-material variance of 0.7%. Activities in currencies other than Sterling are funded as much as possible through operating cash flows, mitigating foreign exchange risk.
The Company has the following cash and cash equivalent deposits: |
|
||||||
|
|
|
2021 |
|
2020 |
|
|||
|
|
|
£ |
|
£ |
|
|||
|
|
DBS Bank India Limited (INR) |
320,090 |
|
- |
|
|||
|
|
ICICI Bank (INR) |
26,082 |
|
- |
|
|||
|
|
Bank of Baroda (INR) |
2 |
|
- |
|
|||
|
|
Cash in hand (INR) |
48 |
|
- |
|
|||
|
|
Online balances |
3,680 |
|
- |
|
|||
|
|
Bank current accounts (Barclays) |
284,994 |
|
- |
|
|||
|
|
Bank current accounts (Santander) |
6,874,188 |
|
1,032,473 |
|
|||
|
|
|
7,509,084 |
|
1,032,473 |
|
|||
|
|
|
|
|
|
|
|||
|
|
The gross value of receivables and payables by currency is disclosed in notes 16 and 18 respectively. The Group has the following net other financial instruments: |
|
||||||
|
|
|
|
|
|
|
|||
|
|
|
2021 |
|
2020 |
|
|||
|
|
|
£ |
|
£ |
|
|||
|
|
|
|
|
|
|
|||
|
|
|
6,882,620 |
|
623,209 |
|
|||
|
|
|
|
|
|
|
|||
|
|
Capital management The Company's capital structure is comprised of a combination of shareholders' equity and external loan finance. The objective of the Company when managing capital is to maintain adequate financial flexibility to preserve its ability to meet financial obligations, both current and long term. The capital structure is managed and adjusted to reflect changes in economic conditions. The Company funds its expenditures on commitments from existing cash and cash equivalent balances, primarily received from operating cash flows and from a combination of both equity and loan finance.
There are no externally imposed capital requirements. Financing decisions are made by the Directors based on forecasts of the expected timing and level of capital and operating expenditure required to meet the Company's commitments and development plans.
|
|
||||||
|
22 |
Share capital and reserves |
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
Share Capital and Share Premium account- Group and Company |
|
|
|
||||
|
|
Reconciliation of movement during the year: |
|
|
|
|
|||
|
|
|
Shares |
Share capital |
Share premium |
||||
|
|
|
No. |
£ |
£ |
||||
|
|
|
|
|
|
||||
|
|
As at 1 November 2019 |
388,401,736 |
3,884,017 |
246,246 |
||||
|
|
|
|
|
|
||||
|
|
Ordinary shares of £0.01 issued at £0.01 on 22 January 2020 for cash |
43,785,107
|
437,851 |
- |
||||
|
|
Ordinary shares of £0.01 issued at £0.0235 on 13 March 2020 for cash |
3,571,429 |
35,714 |
48,214 |
||||
|
|
Ordinary shares of £0.01 issued at £0.01 on 27 May 2020 for cash |
752,485 |
7,524 |
- |
||||
|
|
Ordinary shares of £0.01 issued at £0.01 and £0.10 on 3 August 2020 for cash and on conversion of loan |
4,614,069 |
46,141 |
225,000 |
||||
|
|
Ordinary shares of £0.01 issued at £0.01 and £0.10 on 10 September 2020 for cash |
29,326,264 |
293,263 |
1,575,000 |
||||
|
|
Ordinary shares of £0.01 issued at £0.034 on 17 September 2020 for cash |
768,704 |
7,687 |
18,449 |
||||
|
|
Share issue expenses |
|
|
(135,462) |
||||
|
|
|
|
|
|
||||
|
|
As at 1 November 2020 |
471,219,794 |
4,712,197 |
