TIDMNNN
RNS Number : 7054Q
Nanosynth Group PLC
30 June 2022
30 June 2022
nanosynth group plc
("nanosynth", the "Company" or the "Group")
Results for the year ended 31 December 2021 and Notice of
AGM
nanosynth, the AIM quoted company specialising in the synthesis
and application of nanoparticles to create new and improve existing
products, is pleased to announce its final audited results for the
year ended 31 December 2021.
The Company also announces that the Company's Annual General
Meeting ('AGM') will be held at 9am on 22 July 2022 at the London
Marriott Hotel Maida Vale, Plaza Parade, Maida Vale, NW6 5RP.
The Company's annual report and accounts, Notice of AGM and
Forms of Proxy will be dispatched to shareholders later today and
will shortly be available on the website at
www.nanosynthgroup.com
CHAIRMAN'S STATEMENT
Overview
The last eighteen months has been a period of major change at
nanosynth group plc (nnn) with a new name, a new board and a new
direction. During the year the Group refocused on the development
and commercialisation of its core nano-particle platform technology
and dispensed with non-core activities, including the return of
Cloudveil Limited to its founders and, the disposal of the majority
of Gyrometric Systems Ltd. The Group also announced a strategic
review and has emerged in a stronger position than this time last
year with a healthy balance sheet, a clear and achievable business
strategy and a new team positioned to deliver against the Group's
strategic goals.
Board changes
The Company implemented a number of board changes in the period.
The major challenge for the new board was a complete strategic
review. The Board was also keen to build on the innovations behind
the anti-viral face mask and develop further products using the
same technology, alongside the development of products for the
agricultural sector, which had been the founding principle behind
Pharm2Farm (P2F).
Financials
With a year of substantial change and complete refocus, the
results for the 2021 financial year provide limited meaningful
insight into the future of the business and in fact incorporate
costs associated with the required strategic shift.
Operating expenses related to continuing operations before
current asset impairments increased to GBP2,538k from GBP960k in
2020 reflecting the greater activity within the Group and
incorporating a number of one-off costs required to reposition the
business. Revenue from continuing operations increased to GBP209k
in 2021 from GBP1k in 2020, which was derived solely from the P2F
division.
During the period the Company raised GBP939,225 net of costs
through the issue of new shares as a result of the exercise of
warrants and options. In addition, GBP1,505,000 was received during
this financial year in respect of shares issued in the previous
period.
Cash as at 31(st) December 2021 was GBP3.8m, and at the date of
this report, the Group had net cash of GBP1.8m which is considered
to be more than sufficient to cover the expected working capital
requirements of the Group for at least the next twelve months.
Strategic review
As a result of the deep strategic review, the decision was made
to evolve the Group's mask strategy to focus on licensing the core
anti-viral technology into the market rather than manufacturing
masks directly. As a result of market changes it was not considered
financially viable to continue manufacturing masks and, as
previously notified, the mask machine was disposed of and the
existing stock has been fully provided for in these accounts given
the likely incremental cost of readying that stock for commercial
sale. The remaining masks that have been manufactured will be made
available to good causes including local hospitals and care
homes.
The ground-breaking technology that was developed for the
anti-viral face masks is being further refined for use in the HVAC
market through a joint venture company, Virosynth, that has been
formed with a leading vertically integrated media manufacturer,
Volz Luftfilter GmbH. Through the JV arrangement, nanosynth expects
to benefit from the heightened awareness of, and demand for,
cleaner air in all public environments.
Beyond HVAC, there are seven additional specific market
verticals that have been identified for the development and
application of nanoparticle technology with strategic partners.
These areas include animal health and wellbeing, cosmetics,
medical, plants, food and drink, functional coatings and
electronics. In each of these areas, specific use-cases and
development projects have been defined and strategic partners have
been identified. The Company is currently in discussion with a
number of major companies and trading partners within the seven
identified markets and will be progressing these discussions in
order to target the conclusion of successful commercial agreements
within the second half of 2022, galvanising the confidence and
clear value the Board see in nanosynth group and its new commercial
strategy.
At this point, it is noted the future strategy shared on 1 June
2022 is not impacted by the current situation surrounding Ukraine
nor the associated sanctions imposed on Russia other than the
global shift in commodity prices, a risk we aim to manage with our
target trading partners and supply agreements.
Richard Clarke
Non-Executive Chairman
29 June 2022
Mark Duffin, Chief Executive of nanosynth, commented :
"I would like to thank all of the Company's shareholders for
their support. The Board is firmly focused on delivering concrete
agreements with commercial parties and looks forward to updating
shareholders as it progresses its various initiatives. At the
beginning of the year, the Board was considering various M&A
opportunities however, in the current economic climate this is not
now a near term focus though the Company will always consider
opportunities where it can deliver value to shareholders and build
scale to its operations. After the groundwork that has been carried
out during the year to date, I am confident that the second half of
2022 will see further positive developments at nanosynth and we
look forward with renewed optimism."
ENQUIRIES:
nanosynth Group plc via IFC Advisory
Mark Duffin (Chief Executive Officer)
SP Angel Corporate Finance LLP (Nominated
Adviser & Broker)
Stuart Gledhill
Caroline Rowe +44 20 3470 0470
IFC Advisory Ltd (Financial PR & IR)
Graham Herring
Zach Cohen +44 20 3934 6630
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2021
2021 2020
Note GBP GBP
---------------------------------------------------- ---- ----------- -----------
Revenue from contracts with customers 5 208,778 600
Cost of sales (164,027) (14,943)
---------------------------------------------------- ---- ----------- -----------
Gross profit/(loss) 44,751 (14,343)
Administrative expenses 6 (2,537,934) (960,357)
Other operating income 2,000 9,841
Impairments 6 (687,656) -
---------------------------------------------------- ---- ----------- -----------
Operating loss (3,178,839) (964,859)
Finance costs 10 (545) (4,085)
Finance income - 39
Loss before income tax (3,179,384) (968,905)
Income tax 11 - -
---------------------------------------------------- ---- ----------- -----------
Loss for the year from continuing operations (3,179,384) (968,905)
---------------------------------------------------- ---- ----------- -----------
Loss for the year from discontinued operations 12 (173,266) (479,817)
---------------------------------------------------- ---- ----------- -----------
Total comprehensive income for the year (3,352,650) (1,448,722)
---------------------------------------------------- ---- ----------- -----------
Loss and total comprehensive income attributable
to:
Equity holders of the parent (3,340,894) (1,416,088)
Non-controlling interests (11,756) (32,634)
Earnings per ordinary share attributable
to owners of the parent during the year (expressed
in pence per share) 13
Basic and diluted - continuing operations (0.15) (0.12)
Basic and diluted - discontinued operations (0.01) (0.05)
Basic and diluted - total (0.16) (0.17)
---------------------------------------------------- ---- ----------- -----------
The loss for the financial year dealt with in the financial
statements of the Parent Company, nanosynth group plc, was
GBP1,445,525 (2020 GBP1,543,714). As permitted by Section 408 of
the Companies Act 2006, no separate statement of comprehensive
income is presented in respect of the Parent Company.
The notes form part of these Financial Statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2021
2021 2020
Note GBP GBP
------------------------------------------------ --------- ------------ ------------
Non-current assets
Intangible assets 14 1,764,419 1,764,419
Property, plant and equipment 15 42,391 25,661
------------------------------------------------ --------- ------------ ------------
Total non-current assets 1,806,810 1,790,080
------------------------------------------------ --------- ------------ ------------
Current Assets
Trade and other receivables 18 80,348 1,925,987
Corporation tax 1,396 1,396
Inventories 16,679 63,491
Cash and cash equivalents 19 3,760,992 3,741,135
------------------------------------------------ --------- ------------ ------------
Total current assets 3,859,415 5,732,009
------------------------------------------------ --------- ------------ ------------
Total assets 5,666,225 7,522,089
------------------------------------------------ --------- ------------ ------------
Equity attributable to owners
of the parent
Share capital 20 5,805,331 5,795,751
Share premium 20 13,674,215 12,445,569
Convertible loan stock 22 - 2,000
Other reserves 23 1,405,836 1,675,276
Translation reserve 92,181 92,181
Retained loss (16,017,896) (13,033,293)
------------------------------------------------ --------- ------------ ------------
equity ATTRIBUTABLE TO OWNERS
OF THE PARENT 4,959,667 6,977,484
Non-controlling interests 24 - (80,679)
------------------------------------------------ --------- ------------ ------------
TOTAL EQUITY 4,959,667 6,896,805
------------------------------------------------ --------- ------------ ------------
Current liabilities
Trade and other payables 25 462,483 333,087
Social security and other taxes 244,075 242,322
Lease liabilities 26 - 29,500
Total current liabilities 706,558 604,909
------------------------------------------------ --------- ------------ ------------
Non-current liabilities
Lease liabilities 26 - 7,375
Provisions 27 - 13,000
Deferred tax liabilities 28 - -
------------------------------------------------ --------- ------------ ------------
Total non-current liabilities - 20,375
------------------------------------------------ --------- ------------ ------------
TOTAL LIABILITIES 706,558 625,284
------------------------------------------------ --------- ------------ ------------
TOTAL EQUITY AND LIABILTIES 5,666,225 7,522,089
------------------------------------------------ --------- ------------ ------------
The notes form part of these Financial Statements.
These Financial Statements were approved by the Board of
Directors and authorised for issue on 29 June 2022 and were signed
on its behalf by:
Mark Duffin
Chief Executive Officer
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 December 2021
Company number: 09109008
2021 2020
Note GBP GBP
------------------------------------------------ ---- ------------ ------------
Non-current assets
Property, plant and equipment 15 15,706 3,625
Investment in subsidiary undertakings 16 60,051 60,000
Trade and other receivables 18 1,858,024 428,974
------------------------------------------------ ---- ------------ ------------
Total non-current assets 1,933,781 492,599
------------------------------------------------ ---- ------------ ------------
Current Assets
Trade and other receivables 18 31,381 1,558,026
Cash and cash equivalents 19 3,719,134 3,590,521
------------------------------------------------ ---- ------------ ------------
Total current assets 3,750,515 5,148,547
------------------------------------------------ ---- ------------ ------------
TOTAL ASSETS 5,684,296 5,641,146
------------------------------------------------ ---- ------------ ------------
Equity attributable to shareholders
Share capital 20 5,805,331 5,795,751
Share premium 20 13,674,215 12,445,569
Convertible loan stock 22 - 2,000
Other reserves 23 165,835 435,275
Retained loss (14,323,846) (13,234,612)
------------------------------------------------ ---- ------------ ------------
Total equity 5,321,535 5,443,983
------------------------------------------------ ---- ------------ ------------
Current liabilities
Trade and other payables 25 308,408 192,623
Social security and other taxes 54,353 4,540
------------------------------------------------ ---- ------------ ------------
Total current liabilities 362,761 197,163
------------------------------------------------ ---- ------------ ------------
TOTAL LIABILITIES 362,761 197,163
------------------------------------------------ ---- ------------ ------------
TOTAL EQUITY AND LIABILITIES 5,684,296 5,641,146
------------------------------------------------ ---- ------------ ------------
The notes form part of these Financial Statements.
These Financial Statements were approved by the Board of
Directors and authorised for issue on 29 June 2022 and were signed
on its behalf by:
Mark Duffin
Chief Executive Officer
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As at 31 December 2021
Share Convertible Non-
Share premium loan Other Translation Retained controlling Total
capital stock reserves reserve loss Total interests equity
GBP GBP GBP GBP GBP GBP GBP GBP GBP
-------------- --------- --------------------- --------- ----------- ------------ ----------- ------------ ------------
As at 1
January
2020 5,128,124 6,822,694 103,000 (475,153) 92,181 (11,642,051) 28,795 (48,045) (19,250)
Loss and total
comprehensive
income for
the
year - - - - - (1,416,088) (1,416,088) (32,634) (1,448,722)
Shares
issued(1) 667,627 5,612,964 (71,752) - - - 6,208,839 - 6,208,839
Warrants
issued - - - 10,712 - - 10,712 - 10,712
Warrants
exercised - 9,911 - (9,911) - - - - -
Convertible
loan stock
issued(2) - - 4,085 - - - 4,085 - 4,085
Convertible
loan stock
redeemed - - (33,333) - - - (33,333) - (33,333)
Share based
payments
arising - - - 434,474 - - 434,474 - 434,474
Share based
payments
expired - - - (24,846) - 24,846 - - -
Merger relief
on
acquisition - - - 1,740,000 - - 1,740,000 - 1,740,000
-------------- --------- ---------- --------- --------- ----------- ------------ ----------- ------------ ------------
As at 31
December
2020 5,795,751 12,445,569 2,000 1,675,276 92,181 (13,033,293) 6,977,484 (80,679) 6,896,805
-------------- --------- ---------- --------- --------- ----------- ------------ ----------- ------------ ------------
As at 1
January
2021 5,795,751 12,445,569 2,000 1,675,276 92,181 (13,033,293) 6,977,484 (80,679) 6,896,805
Loss and total
comprehensive
income for
the
year - - - - - (3,340,894) (3,340,894) (11,756) (3,352,650)
Shares
issued(1) 9,580 1,149,662 - - - - 1,159,242 - 1,159,242
Disposal of
subsidiary - - - - - - - 92,435 92,435
Interest
waived - - (2,000) - - - (2,000) - (2,000)
Warrants
exercised - 801 - (801) - - - - -
Share based
payments
arising - - - 165,835 - - 165,835 - 165,835
Share based
payments
exercised - 78,183 - (434,474) - 356,291 - - -
As at 31
December
2021 5,805,331 13,674,215 - 1,405,836 92,181 (16,017,896) 4,959,667 - 4,959,667
-------------- --------- ---------- --------- --------- ----------- ------------ ----------- ------------ ------------
(1) Shares issued are net of costs
(2) Convertible loan stock includes cumulative interest payable
by the issue of shares
The notes form part of these Financial Statements.
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
As at 31 December 2021
Share Share Convertible Share Retained Total
capital premium loan stock option loss GBP
GBP GBP GBP and warrant GBP
reserve
GBP
----------------------------- --------- ---------- ------------ ------------- ------------ -----------
As at 1 January
2020 5,128,124 6,822,694 103,000 24,846 (11,715,744) 362,920
Loss and total comprehensive
income for the year - - - - (1,543,714) (1,543,714)
Shares issued(1) 667,627 5,612,964 (71,752) - - 6,208,839
Convertible loan
stock issued(2) - - 4,085 - - 4,085
Warrants issued - - - 10,712 - 10,712
Warrants exercised - 9,911 - (9,911) - -
Convertible loan
stock redeemed - - (33,333) - - (33,333)
Share based payments
arising - - - 434,474 - 434,474
Share based payments
expired - - - (24,846) 24,846 -
----------------------------- --------- ---------- ------------ ------------- ------------ -----------
As at 31 December
2020 5,795,751 12,445,569 2,000 435,275 (13,234,612) 5,443,983
----------------------------- --------- ---------- ------------ ------------- ------------ -----------
As at 1 January
2021 5,795,751 12,445,569 2,000 435,275 (13,234,612) 5,443,983
Loss and total comprehensive
income for the year - - - - (1,445,525) (1,445,525)
Shares issued(1) 9,580 1,149,662 - - - 1,159,242
Interested waived - - (2,000) - - (2,000)
Warrants exercised - 801 - (801) - -
Share based payments
arising - - - 165,835 - 165,835
Share based payments
exercised - 78,183 - (434,474) 356,291 -
----------------------------- --------- ---------- -------- ---------- ------------ -----------
As at 31 December
2021 5,805,331 13,674,215 - 165,835 (14,323,846) 5,321,535
----------------------------- --------- ---------- -------- ---------- ------------ -----------
(1) Shares issued are net of costs
(2) Convertible loan stock includes cumulative interest payable
by the issue of shares.
The notes form part of these Financial Statements.
CONSOLIDATED CASH FLOW STATEMENT
As at 31 December 2021
2021 2020
Note GBP GBP
--------------------------------------------------------------------- ---- ----------- -----------
Cash Flows from Operating Activities
Loss for the year on continuing
activities (3,179,384) (968,905)
Loss for the year from discontinued
operations (173,266) (479,817)
Depreciation of property, plant
and equipment 15 13,714 6,900
Amortisation of intangible assets 14 - 14,600
Share based payments 385,852 434,474
Impairments of inventories 586,013 -
Impairments of intangible assets - 363,745
Release from lease liability (16,875) -
Interest income - (39)
Finance costs 10 545 4,085
Interest waived (2,000) -
Loss on disposal of fixed assets 4,629 -
Loss on disposal of discontinued
operations 12 68,847 -
Taxation - (120,471)
Increase in inventories (542,120) (4,879)
Decrease/(increase) in trade
and other receivables 329,900 (229,024)
Decrease in provisions (13,000) (7,500)
Increase/(decrease) in trade
and other payables 214,421 (123,806)
--------------------------------------------------------------------- ---- ----------- -----------
Cash used in operations (2,322,724) (1,110,637)
Income taxes received - 120,471
Interest paid (545) -
--------------------------------------------------------------------- ---- ----------- -----------
Net cash used in operating activities (2,323,269) (990,166)
--------------------------------------------------------------------- ---- ----------- -----------
Cash Flows from Investing Activities
Purchases of property, plant
and equipment 15 (37,562) (518)
Interest income - 39
Proceeds from sale of businesses
(net of cash held) (43,537) 160,275
Investment in subsidiaries (net
of cash acquired) - 15,592
Net cash (used in)/generated
from investing activities (81,099) 175,388
--------------------------------------------------------------------- ---- ----------- -----------
Cash Flows from Financing Activities
Repayment of lease liabilities 30 (20,000) (29,500)
Repayment of borrowings 30 - (60,825)
Repayment of loan notes - (33,333)
Issue of shares, net of issue
costs 2,444,225 4,604,801
--------------------------------------------------------------------- ---- ----------- -----------
Net cash generated from financing
activities 2,424,225 4,481,143
--------------------------------------------------------------------- ---- ----------- -----------
Net increase/(decrease) in cash
and cash equivalents 19,857 3,666,365
Cash and cash equivalents at
beginning of year 3,741,135 74,770
--------------------------------------------------------------------- ---- ----------- -----------
Cash and cash equivalents at
31 December 19 3,760,992 3,741,135
--------------------------------------------------------------------- ---- ----------- -----------
Non-cash transactions
The principal non-cash transactions
relate to:
* Acquisition of subsidiary 17 - 1,800,000
* Loan note conversion (including interest) - 71,752
--------------------------------------------------------------------- ---- ----------- -----------
- 1,871,752
------------------------------------------------------------------- ---- ----------- -----------
The notes form part of these Financial Statements.