1,977,447 |
||||
|
|
|
|
|
|
||||
|
|
Ordinary shares of £0.01 issued at £0.10 on 25 January 2021 |
20,000,000 |
200,000 |
1,800,000 |
||||
|
|
Ordinary shares of £0.01 issued at £0.1015 on 25 January 2021 for cash |
591,099 |
5,911 |
54,089 |
||||
|
|
Ordinary shares of £0.01 issued at £0.20 on 22 February 2021 for cash |
20,000,000 |
200,000 |
3,800,000 |
||||
|
|
Ordinary shares of £0.01 issued at £0.01 on 23 March 2021 for cash |
60,000,000 |
600,000 |
5,400,000 |
||||
|
|
Ordinary shares of £0.01 issued at £0.1015 on 23 March 2021 for cash |
1,773,296 |
17,733 |
162,267 |
||||
|
|
Ordinary shares of £0.01 issued at £0.30 on 22 April 2021 for cash |
20,000,000 |
200,000 |
5,800,000 |
||||
|
|
Ordinary shares of £0.01 issued at £0.01 on 12 May 2021 for cash in respect of employee options exercised |
2,651,931 |
26,520 |
- |
||||
|
|
Ordinary shares of £0.01 issued at £0.0235 on 12 May 2021 for cash in respect of employee options exercised |
883,977 |
8,840 |
11,934 |
||||
|
|
Ordinary shares of £0.01 issued at £0.30 on 26 July 2021 for consideration in respect of TILG acquisition |
6,994,177 |
69,942 |
2,028,311 |
||||
|
|
Share issue expenses |
|
|
(1,382,155) |
||||
|
|
|
|
|
|
||||
|
|
As at 31 October 2021 |
604,114,274 |
6,041,143 |
19,651,893 |
||||
|
|
|
|
|
|
|
|||
|
|
|
Number of shares issued and fully paid |
|
Share capital |
|
|||
|
|
|
No. |
|
£ |
|
|||
|
|
Ordinary share capital |
|
|
|
|
|||
|
|
Issued and fully paid Ordinary shares of £0.01 each |
604,114,274 |
|
6,041,143 |
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
Merger reserve - Group |
|
|
|
|
|||
|
|
|
2021 |
|
2020 |
|
|||
|
|
|
£ |
|
£ |
|
|||
|
|
|
|
|
|
|
|||
|
|
At the beginning of year |
(2,499,900) |
|
(2,499,900) |
|
|||
|
|
Transfer to merger reserve arising from accounting treatment of acquisition of subsidiary |
- |
|
- |
|
|||
|
|
|
(2,499,900) |
|
(2,499,900) |
|
|||
|
|
|
|
|
|
|
|||
|
|
Other reserves - Group and Company |
|
|
|
|
|||
|
|
|
2021 |
|
2020 |
|
|||
|
|
|
£ |
|
£ |
|
|||
|
|
|
|
|
|
|
|||
|
|
At the beginning of year |
323,237 |
|
110,212 |
|
|||
|
|
Compensation expense recognised in period arising on issue of share options |
2,507,789 |
|
123,889 - |
|
|||
|
|
Fair value of advisor warrants issued in period |
- |
|
16,288 |
|
|||
|
|
Recycled share-based payments |
- |
|
(78,783) |
|
|||
|
|
Equity component of compound financial instrument |
- |
|
151,631 |
|
|||
|
|
|
2,831,026 |
|
323,237 |
|
|||
|
|
|
|
|
|
|
|||
|
|
Retained earnings - Group |
|
|
|
|
|||
|
|
|
2021 |
|
2020 |
|
|||
|
|
|
£ |
|
£ |
|
|||
|
|
|
|
|
|
|
|||
|
|
At the beginning of period |
(2,033,184) |
|
(1,170,672) |
|
|||
|
|
Restatement on adoption of IFRS 16 |
- |
|
(3,598) |
|
|||
|
|
Loss for the year |
(2,529,276) |
|
(937,697) |
|
|||
|
|
Recycled share-based payments |
- |
|
78,783 |
|
|||
|
|
Dividends paid |
- |
|
- |
|
|||
|
|
|
(4,562,460) |
|
(2,033,184) |
|
|||
|
|
|
|
|
|
|
|||
|
|
Retained earnings - Company |
|
|
|
|
|||
|
|
|
2021 |
|
2020 |
|
|||
|
|
|
£ |
|
£ |
|
|||
|
|
|
|
|
|
|
|||
|
|
At the beginning of period |
(145,543) |
|
(61,741) |
|
|||
|
|
Loss for the year |
(527,226) |
|
(162,585) |
|
|||
|
|
Recycled share-based payments |
- |
|
78,783 |
|
|||
|
|
|
(672,769) |
|
(145,543) |
|
|||
|
|
|
|
|
|
|
23 |
Capital commitments - Group and Company |
|
|
|
|
|
|
|
|
|
|
|
As at 31 October 2021 and 31 October 2020 there were no capital commitments. |
|||
|
24 |
Related party transactions - Group |
|||||
|
|
|
|
|
|
|
|
|
|
|
31 October 2021 |
31 October 2020 |
|
||
|
|
|
Income / Expense in year |
Amounts Outstanding |
Income / Expense in year |
Amounts Outstanding |
|
|
|
Revenue |
|
|
|
|
|
|
|
Audoo Limited |
36,017 |
- |
360,612 |
- |
|
|
|
|
|
|
|
|
|
|
|
Aggregate emoluments |
|
|
|
|
|
|
|
CM Jeffries |
207,316 |
72,000 |
153,314 |
24,000 |
Director |
|
|
NAR Ydlibi |
120,316 |
24,000 |
92,314 |
8,000 |
Director |
|
|
T Heaton |
163,200 |
- |
70,899 |
- |
Director |
|
|
T Heaton |
- |
- |
92,301 |
- |
Key management |
|
|
CB Forrest |
20,000 |
- |
20,000 |
- |
Director |
|
|
DR Ivy |
20,000 |
- |
20,000 |
- |
Director |
|
|
J Carter |
56,126 |
- |
3,262 |
- |
Key management |
|
|
J Cannon |
90,905 |
- |
- |
- |
Key management |
|
|
K Hayes |
90,026 |
- |
- |
- |
Key management |
|
|
A Aggarwal |
26,168 |
- |
- |
- |
Key management |
|
|
R Lee |
96,443 |
- |
13,040 |
- |
Key management |
|
|
|
890,500 |
96,000 |
465,130 |
32,000 |
|
|
|
|
|
|
|
|
|
|
|
Payments to contractors |
|
|
|
|
|
|
|
Ohanna Security Services Limited (K Hayes) |
16,400 |
- |
40,000 |
- |
Key management |
|
|
Drive Digital Limited (DR Ivy) |
8,000 |
- |
- |
- |
Director |
|
|
Veative Labs Pvt Limited (A Aggarwal) |
2,004,499 |
344,167 |
- |
- |
Key management |
|
|
Veative Labs Pvt Limited Singapore |
9,593 |
- |
- |
- |
Key management |
|
|
Veative Labs Pvt Limited Singapore - prepayments (see note 16) |
- |
(1,400,188) |
- |
- |
Key management |
|
|
Veative Inc. (A Aggarwal) |
129,590 |
- |
- |
- |
Key management |
|
|
Mehak Aggarwal (A Aggarwal) |
4,910 |
2,196 |
- |
- |
Key management |
|
|
|
|
|
|
|
|
|
|
Share option expense |
|
|
|
|
|
|
|
NAR Ydlibi |
11,181 |
- |
19,714 |
- |
Director |
|
|
T Heatoneaton |
54,583 |
- |
34,292 |
- |
Director |
|
|
T Heaton |
- |
- |
10,674 |
- |
Key management |
|
|
J Carter |
(3,230) |
- |
3,230 |
- |
Key management |
|
|
J Cannon |
74,603 |
- |
- |
- |
Key management |
|
|
K Hayes |
74,603 |
- |
- |
- |
Key management |
|
|
R Lee |
140,524 |
- |
19,463 |
- |
Key management |
|
|
|
352,264 |
- |
87,373 |
- |
|
|
|
Loans CM Jeffries |
281,206 |
- |
250,882 |
- |
Director |
|
|
|
281,206 |
- |
250,882 |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CM Jeffries, Director and shareholder in Dev Clever Holdings plc is also a Director of DevClever Limited, Dev Clever Consortium, Phenix Digital Limited, The Inspirational Learning Group Limited (appointed 30 July 2021), Launchmycareer Pvt Limited (appointed 24 May 2021) and Forever Worldwide Limited.
NAR Ydlibi, Director and shareholder in Dev Clever Holdings plc is also a director of DevClever Limited, Phenix Digital Limited, The Inspirational Learning Group Limited (appointed 30 July 2021) and a trustee of L.E.A.D Academy Trust.