PARENT COMPANY CASH FLOW STATEMENT
As at 31 December 2021
2021 2020
Note GBP GBP
--------------------------------------------------------------------- ---- ----------- -----------
Cash Flows from Operating Activities
Loss for the year on continuing
activities (1,445,525) (1,543,714)
Depreciation of property, plant
and equipment 15 4,716 4,350
Share based payments 385,852 434,474
Impairments 18 85,972 640,201
Profit on investment disposal (1) -
Finance costs 10 545 4,085
Interest waived (2,000) -
Decrease)/(increase) in trade
and other receivables 20,494 (35,449)
Increase in trade and other payables 165,599 53,006
--------------------------------------------------------------------- ---- ----------- -----------
Cash used in operations (784,348) (443,047)
Interest paid (545) -
--------------------------------------------------------------------- ---- ----------- -----------
Net cash used in operating activities (784,893) (443,047)
--------------------------------------------------------------------- ---- ----------- -----------
Cash Flows from Investing Activities
Purchases of property, plant
and equipment 15 (16,797) -
Investment in subsidiaries 16 (51) -
Disposal of subsidiary undertakings 1 -
proceeds
Loans to subsidiary undertakings (1,513,872) (542,684)
--------------------------------------------------------------------- ---- ----------- -----------
Net cash used in investing activities (1,530,719) (542,684)
--------------------------------------------------------------------- ---- ----------- -----------
Cash Flows from Financing Activities
Repayment of loan notes - (33,333)
Issue of shares, net of issue
costs 2,444,225 4,604,801
--------------------------------------------------------------------- ---- ----------- -----------
Net cash generated from financing
activities 2,444,225 4,571,468
--------------------------------------------------------------------- ---- ----------- -----------
Net increase in cash and cash equivalents 128,613 3,585,737
Cash and cash equivalents at
beginning of year 3,590,521 4,784
--------------------------------------------------------------------- ---- ----------- -----------
Cash and cash equivalents at
31 December 19 3,719,134 3,590,521
--------------------------------------------------------------------- ---- ----------- -----------
Non-cash transactions
The principal non-cash transactions
relate to:
* Acquisition of subsidiary 16 - 60,000
* Loan note conversion (including interest) - 71,752
--------------------------------------------------------------------- ---- ----------- -----------
- 131,752
------------------------------------------------------------------- ---- ----------- -----------
The notes form part of these Financial Statements.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
1. Ge neral information
nanosynth group plc (the "Company") and its subsidiaries
(together the "Group") conducted three main activities during the
year, as detailed in note 12, two of these were discontinued. The
Company is incorporated and domiciled in the UK and its registered
office is 27-28 Eastcastle Street, London W1W 8DH. During the year
the company changed its name to reflect the continuing activity of
the Group.
The Company's shares are quoted on the Alternative Investment
Market ("AIM") of the London Stock Exchange plc.
2. Summary of accounting policies
The principal accounting policies applied in the preparation of
these Consolidated Financial Statements are set out below. These
policies have been consistently applied in the year presented,
unless otherwise stated.
a) Basis of preparation
These Financial Statements have been prepared with UK-adopted
International Accounting Standards ("UK-adopted IAS") and the
Companies Act 2006. These accounting policies comply with each IAS
that is mandatory for accounting periods ending on 31 December 2021
except for, in order to present fairly the acquisition of Pharm 2
Farm Limited, the Group has departed from the requirements within
IFRS 3 relating to the value of the consideration as detailed in
note 17.
As a result of the UK leaving the EU, the company has applied
UK-adopted IAS. In the previous year the company applied EU-adopted
IFRS. On 1 January 2021 these were identical and no restatements
made.
The Financial Statements are presented in GBP (GBP) rounded to
the nearest pound.
The preparation of financial statements in conformity with IAS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Group's Accounting Policies. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the Financial
Statements are disclosed in Note 4.
b) Going concern basis
At the date of this report the Group had net cash of GBP1.8m.
The Directors have reviewed the Group's strategy with regard to
future investment in its business.
The Directors have considered the impact of Covid-19 and are
closely monitoring the situation.
The Group's business activities together with the factors likely
to affect its future development performance and position are set
out in the Strategic Report.
For the year ended 31 December 2021, the Group's objectives,
policies and processes for managing its capital, its financial risk
management objectives, details of its financial instruments and its
exposure to credit and liquidity risk can be found in the Strategic
Report and in Notes 3 and 29.
Based on these assumptions, the Directors have a reasonable
expectation that the Group and Company have adequate resources to
continue in operational existence for the foreseeable future and
therefore have adopted the going concern basis of preparation in
these Financial Statements.
c) New and amended standards
Changes in accounting policy
For the purpose of the preparation of these consolidated
financial statements, apart from that detailed in 2(a) above the
Group and Parent Company have applied all standards and
interpretations that are effective for accounting periods beginning
on or after 1 January 2021.
There were no new standards, amendments and interpretations
effective for the first time on or after 1 January 2021 that had a
material impact on the Group or Parent Company.
New standards, interpretations and amendments not yet
effective
Standards, amendments and interpretations that have been
published and will be mandatory for accounting periods beginning on
or after 1 January 2022 are not expected to have a material impact
on the Group's or Parent Company's results or shareholders'
funds.
d) Basis of consolidation
Subsidiaries are entities controlled by the Group. Control is
achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability
to affect those returns through its power over the investee.
Specifically, the Group controls an investee if, and only if, the
Group has:
-- Power over the investee (i.e. existing rights that give
it the current ability to direct the relevant activities
of the investee).
-- Exposure, or rights, to variable returns from its involvement
with the investee
-- The ability to use its power over the investee to affect
its returns.
Generally, there is a presumption that a majority of voting
rights result in control. To support this presumption and when the
Group has less than a majority of the voting or similar rights of
an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee,
including:
-- The contractual arrangement with the other vote holders
of the investee.
-- Rights arising from other contractual arrangements.
-- The Group's voting rights and potential voting rights.
Consolidation of a subsidiary begins when the Group obtains
control over the subsidiary and ceases when the Group loses control
of the subsidiary. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the year are included in
the consolidated financial statements from the date the Group gains
control until the date the Group ceases to control the subsidiary.
The acquisition method is used to account for the acquisition of
subsidiaries.
Acquisition related costs are expensed as incurred.
The Group measures goodwill at the acquisition date as the
excess of the fair value of the consideration transferred, plus the
recognised amount of any non-controlling interests, less the
recognised amount of the identifiable assets acquired and
liabilities assumed. If this consideration is lower than the fair
value of the net assets of the subsidiary acquired, the difference
is recognised in profit or loss.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting policies used
into line with those used by other members of the Group. All
intercompany transactions and balances between group entities are
eliminated on consolidation.
Transactions with non-controlling interests that do not result
in loss of control are accounted for as equity transactions. Gains
or losses on disposals to non-controlling interests are recorded in
equity.
Where considered appropriate, adjustments are made to the
financial information of subsidiaries to bring the accounting
policies used into line with those used by other members of the
Group. All intercompany transactions and balances between Group
enterprises are eliminated on consolidation.
The Company's UK subsidiaries use UK GAAP rules to prepare and
report their financial statements. The Group reports using IFRS
standards and in order to comply with the Group's reporting
standards, management of these subsidiaries processed several
adjustments to ensure the financial information included at a Group
level complies with IFRS. These subsidiaries will continue to
prepare their company financial statements in line with UK GAAP
rules.
e) Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker
("CODM"). The CODM is deemed to be the Chief Executive Officer and
the Chief Financial Officer.
Operating segments are identified on the basis of internal
reports that are regularly reviewed by the CODM to allocate
resources and to assess performance. Using the Group's internal
management reporting as a starting point, only one continuing
reporting segment set out in note 5 has been identified.
The individual financial statements of each Group company are
measured in the currency of the primary economic environment in
which it operates (its functional currency) being US dollar or
pounds sterling. For the purpose of the Group Financial Statements,
the results and financial position are expressed in pounds sterling
GBP, which is the presentation currency for the Group and
Company.
f) Discontinued operations
A discontinued operation is a component of the Group's business,
the operations and cash flows of which can be clearly distinguished
from the rest of the Group and which:
-- represents a separate major line of business or geographic
area of operations;
-- is part of a single co-ordinated plan to dispose of a
separate major line of business or geographic area of
operations; or
-- is a subsidiary acquired exclusively with a view to re-sale.
Discontinued operations are presented in the income statement as
a separate line and are shown net of tax. Comparative information
in relation to the Consolidated Statement of Comprehensive Income
and Consolidated Cashflow Statement has been restated to reflect
this presentation.
Foreign currencies
Functional and presentation currency
Pounds sterling GBP is considered to be the functional
currency.
Transactions and balances
In preparing the financial statements of the individual
companies, transactions in currencies other than the entity's
functional currency (foreign currencies) are recorded at the rates
of exchange prevailing on the dates of the transactions. At the
Statement of Financial Position date, monetary assets and
liabilities that are denominated in foreign currencies are
translated at the rates prevailing on the Statement of Financial
Position date. Exchange differences arising on the settlement of
monetary items, and on the translation of monetary items at the
Statement of Financial Position date, are included in the Statement
of Comprehensive Income for the year.
g) Intangible assets
Goodwill arises on the acquisition of subsidiaries and
represents the excess of the consideration transferred, the amount
of any non-controlling interest in the acquiree and the
acquisition-date fair value of any previous equity interest in the
acquiree over the fair value of the identifiable net assets
acquired. If the total of consideration transferred,
non-controlling interest recognised and previously held interest
measured at fair value is less than the fair value of the net
assets of the subsidiary acquired, in the case of a bargain
purchase, the difference is recognised directly in the Statement of
Comprehensive Income.
For the purpose of impairment testing, goodwill acquired in a
business combination is allocated to each of the CGUs, or groups of
CGUs, that is expected to benefit from the synergies of the
combination. Each unit or group of units to which the goodwill is
allocated represents the lowest level within the entity at which
the goodwill is monitored for internal management purposes.
Goodwill is monitored at the operating segment level.
Goodwill impairment reviews are undertaken annually or more
frequently if events or changes in circumstances indicate a
potential impairment. The carrying value of the CGU containing the
goodwill is compared to the recoverable amount, which is the higher
of value in use and the fair value less costs of disposal. Any
impairment is recognised immediately as an expense and is not
subsequently reversed.
Customer lists and intellectual property rights are shown at
fair value at date of acquisition, less amortisation and
impairments. Costs associated with these are recognised as an
expense as incurred.
Development costs that are directly attributable to the design
and testing of identifiable and unique products controlled by the
Company are recognised as intangible assets when the following
criteria are met:
-- it is technically feasible to complete the product so
that it will be available for use;
-- management intends to complete the product and use or
sell it;
-- there is an ability to use or sell the product;
-- it can be demonstrated how the product will generate
probable future economic benefits;
-- adequate technical, financial and other resources to
complete the development and use or sell the product
are available; and
-- the expenditure attributable to the product during its
development can be reliably measured.
The Group's Intangible assets, other than goodwill acquired on
acquisition, are amortised at 20% per annum on a straight line
basis.
At each year end date, the Group reviews the carrying amounts of
its intangible assets other than goodwill if there is an indication
of impairment to determine if 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 Group
estimates the recoverable amount of the cash-generating unit to
which the asset belongs.
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.
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 (cash-generating unit) is reduced to its
recoverable amount. An impairment loss is recognised as an expense
immediately.
h) Property, plant and equipment
All property, plant and equipment are shown at cost less
subsequent depreciation and impairment. Cost includes expenditure
that is directly attributable to the acquisition of items.
Subsequent costs are included in the asset's carrying amount or
recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item
will flow to the Group and the cost of the item can be measured
reliably. The carrying amount of any replaced part is derecognised.
All other repairs and maintenance are charged to the Statement of
Comprehensive Income during the financial year in which they are
incurred.
Depreciation is charged so as to write off the cost of assets
over their useful economic lives, using the straight-line method,
which is considered to be as follows:
-- Plant and equipment 5 years
-- Motor Vehicles 3 to 5 years
-- Software 3 years
The assets' residual values and useful lives are reviewed, and,
if appropriate, asset values are written down to their estimated
recoverable amounts, at each Statement of Financial Position
date.
Gains and losses on disposals are determined by comparing
proceeds with the carrying amounts and are included in the
Statement of Comprehensive Income.
i) Financial assets
The Group and Company has classified all of its financial assets
as loans and receivables. The classification depends on the purpose
for which the financial assets were acquired. Management determines
the classification of its financial assets at initial
recognition.
Loans and receivables are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active
market. They are included in current assets. The Group's loans and
receivables comprise trade and other receivables and cash and cash
equivalents in the Statement of Financial Position.
Loans and receivables are initially recognised at fair value
plus transaction costs and are subsequently carried at amortised
cost using the effective interest method, less provision for
impairment.
j) Impairment of financial assets
The Group assesses, on a forward-looking basis, the expected
credit losses associated with its debt instruments carried at
amortised cost. The impairment methodology applied depends on
whether there has been a significant increase in credit risk. A
financial asset, or a group of financial assets, is impaired, and
impairment losses are incurred, only if there is objective evidence
of impairment as a result of one or more events that occurred after
the initial recognition of the asset (a "loss event"), and that
loss event (or events) has an impact on the estimated future cash
flows of the financial asset, or group of financial assets, that
can be reliably estimated.
The criteria that the Group and Company uses to determine that
there is objective evidence of an impairment loss include:
-- significant financial difficulty of the issuer or obligor;
-- a breach of contract, such as a default or delinquency
in interest or principal repayments.
The amount of the loss is measured as the difference between the
asset's carrying amount and the present value of estimated future
cash flows (excluding future credit losses that have not been
incurred), discounted at the financial asset's original effective
interest rate. The asset's carrying amount is reduced, and the loss
is recognised in the profit or loss.
For trade receivables, the Group applies the simplified approach
permitted by IFRS 9, which requires expected lifetime losses to be
recognised from initial recognition of the receivables.
If, in a subsequent year, the amount of the impairment loss
decreases and the decrease can be related objectively to an event
occurring after the impairment was recognised (such as an
improvement in the trade and other receivables credit rating), the
reversal of the previously recognised impairment loss is recognised
in the Statement of Comprehensive Income.
k) Trade and other receivables
Trade receivables are amounts due from customers for services
performed in the ordinary course of business. If collection is
expected in one year or less (or in the normal operating cycle of
the business if longer), they are classified as current assets. If
not, they are presented as non-current assets.
l) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and deposits
held at call with banks.
m) Share capital and reserves
Equity comprises the following:
-- Share Capital represents ordinary shares issued at par
value and includes "Deferred Shares" below
-- Deferred Shares represents notional shares arising on
the redenomination of the nominal share capital at various
times and have no voting rights. The Deferred Shares
form part of the Share Capital balance shown in the Statement
of Financial Position.
-- Share Premium represents the premium paid on shares issued
above par value net of issue costs.
-- Retained earnings represents retained losses.
-- Merger reserve represents the difference between the
carrying value of the investment and the nominal value
of the shares of subsidiaries upon consolidation under
merger accounting. The merger reserve is presented in
"other reserves".
-- Merger relief reserve represents the difference between
the nominal value of shares issued accounted under merger
relief and the consideration attributed to the shares
issued.
-- Share option and warrants reserve represents the fair
value of unexpired warrants.
-- Convertible loan stock represents fair value of consideration
received together with interest thereon.
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
n) Share-based payments
The Group operates a number of equity-settled, share-based
compensation plans, under which the entity receives goods or
services from employees or third party suppliers as consideration
for equity instruments of the Company. The fair value of the
equity-settled share based payments are recognised as an expense in
the Statement of Comprehensive Income or charged to equity
depending on the nature of the services provided or instruments
issued.
o) Trade and other payables
Trade payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities
if payment is due within one year or less. If not, they are
presented as non-current liabilities. Trade payables are recognised
initially at fair value, and subsequently measured at amortised
cost using the effective interest method.
p) Borrowings
Borrowings are recognised initially at fair value, net of
transaction costs incurred. Borrowings are subsequently carried at
amortised cost; any difference between the proceeds (net of
transaction costs) and the redemption value is recognised in the
Statement of Comprehensive Income over the year of the borrowings
using the effective interest method.
q) Revenue recognition
The Group recognises revenue in accordance with IFRS 15 which
includes five key steps:
Step 1: Identify the contracts with a customer; Step 2: Identify
the performance obligations in the contract; Step 3: Determine the
transaction price; Step 4: Allocate the transaction price to the
performance obligations in the contract; and Step 5: Recognise
revenue when (or as) the entity satisfies a performance
obligation.
The Group recognises revenue when the amount of revenue can be
reliably measured, it is probable that future economic benefits
will flow to the entity, and specific criteria have been met for
each of the Group's activities, as described below: if revenue has
been billed but the specific performance obligations are not met
then this is recognised as deferred revenue.
From the Group's remaining activity of utilisation of functional
nanoparticles, revenues are recognised on delivery of the
goods.
The Group bases its estimates on historical results, taking into
consideration the type of customer, the type of transaction and the
specifics of each arrangement. Where the Group makes sales relating
to a future financial period, these are deferred and recognised
under 'deferred revenue' on the Statement of Financial
Position.
r) Current and deferred income tax
Income tax represents tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year.
Taxable profit differs from the loss for the year as reported in
the Consolidated Statement of 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 Group's liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by
the Statement of Financial Position date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the
liability method. Deferred tax liabilities are generally recognised
for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting loss.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries, except where
the Group is able to control the reversal of the temporary
difference and it is probable that the temporary difference will
not reverse in the foreseeable future.