Ankur Aggarwal, Veative Labs Pvt Limited (India) and Veative Labs Pte Ltd (Singapore) are classed as related parties as A Aggarwal is classed as a PDMR following his appointment as a Director of Launchymycareer Pvt Limited on 12 April 2021. |
|||||
|
|
|
|||||
|
|
Save as disclosed above, none of the key management personnel of the Company owe any amounts to the Company (2020: £nil), nor are any amounts due from the Company to any of the key management personnel (2020: £nil). |
|||||
|
|
Related party transactions - Company |
|||||
|
|
|
|
|
|
|
|
|
|
|
31 October 2021 |
31 October 2020 |
|
||
|
|
|
Income / Expense in year |
Amounts Outstanding |
Income / Expense in year |
Amounts Outstanding |
|
|
|
|
|
|
|
|
|
|
|
Aggregate emoluments |
|
|
|
|
|
|
|
CB Forrest |
20,000 |
|
20,000 |
- |
Director |
|
|
DR Ivy |
20,000 |
|
20,000 |
- |
Director |
|
|
|
40,000 |
|
40,000 |
- |
|
|
|
|
|
|
|
|
|
|
|
Intra-Group transactions |
|
|
|
|
|
|
|
Dev Clever Limited |
|
|
|
|
|
|
|
- Parent company loan |
10,248,697 |
13,306,027 |
1,936,340 |
2,808,758 |
Group Company |
|
|
- Accrued interest |
350,009 |
350,009 |
81,575 |
91,575 |
Group Company |
|
|
- Management services |
2,556,537 |
2,556,537 |
241,708 |
241,708 |
Group Company |
|
|
|
13,155,243 |
16,212,573 |
2,259,623 |
3,142,041 |
|
|
|
|
|
|
|
|
|
|
|
Phenix Digital Limited |
|
|
|
|
|
|
|
- Parent company loan |
- |
80,111 |
80,111 |
80,111 |
Group Company |
|
|
Impairment of loan |
- |
(80,111) |
(80,111) |
(80,111) |
Group Company |
|
|
|
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
The Inspirational Learning Group Limited |
|
|
|
||
|
|
- Management services |
22,361 |
22,361 |
- |
- |
Group Company |
|
|
|
22,361 |
22,361 |
- |
- |
Group Company |
|
|
|
|
|
|
|
|
|
|
Launchmycareer Pvt Limited |
|
|
|
||
|
|
- Parent company loan |
875,000 |
875,000 |
- |
- |
Group Company |
|
|
- Accrued interest |
14,145 |
14,145 |
- |
- |
Group Company |
|
|
- Management services |
19,457 |
19,457 |
- |
- |
Group Company |
|
|
|
908,602 |
908,602 |
- |
- |
|
|
25 |
Ultimate controlling party - Group and Company |
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There is no ultimate controlling party. |
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26 |
Events after the Reporting Period - Group and Company |
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Incorporation in Dubai: On 4 February 2022, the Group's newly formed subsidiary, Launchmycareer Global DMCC, was registered in Dubai. The subsidiary has been established to facilitate the growth of the Company's international operations and roll-out into emerging markets. With over 80% of Fortune 500 companies having operations in the United Arab Emirates, this new location serves Dev Clever as both its employer marketing and global distribution hub.
Exercise of call option to acquire IP: On 31 March 2022, the Group exercised its call option to acquire the remaining STEM based learning IP and associated distribution agreements held by Veative Singapore at a net cost of $6.5m. This represented the final purchase consideration of $9.1 million less the $2.6 million licence fee paid in April 2021 that was to be offset against the final purchase price on the exercise of the call option. An initial payment of $1.15 million has been made with the balance of the consideration, $5.35 million, to be settled through the issuance of new Ordinary shares of the Company at the average market price over five days from Re-admission, and subject to Re-admission occurring before the end of January 2023.
Termination of tactical partnership with Aldebaron: On 21 June 2021, the Company announced that it had entered into a tactical partnership agreement with Aldebaron DMCC ("Aldebaron") to accelerate its rollout plan in Asian territories. The partnership included an undertaking by Aldebaron to provide Dev Clever with minimum revenue of US$50m over the four financial years ending 31 October 2024. This included initial revenue of US$5m for the year ended 31 October 2021, following proof of concept. On 8 April 2022, the Company confirmed that it was in negotiations with Aldebaron to move the partnership agreement to a permanent Joint Venture ("JV"). As the JV talks progressed, it became clear that an alternative strategy would be in the best interests of the Group, as Aldebaron required exclusive distribution rights to the Group's immersive STEM-based learning library and the Launchmycareer.com platform to other global territories, not just the Asian territories, as set out within the original partnership agreement. Consequently, it has been mutually agreed that the agreement will be terminated, subject to completion of all obligations under the initial proof of concept phase. This releases Aldebaron from the balance of its revenue obligations and returns the distribution rights for the Asian territories to the Group.