Deferred tax is calculated at the tax rates that are expected to
apply in the relevant jurisdiction in the year when the liability
is settled or the asset is realised. Deferred tax is charged or
credited to the Consolidated Statement of Comprehensive Income,
except when it relates to items charged or credited directly to
equity, in which case the deferred tax is also dealt with in
equity. Deferred tax is not discounted.
Deferred tax assets and liabilities are offset where 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 Group intends to settle its
current tax assets and liabilities on a net basis.
s) Leases
Prior to 1 January 2019: Leases in which a significant portion
of the risks and rewards were retained by the lessor were
classified as operating leases. Payments made under operating
leases were charged to the Statement of Comprehensive Income on a
straight line basis over the period of the lease.
Assets held under finance leases were recognised as assets of
the Group at the fair value at the inception of the lease or if
lower, at the present value of the minimum lease payments. The
related liability to the lessor was included in the Statement of
Financial Position as a finance lease obligation. Lease payments
were apportioned between interest expenses and capital redemption
of the liability. Interest was recognised immediately in the
Statement of Comprehensive Income, unless attributable to
qualifying assets, in which case they were capitalised to the cost
of those assets.
Post 1 January 2019: Assets held under leases are recognised as
assets of the Group at the fair value at the inception of the lease
or if lower, at the present value of the minimum lease payments.
The related liability to the lessor is included in the Statement of
Financial Position as a finance lease obligation. Lease payments
are apportioned between interest expenses and capital redemption of
the liability. Interest is recognised immediately in the Statement
of Comprehensive Income, unless attributable to qualifying assets,
in which case they are capitalised to the cost of those assets.
Exemptions are applied for short life leases and low value
assets, with payments made under operating leases charged to the
Statement of Comprehensive Income on a straight line basis over the
period of the lease.
3) Financial risk management
Group financial risk factors
The Group's activities expose it to a variety of financial
risks. The Group's finance function monitors and manages the
financial risks relating to the operations of the Group. The Group
is exposed to market risks (including foreign exchange risk and
price risk) and credit risk and to a very limited amount interest
rate risk and liquidity risk.
Risk management is carried out by the Board of Directors. The
Board provides written principles for overall risk management, as
well as written policies covering specific areas, such as foreign
exchange risk, interest rate risk and credit risk, to mitigate
financial risk exposures.
Market risk
a) Foreign exchange risk
The Group has closed its operations located in parts of the
world whose functional currency is not the same as the Group's
functional currency (GBP Sterling), therefore the foreign exchange
risk is low. The Group's net assets arising from closed US
operations are exposed to currency risk resulting in gains and
losses on retranslation from US Dollar. Due to the minimal amount
of transactions in US dollars, the Group does not consider hedging
its net investments beneficial because the cash flow risk created
from such hedging techniques would outweigh the risk of foreign
currency exposure. It is the Group's policy to hold surplus funds
over and above working capital requirements in the Parent Company.
The Group considers this policy minimises any unnecessary foreign
exchange exposure.
In order to monitor the continuing effectiveness of this policy
the Board through their approval of both corporate and capital
expenditure budgets, and review of the currency profile of cash
balances and management accounts, considers the effectiveness of
the policy on an ongoing basis.
b) Price risk
The Group is not exposed to commodity price risk as a result of
its operations. The Directors will revisit the appropriateness of
this policy should the Group's operations change in size or
nature.
Credit risk
Credit risk arises from the Group's trade receivables. Where no
independent rating of customers is available, credit control
assesses the quality of customers by reference to their financial
position, past experience and any other relevant factors.
Interest rate risk management
The Group is not exposed to interest rate risk on financial
liabilities.
Liquidity risk management
The Group manages liquidity risk by maintaining adequate
reserves and by continuously monitoring forecast and actual cash
flows and matching the maturity profiles of financial assets and
liabilities. The Group seeks to manage financial risk, to ensure
sufficient liquidity is available to meet foreseeable needs and to
invest cash assets safely and profitably.
Capital risk management
The Group manages its capital to ensure that it will be able to
continue as a going concern while maximising the return to
stakeholders. The Group's capital structure primarily consists of
equity attributable to equity holders of the parent, comprising
issued capital, reserves and retained losses.
4) Critical accounting estimates and judgements
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.
The Group makes estimates and judgements concerning the future.
The resulting accounting estimates and judgements will, by
definition, seldom equal the related actual results. The estimates
and judgements that have a significant risk of causing a material
adjustment to the carrying amount of assets and liabilities within
the next financial year are addressed below:
Intangible assets
Intangible assets comprise of goodwill and Intellectual Property
acquired on acquisitions. Goodwill is not amortised, Intellectual
Property is amortised at 20% per annum on a straight-line
basis.
Useful lives are based on management's estimates of the period
that the assets will generate revenues with such records being
periodically reviewed for continual appropriation.
On acquisitions the group values intangible assets excluding
goodwill.
The Group test annually whether goodwill has suffered any
impairment, and of other intangible assets where there is an
indication of impairment, in accordance with the accounting policy.
Where applicable, the recoverable amounts of cash generating units
have been determined based on value in use calculations. The value
in use calculations require the entity to estimate future cash
flows expected to arise from the cash generating unit and apply a
suitable discount rate in order to calculate present value. These
calculations require the use of estimates (note 14).
Inventory
The Group carries its inventory at the lower of cost of net
realisable value. Net realisable value for the inventory of masks
and their components was considered to have no net realisable value
at 31 December 2021 as detailed in the Chairman's Statement,
leading to an impairment of GBP586,013 (note 6).
Share Options
The Group issued employee share options during the year.
The valuation of options used is the Black Scholes model and is
detailed in Note 21. Changes to inputs and assumptions, in
particular concerning the volatility of the Company's share price
and the time to exercise can have a significant effect on the
valuation.
5) Segmental analysis
Management considers that during 2021 there was only one
continuing activity as set out below. The revenue below excludes
that of the discontinued operations (note 12).
Total revenue from continuing operations is recognised at a
point in time and comprises:
Revenue from external customers:
2021 2020
GBP GBP
---------------------------------------- ------- ----
Utilisation of functional nanoparticles 208,778 600
---------------------------------------- ------- ----
Revenues from continuing operations are generated by
geographical areas as follows:
2021 2020
GBP GBP
--------------- ------- ----
United Kingdom 178,082 600
Europe 9,467 -
Rest of World 21,229 -
--------------- ------- ----
208,778 600
--------------- ------- ----
The following customers generated more than 10% of the Group's
revenue from continuing operations:
2021 2020
GBP GBP
----------- ------ ----
Customer 1 50,350 600
Customer 2 50,278 -
----------- ------ ----
Carrying amount of assets:
2021 2020
GBP GBP
------------------------- --------- ---------
United Kingdom 5,666,225 7,552,089
United States of America - -
------------------------- --------- ---------
5,666,225 7,552,089
------------------------- --------- ---------
Carrying amount of liabilities:
2021 2020
GBP GBP
------------------------- ------- -------
United Kingdom 496,320 423,337
United States of America 210,238 201,947
------------------------- ------- -------
706,558 625,284
------------------------- ------- -------
The segmental analysis of the balance sheet is not part of
routine management reporting and consequently no activity segmental
analysis of assets is shown.
6) Administrative expenses and impairments
The following have been charged in arriving at operating
loss:
2021 2020
GBP GBP
--------------------------------------------- --------- -------
Staff costs 992,237 144,603
Foreign exchange gains and losses (19,200) 13,985
Depreciation 13,714 6,211
Audit fees (note 9) 34,130 22,500
Share based payments expense - share options 165,835 434,474
Other expenses 1,351,218 338,584
--------------------------------------------- --------- -------
2,537,934 960,357
--------------------------------------------- --------- -------
Impairments relate to impairment provisions of GBP586,013
against the carrying value of inventory of masks and their
components and of GBP101,643 against other receivables.
7) Staff costs
The average number of employees, including Directors, was:
2021 2021 2020 2020
Total Continuing Total Continuing
operations operations
No. No. No. No.
----------------------------------- ------ ----------- ------ -----------
Directors (including subsidiaries) 14 6 12 4
Sales and development 8 7 2 -
Administration 2 2 - -
----------------------------------- ------ ----------- ------ -----------
24 15 14 4
----------------------------------- ------ ----------- ------ -----------
Employees', including Directors' costs comprise:
2021 2021 2020 2020
Total Continuing Total Continuing
operations operations
No. No. No. No.
-------------------------- --------- ----------- ------- -----------
Wages, salaries and other
staff costs 951,404 901,145 319,697 134,746
Share option expense 165,835 165,835 434,474 434,474
Social security costs 78,158 73,388 23,876 9,569
Pension costs 18,786 17,704 3,358 288
-------------------------- --------- ----------- ------- -----------
1,214,183 1,158,072 781,405 579,077
-------------------------- --------- ----------- ------- -----------
Pension costs represent contributions to defined contribution
pension schemes.
8) Directors
The Directors during the year, together with Jeremy McNamara,
were considered to be the Key Management of the Group.
2021 2020
Short Share Short Share
term employee option term employee option
benefits Pension expense Total benefits Pension expense Total
Group GBP GBP GBP GBP GBP GBP GBP GBP
Nigel Burton - - - - (9,182) - - (9,182)
Paul Ryan 1,032 - - 1,032 48,000 - 217,237 265,237
Trevor Brown 42,500 - - 42,500 54,167 - 217,237 271,404
John Richardson 204,290 660 - 204,950 85,000 1,500 - 86,500
Antony Legge 79,399 729 - 80,128 - - - -
Richard
Clarke 35,532 610 - 36,142 - - - -
Alexander Vergopoulos
- - 63,479 63,479 - - - -
Gareth Cave 51,028 595 - 51,623 - - - -
Felicity
Sartain 25,385 595 - 25,980 - - - -
Mark Duffin 65,644 7,770 86,622 160,036 - - - -
Jeremy McNamara 41,575 2,350 - 43,925 - - - -
---------------- -------------- ------- -------- ------- -------------- ------- -------- -------
546,385 13,309 150,101 709,795 177,985 1,500 434,474 613,959
---------------- -------------- ------- -------- ------- -------------- ------- -------- -------
Included in the above charges are amounts paid to Nottingham
Trent University totalling GBP25,643 in respect of the services of
Gareth Cave.
In addition to the above the company issued shares valuing
GBP113,600 to Ordian Limited and paid fees of GBP150,000 to FortOak
Rolls Limited, companies owned by Alex Vergopoulos, for work and
related expenses relating to the mask machine and securing
supplies.
Paul Ryan was paid his short term employee benefits through a
service company, Warande1970 BVBA. In the prior year Nigel Burton
agreed to waive some of his accrued benefits on his
resignation.
During the year share options were exercised by the directors
with an aggregate differential between exercise price and mid
market price on the issue date totalling GBP759,501.
The share option expense is detailed further in note 21.
9) Auditors remuneration
2021 2020
GBP GBP
------------------------------------------------------ ------- -------
Fees payable for the audit of the Group and Parent
Company's Financial Statements 30,000 22,500
Additional fees in respect of the audit for the
prior year 1,350 -
Fees payable for other services during the current
year 2,780 -
------------------------------------------------------ ------- -------
34,130 22,500
----------------------------------------------------- ------- -------
10) Finance costs
2021 2020
GBP GBP
----------------------------------------- ---- -----
Interest payable and other finance costs 545 4,085
----------------------------------------- ---- -----
11) Tax
2021 2020
GBP GBP
Group
Income tax
----------------------------------------------- --------- -------
Current tax
UK Corporation tax credit - -
----------------------------------------------- --------- -------
Deferred tax
Current year - -
----------------------------------------------- --------- -------
Tax credit - -
----------------------------------------------- --------- -------
The tax on the Group's loss before tax differs from the
theoretical amount that would arise using the weighted average tax
rate applicable to the profits/(losses) of the consolidated
entities as follows:
2021 2020
GBP GBP
Group
---------------------------------------------------- ----------- ---------
Loss before tax (3,179,384) (968,905)
---------------------------------------------------- ----------- ---------
Tax at the applicable rate of 19.00% (2020 19.00%): (604,083) (184,092)
Effect of:
Expenses/income not deductible/chargeable for
tax purposes 883 11,572
Advanced capital allowances over depreciation (3,422) 1,180
Enhanced capital allowances (1,771) -
Expense timing differences 1,881 -
Net tax effect of losses carried forward 606,512 171,340
---------------------------------------------------- ----------- ---------
Tax credit for the year - -
---------------------------------------------------- ----------- ---------
The tax rate used for 2021 is the standard rate of corporation
tax in the UK.
The Group has tax losses of approximately GBP8,300,000 (2020
GBP5,200,000) available to carry forward against future taxable
profits. No deferred tax asset has been recognised in view of the
uncertainty over the timing of future taxable profits against which
the losses may be offset.
12) Discontinued operations
As detailed in note 17, during the year the Group disposed of
74% of its interest in Gyrometric Systems Ltd and its entire
interest in Cloudveil Ltd.
During December 2019 the group reached agreement to sell the
fixed assets and goodwill within Geocurve Limited. At the same
time, a formal plan was made to discontinue the Geocurve business.
The disposal was completed in January 2020 with the company being
dissolved in the current year.
In addition, the purchaser agreed to pay a finders fee as a
percentage of sales arising from existing customers of the Geocurve
business for a limited period. These amounts will be credited to
income when the respective sales are settled and shown within
discontinued operations.
Results of the discontinued operations were as follows:
2021 2020
GBP GBP
------------------------------ --------- ---------
Revenue 5,938 109,841
Cost of sales (8,025) (48,364)
Depreciation and amortisation (658) (15,289)
Goodwill impairment - (324,812)
Other costs (120,557) (331,664)
Other income 18,883 10,000
Income tax - 120,471
------------------------------ --------- ---------
(104,419) (479,817)
Loss on disposal (see below) (68,847) -
------------------------------ --------- ---------
(173,266) (479,817)
------------------------------ --------- ---------
Included in the Group Cash Flow Statement are the following
amounts relating to discontinued operations:
2021 2020
GBP GBP
----------------------------------------- --------- ---------
Cash flow from operating activities (165,286) (513,629)
Cash flow from investing activities (833) 160,275
Cash flow from financing activities (20,000) (90,325)
----------------------------------------- --------- ---------
2021 2020
GBP GBP
----------------------------------------- --------- ---------
Disposal of discontinued operations
----------------------------------------- --------- ---------
Property, plant and equipment 2,490 -
----------------------------------------- --------- ---------
Trade, other receivables and inventories 13,658 -
----------------------------------------- --------- ---------
Cash 43,548 -
----------------------------------------- --------- ---------
Trade and other payables (83,283) -
----------------------------------------- --------- ---------
(23,587) -
----------------------------------------- --------- ---------
Non controlling interests 92,435 -
----------------------------------------- --------- ---------
Proceeds received (1) -
----------------------------------------- --------- ---------
Loss on disposal 68,847 -
----------------------------------------- --------- ---------
13) Earnings per share
Basic earnings per share has been calculated by dividing the
loss attributable to equity holders of the Company after taxation
by the weighted average number of shares in issue during the year.
There is no difference between the basic and diluted loss per share
on loss making operations.
2021
Basic and Diluted GBP 2020
-------------------------------------------------------- -------------- ------------
Loss after taxation - continuing operations (3,179,384) (968,905)
(Loss)/profit after taxation - discontinued operations (161,510) (447,183)
-------------------------------------------------------- -------------- ------------
Loss after taxation - total (3,340,894) (1,416,088)
-------------------------------------------------------- -------------- ------------
Weighted average number of shares 2,069,455,379 813,456,106
-------------------------------------------------------- -------------- ------------
Earnings per share (pence) - continuing operations (0.15) (0.12)
Earnings per share (pence) - discontinued operations (0.01) (0.05)
-------------------------------------------------------- -------------- ------------
Earnings per share (pence) - total (0.16) (0.17)
-------------------------------------------------------- -------------- ------------
14) Intangible assets
2021 2020
GBP GBP
Goodwill - Group
------------------------------- ---------- ----------
Cost
At 1 January 2,215,214 450,795
Additions (note 17) - 1,764,419
Disposals (note 17) (450,795) -
------------------------------- ---------- ----------
At 31 December 1,764,419 2,215,214
-------------------------------- ---------- ----------
Impairment
At 1 January 450,795 125,983
Arising during the year - 324,812
Disposals (450,795) -
------------------------------- ---------- ----------
At 31 December - 450,795
-------------------------------- ---------- ----------
Net book value at 31 December 1,764,419 1,764,419
-------------------------------- ---------- ----------
At the year end, management has reassessed the recoverable
amount of the goodwill relating to Pharm 2 Farm Limited based on
forecast NPV calculations. Management budgeted operating margin
based upon current estimated costing and its expectations of market
development. The discount rates reflect specific risks relating to
the relevant operating segment. The value in use calculations and
headroom is sensitive to any change in the key assumptions.
Management concluded that the goodwill is not impaired.