The Company has agreed to issue Aldebaron or its nominees with 37,885,931 warrants exercisable at 1p per share for a period of 18 months as compensation for returning the distribution rights for the Asian territories. At the same time, Chris Jeffries, Executive Chairman and joint CEO, has agreed to forfeit his existing right to convert his outstanding loan notes into 37,885,931 shares at 1p per share, meaning there will be no additional dilution to existing shareholders in the event that Aldebaron exercises the warrants in full. The other terms of the outstanding loan notes remain unchanged, such that, unless previously repaid, the loan notes will be redeemed at par by the Company on 20 January 2025. |
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On 18 July 2022, the Group completed the acquisition of Veative Labs Private Limited, a private company incorporated under the provisions of the Indian Companies Act, 2013 (identification number U74990DL2016PTC298204) and having its registered office at 407 Part B, World Trade Centre, Barakhamba Lane, New Delhi 110001 from its parent company, Veative Labs Pte Ltd. Under the terms of the share purchase agreement, the Group acquired the entire share capital of Veative Labs Private Limited in exchange for 225,000,000 new ordinary £0.01 shares of Dev Clever.
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27 |
Business combination |
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On 26 July 2021, the Group acquired the entire share capital of The Inspirational learning Group Limited ("TILG"), a UK-based education business, which owns and operates programmes designed to engage, inspire and motivate young people, including The National Enterprise Challenge, ("TILG") for a mixture of cash consideration of £99,200 and the issue of 6,994,177 new ordinary shares of 1p each in the capital of Dev Clever Holdings. The acquisition is expected to complement the Group's existing career guidance and development platforms and enhance the Company's content offering. Total acquisition-related costs totalled £37,062, of which £37,062 was charged to administrative expenses within the Statement of Comprehensive income in the current financial year (2020: £nil).
The revenue and associated loss of TILG arising since the acquisition date and incorporated into the consolidated statement of comprehensive income were £417,394 and £53,590 respectively. |
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Details of the purchase consideration, the net assets acquired, and goodwill are as follows: |
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Shares |
Fair value of consideration |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Total consideration |
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No. |
£ |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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Cash |
|
|
99,200 |
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|
|
Consideration shares |
|
6,994,177 |
2,098,253 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
2,197,453 |
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The market value of Dev Clever Holdings shares at the time of acquisition was 30p. |
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The assets and liabilities recognised on acquisition are as follows: |
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Fair value |
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£ |
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Non-current assets |
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|
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|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Property, plant & equipment |
|
|
24,924 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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|
|
|
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24,924 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Current assets |
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|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Trade & other receivables |
|
|
163,881 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Cash |
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|
215,368 |
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|
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379,249 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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|
Current Liabilities |
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|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Trade & other payables |
|
|
(356,930) |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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Loans and borrowings: amounts falling due within one year |
|
|
(54,813) |
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|
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(411,743) |
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Non-current liabilities |
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|
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|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Loans and borrowings: amounts falling due after more than one year |
|
|
(117,041) |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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|
|
|
|
(117,041) |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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|
Net identifiable liabilities acquired |
|
|
(124,611) |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Add: Goodwill |
|
|
2,322,064 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
2,197,453 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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The acquisition of TILG was centred on the acquisition of the know-how of the senior management team with over 10 years of experience in working with schools, further education and higher education establishments and employers, engaging students with their future world of work. As know-how relates to human capital and cannot be separately valued, the excess of the purchase consideration over the fair value of the net identifiable liabilities acquired has been classified as goodwill. |
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On 12 April 2021, the Group acquired the entire share capital of Launchmycareer Pvt Limited, an Indian-based business ("LMC") for cash consideration of £1,092. The acquisition will allow the Group to execute its' strategy in respect of Launchmycareer.com in India. Total acquisition-related costs totalled £112,847, of which £112,847 was charged to administrative expenses within the Statement of Comprehensive income in the current financial year (2020: £nil). |
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