The key assumptions used for the Pharm 2 Farm value-in-use
calculations were as follows:
EBITDA Specific rates to year 4 then
54% thereafter
Growth rate Specific annual estimates to
year 5 then nil thereafter
Discount rate 20%
Intellectual
Property
GBP
Other intangibles - Group
--------------------------- -------------
Cost
At 1 January 2020 73,000
At 31 December 2020 73,000
------------------------------- -------------
Disposals (73,000)
------------------------------- -------------
At 31 December 2021 -
--------------------------- -------------
Amortisation
At 1 January 2020 19,467
Amortisation 14,600
Impairment 38,933
At 31 December 2020 73,000
------------------------------- -------------
Disposals (73,000)
------------------------------- -------------
At 31 December 2020 -
------------------------------- -------------
Net book value
------------------------------- -------------
At 31 December 2020 -
------------------------------- -------------
At 31 December 2021 -
------------------------------- -------------
15) Property, Plant and Equipment
Right Plant
of use & equipment Software Total
leasehold GBP GBP GBP
GBP
Group
------------------------------ ----------- ------------- ----------- ----------
Cost
At 1 January 2020 95,875 38,137 13,050 147,062
Acquisition of subsidiary - 24,377 - 24,377
Additions - 518 - 518
Disposals - (28,956) - (28,956)
------------------------------- ----------- ------------- ----------- ----------
At 31 December 2020 95,875 34,076 13,050 143,001
------------------------------- ----------- ------------- ----------- ----------
Additions - 37,562 - 37,562
Disposals (95,875) (5,667) - (101,542)
On disposals of subsidiaries - (5,787) - (5,787)
------------------------------- ----------- ------------- ----------- ----------
At 31 December 2021 - 60,184 13,050 73,234
------------------------------- ----------- ------------- ----------- ----------
Accumulated depreciation
At 1 January 2020 95,875 35,134 5,075 136,084
Acquisition of subsidiary - 3,312 - 3,312
Charge for the year - 2,550 4,350 6,900
Disposals - (28,956) - (28,956)
------------------------------- ----------- ------------- ----------- ----------
At 31 December 2020 95,875 12,040 9,425 117,340
Charge for the year - 10,089 3,625 13,714
Disposals (95,875) (1,039) - (96,914)
On disposal of subsidiaries - (3,297) - (3,297)
------------------------------- ----------- ------------- ----------- ----------
At 31 December 2021 - 17,793 13,050 30,843
Net book value
------------------------------ ----------- ------------- ----------- ----------
At 31 December 2020 - 22,036 3,625 25,661
------------------------------- ----------- ------------- ----------- ----------
At 31 December 2021 - 42,391 - 42,391
------------------------------- ----------- ------------- ----------- ----------
Plant
&
equipment Software Total
GBP GBP GBP
Company
-------------------------- ----------- --------- --------
Cost
At 1 January 2020 4,226 13,050 17,276
Additions - - -
-------------------------- ----------- --------- --------
At 31 December 2020 4,226 13,050 17,276
-------------------------- ----------- --------- --------
Additions 16,797 - 16,797
-------------------------- ----------- --------- --------
At 31 December 2021 21,023 13,050 34,073
-------------------------- ----------- --------- --------
Accumulated depreciation
At 1 January 2020 4,226 5,075 9,301
Charge for the year - 4,350 4,350
-------------------------- ----------- --------- --------
At 31 December 2020 4,226 9,425 13,651
-------------------------- ----------- --------- --------
Charge for the year 1,091 3,625 4,716
-------------------------- ----------- --------- --------
At 31 December 2021 5,317 13,050 18,367
-------------------------- ----------- --------- --------
Net book value
-------------------------- ----------- --------- --------
At 31 December 2020 - 3,625 3,625
-------------------------- ----------- --------- --------
At 31 December 2021 15,706 - 15,706
-------------------------- ----------- --------- --------
16) Investment in subsidiary undertakings
2021 2020
GBP GBP
Company
-------------------- ------ ---------
As at 1 January 60,000 384,601
Additions (note 17) 51 60,000
Impairment - (384,601)
---------------------- ------ ---------
Cost at 31 December 60,051 60,000
---------------------- ------ ---------
The impairment in 2020 relates to the company's investments in
GyroMetric Limited and Strat Aero International, Inc.
The following are the principal subsidiaries of the Company at
31 December 2021 and at the date of these Financial Statements. All
these were incorporated in the UK. Where applicable these
subsidiaries are taking advantage in their individual financial
statements of audit exemption. Whilst Virosynth Limited commenced
activity during December 2021, there were no financial transactions
during the period to 31 December 2021.
Share
Class capital Nature
Name of company Registered Address Parent company of shares held of business
--------------- ------------------------ -------------- ------------ -------- ----------------
Pharm 2 Farm 27-28 Eastcastle Street, nanosynth Ordinary 100% Nanoparticle
Limited London group plc applications
W1W 8DH, UK
Virosynth Biocity Pennyfoot Street nanosynth Ordinary 51% Anti-pathogenic
Limited Nottingham, NG1 1GF, group plc product
UK development
In addition to the above the company has non trading fully owned
subsidiaries at 31 December 2021 as follows:
Incorporated in the UK
Nanosynth Limited
Nanosynth (Medical) Limited
Incorporated and Registered in United States of America
Strat Aero International, Inc.
17) Acquisition and disposal of subsidiary undertakings
Acquisitions
In November 2020 the entire issued share capital of Pharm 2 Farm
Limited was acquired.
In the share purchase agreement dated 21 August 2020 the
purchase consideration was stated as GBP1,800,000 to be settled
through the issue of 600,000,000 ordinary shares. Due to the need
for regulatory and shareholder approval the consideration shares
were not issued until 5 November 2020 when control of Pharm 2 Farm
Limited was obtained. Under IFRS 3 the consideration would be based
on the market value of those shares at the point of issue which
would equate to GBP17,700,000. Management does not believe this
fairly reflects the acquisition given the volatility of the share
price leading up to 5 November 2020 and have used the consideration
within the agreement of GBP1,800,000 as a fairer reflection of the
agreement. Pharm 2 Farm is based in the UK and its principal
activity is that of utilisation of functional nano particles.
GBP
----------------------------------- ----------
Purchase consideration 1,800,000
Fair value of net assets acquired 35,581
------------------------------------ ----------
Goodwill 1,764,419
------------------------------------ ----------
At acquisition Pharm 2 Farm Limited had rights over intellectual
property under 15 year licences signed in 2019. Whilst management
believe there is now significant intrinsic value of these licences,
at the time of acquisition the estimate of timing and value of
income generation was insufficiently robust for a reasonable
estimate of the valuation of these rights at acquisition to be
made.
The goodwill acquired also includes employee knowledge and
expertise with regard to nano particle technology applications.
There were no adjustments processed during the year to the fair
value of the net assets acquired on the acquisition.
Disposals
In August 2021 the Company returned 74% of its interest in
Gyrometric Systems Limited back to its founders for nominal
consideration. The interest retained represents 15% of the share
capital and is included within investments at its estimated fair
value of nil.
In November 2021 the Company returned its entire interest in
Cloudveil Limited back to its founder for nominal
consideration.
Both disposals were made following a strategic review of the
Group's operations and future investment objectives.
18) Trade and other receivables
2021 2020
Group Company Group Company
GBP GBP GBP GBP
------------------------------------- ------- ------------ ---------- ----------
Amounts due from group undertakings - 1,858,024 - 430,124
Trade receivables 11,362 - 11,535 -
VAT receivable 50,436 30,008 68,424 23,035
Other receivables 15,990 - 1,813,877 1,505,000
Prepayments 2,560 1,373 32,151 28,841
------------------------------------- ------- ------------ ---------- ----------
At 31 December 80,348 1,889,405 1,925,987 1,987,000
------------------------------------- ------- ------------ ---------- ----------
Less: non-current portion - (1,858,024) - (428,974)
------------------------------------- ------- ------------ ---------- ----------
Current portion 80,348 31,381 1,925,987 1,558,026
------------------------------------- ------- ------------ ---------- ----------
Amounts due from group undertakings were impaired by a further
net GBP85,972 (2020 GBP255,600) during the year within the
Company.
Other receivables for the Group were impaired during the year by
GBP101,643 (Company GBP24,750) (2020 Group and Company - nil).
The fair value of all receivables is the same as their carrying
values stated above.
2021 2020
GBP GBP
------------------------------------------------ ------ ------
Ageing of trade receivables net of provisions -
Group:
Not due 867 630
0 - 30 days - -
Over 30 days 10,495 10,905
------------------------------------------------ ------ ------
11,362 11,535
------------------------------------------------ ------ ------
The carrying amount of the Group's trade receivables are all
denominated in GB pounds.
The maximum exposure to credit risk at the reporting date is the
carrying value reported above. The Group does not hold collateral
as security. Provisions totalling GBP2,451 (2020 GBP20,345) have
been made at the year end in respect of trade receivables.
19) Cash and cash equivalents
Cash at bank is held with credit institutions with an A credit
rating. The carrying amount of the Group's cash and cash
equivalents are all denominated in GB pounds.
20) Share capital
Group and Company 2021 2020
Issued equity share capital Number GBP Number GBP
---------------------------- -------------- --------- -------------- ---------
Is sued and fu l ly pa
id
Ordinary shares of 0.01p
each 2,079,071,986 207,907 1,983,270,231 198,327
Deferred shares of 0.1p
each 2,358,954,414 2,358,954 2,358,954,414 2,358,954
Deferred shares of 0.19p
each 774,006,790 1,470,613 774,006,790 1,470,613
A Deferred shares of 0.001p
each 17,678,567,358 1,767,857 17,678,567,358 1,767,857
---------------------------- -------------- --------- -------------- ---------
5,805,331 5,795,751
---------------------------- -------------- --------- -------------- ---------
Number
of Number Share Share
deferred of ordinary capital premium Total
Group and Company shares shares GBP GBP GBP
------------------------- --------------- -------------- ---------- ----------- -----------
As at 1 January 2020 20,037,521,772 500,656,790 5,128,124 6,822,694 11,950,818
Issue of new shares
17 and 20 April 2020 - 160,400,000 320,800 53,488 374,288
Issue of new shares
10 July 2020 - 112,950,000 225,900 46,086 271,986
Share subdivision 774,006,790 - - - -
Loan note conversion
27 October 2020 - 12,801,543 1,280 34,564 35,844
Exercise of warrants
27 October 2020 - 12,618,928 1,262 34,071 35,333
Exercise of warrants
26 October 2020 to
2 November 2020 - 97,200,000 9,720 476,280 486,000
Issue of new shares
5 November 2020 - 600,000,000 60,000 (12,200) 47,800
Exercise of warrants
11 to 13 November 2020 - 51,200,000 5,120 250,880 256,000
Exercise of warrants
12 November 2020 - 12,618,928 1,262 34,071 35,333
Loan note conversion
12 November 2020 - 12,824,042 1,283 34,624 35,907
Issue of new shares
16 November 2020 - 10,000,000 1,000 24,000 25,000
Issue of new shares
18 December 2020 - 400,000,000 40,000 4,637,100 4,677,100
Release of warrants
reserve - - - 9,911 9,911
------------------------- --------------- -------------- ---------- ----------- -----------
As at 31 December 2020 20,811,528,562 1,983,270,231 5,795,751 12,445,569 18,241,320
------------------------- --------------- -------------- ---------- ----------- -----------
Number
of Number Share Share
deferred of ordinary capital premium Total
Group and Company shares shares GBP GBP GBP
---------------------------- --------------- -------------- ---------- ----------- -----------
As at 1 January 2021 20,811,528,562 1,983,270,231 5,795,751 12,445,569 18,241,320
Issue of new shares
13 January to 12 February
2021 - 62,801,755 6,280 872,944 879,224
Exercise of warrants
29 January 2021 - 6,000,000 600 29,400 30,000
Issue of new shares
23 February 2021 - 21,000,000 2,100 296,100 298,200
Exercise of warrants
15 April 2021 - 6,000,000 600 29,400 30,000
Release of warrants
reserve - - - 801 801
---------------------------- --------------- -------------- ---------- ----------- -----------
As at 31 December 2021 20,811,528,562 2,079,071,986 5,805,331 13,674,214 19,479,545
---------------------------- --------------- -------------- ---------- ----------- -----------
Between 13 January 2021 and 12 February 2021 the Company issued
62,801,755 new ordinary shares of 0.01p each at a price of 1.4p per
share raising gross proceeds of GBP879,224 on the exercise of
options by two directors.
On 29 January 2021 6,000,000 warrants for shares were exercised
at a price of 0.5p each.
On 23 February 2021 the Company issued 21,000,000 new ordinary
shares of 0.01p each in settlement of services provided by two
directors and compensation and in place of options held by another
director.
On 15 April 2021 6,000,000 warrants for shares were exercised at
a price of 0.5p each.
Share options in the Company
At 31 December 2020 there were 77,603,512 outstanding share
options which had been issued on 9 November 2020. The options
vested on issue, had a term of 5 years and an option price of 1.4
pence per share. All these options were either exercised or
forfeited during 2021.
At 31 December 2021 there were the following options that were
outstanding that had been issued during the year, all of which had
vested:
Number Exercise Expiry date
price
7,000,000 1.85p 17 February 2024
2,000,000 1.50p 22 August 2024
In addition 2,000,000 options had been issued during the year
which had subsequently been forfeited.
During the year agreement had been made for share options to be
issued under the 2021 incentive plan at prices between 1p and 4p.
At 31 December 2021 all the 103,953,600 options were outstanding
and had not vested at that date. The expiry date of these options
was 31 August 2028. As detailed in note 35 these options were
varied after 31 December 2021.
Warrants
Warrants to subscribe for new Ordinary Shares in the Company
were in issue as follows:
2021 2020
Weighted Weighted
average average
No. of price No. of price
warrants GBP warrants GBP
---------------------------- ------------- --------- -------------- ---------
At 1 January 12,000,000 0.0047 49,451 0.0500
Issued during the year - - 185,637,856 0.0047
Lapsed during the year - - (49,451) 0.0500
Exercised during the year (12,000,000) 0.0047 (173,637,856) 0.0047
---------------------------- ------------- --------- -------------- ---------
Outstanding at 31 December - - 12,000,000 0.0047
---------------------------- ------------- --------- -------------- ---------
The warrants outstanding at 31 December 2020 had a weighted
average remaining contractual life of 4 months.
The fair value of the warrants granted in the prior year were
calculated using the Black Scholes model.
Share options in GyroMetric Systems Limited
At 31 December 2020 share options were in issue relating to
shares in GyroMetric Systems Limited. There was no exercise of
these options prior to the disposal of 74% of the holding in
GyroMetric Systems Limited detailed in note 17.
21) Share-based payments
Share option plan
During the year 7,000,000 share options were granted to Alex
Vergopoulus, a director of the company, under the existing
incentive plan at that time. The options vested immediately. In
addition 4,000,000 share options were granted to employees. Details
of the options are set out below.
Agreement was also made for the issue of 103,953,600 share
options to Mark Duffin under the 2021 incentive plan. There were
varying vesting and exercise conditions on the options as set out
below.
Fair value of share options
The fair value of the share options granted in the year have
been calculated using the Black Scholes model assuming the inputs
shown below:
Grant date 18 February 23 February 1 September
2021 2021 2021
No of options granted 7,000,000 4,000,000 103,953,600
Share price on
date of grant 1.85p 1.50p 1.25p
Exercise price 1.85p 1.50p 1.00p - 4.00p
Continuous growth
rate 0.00% 0.00% 0.00%
Dividend yield 0.00% 0.00% 0.00%
Volatility 75.49% 75.63% 76.71%
Time to maturity 3 years 3.5 years 7 years
Value of option 0.6192p -
in accounts 0.9068p 0.7867p 0.9088p
Volatility was measured over a 3 year period.
22) Convertible loan stock
2021 2020
Group and Company GBP GBP
-------------------------
As at 1 January 2,000 103,000
Repayment/conversion of
loan stock and interest - (105,085)
Interest waived (2,000) -
Accrued interest - 4,085
--------------------------- ------- ---------
At 31 December - 2,000
--------------------------- ------- ---------
23) Other reserves
The measurement requirements of IFRS 2 have been implemented in
respect of share options and warrants granted.
Group
Share Merger Merger
option relief reserve
and warrants reserve Total
reserve
GBP GBP GBP GBP
-------------------------------- -------------- ---------- ---------- ----------
At 1 January
2020 24,846 - (499,999) (475,153)
Share based payments arising 434,474 - - 434,474
Share warrants
issued 10,712 - - 10,712
Share warrants
exercised (9,911) - - (9,911)
Share warrants
lapsed (24,846) - - (24,846)
Arising on consolidation - 1,740,000 - 1,740,000
--------------------------------- -------------- ---------- ---------- ----------
At 31 December
2020 435,275 1,740,000 (499,999) 1,675,276
--------------------------------- -------------- ---------- ---------- ----------
At 1 January
2021 435,275 1,740,000 (499,999) 1,675,276
Share based payments arising 165,835 - - 165,835
Share based payments exercised (434,474) - - (434,474)
Share warrants
exercised (801) - - (801)
At 31 December
2021 165,835 1,740,000 (499,999) 1,405,836
--------------------------------- -------------- ---------- ---------- ----------
Company
Other reserves comprised share option and warrants reserve as
above.
24) Non controlling interest
Total
Group GBP
------------------------------ ------------------ ------- ------- ----------
As at 1 January 2020 (48,045)
Non controlling interest in share of losses
for the year (32,634)
-------------------------------------------------- --------------- ----------
At 31 December 2020 (80,679)
Non controlling interest in share of losses
for the year (11,756)
Disposal of non controlling
interest 92,435
-------------------------------------------------------------------- ----------
At 31 December 2021 -
-------------------------------------------------------------------- ----------
25) Trade and other payables
2021 2020
Group Company Group Company
GBP GBP GBP GBP
----------------- -------- -------- -------- --------
Trade payables 153,881 121,714 115,648 69,673
VAT payable - - 1,755 -
Corporation tax - - - -
Accruals 291,841 171,146 94,265 84,376
Other creditors 16,761 15,548 121,419 38,574
----------------- -------- -------- -------- --------
462,483 308,408 333,087 192,623
----------------- -------- -------- -------- --------
26) Lease obligations
2021 2020
Group - Lease liabilities GBP GBP
----------------------------- ----- --------
Total at 31 December - 36,875
----------------------------- ----- --------
Less: non-current portion - (7,375)
----------------------------- ----- --------
Current portion - 29,500
----------------------------- ----- --------
Payment was made during the year in full and final settlement of
the lease obligation.
27) Provisions
2021 2020
Group GBP GBP
------------------------------------------- ---- ------
Closure costs in respect of the Geocurve
business - 13,000
------------------------------------------- ---- ------
28) Deferred tax
2021 2020
Group Company Group Company
GBP GBP GBP GBP
-------------------------- ------ -------- ------ --------
Deferred tax liabilities
Deferred tax liability - - - -
-------------------------- ------ -------- ------ --------
There was no movement in the deferred tax account in either
period.
29) Financial instruments
Categories of financial instruments
2021 2021
Group Company
GBP GBP
--------------------------------------------------- ---------- ----------
Assets - Amortised cost
Trade and other receivables (excluding
prepayments) 27,352 1,882,774
Cash and cash equivalents 3,760,992 3,719,134
---------------------------------------------------- ---------- ----------
3,788,344 5,601,908
--------------------------------------------------- ---------- ----------
Liabilities - At amortised cost
Trade and other payables (excluding non-financial
liabilities) 170,642 191,615
---------------------------------------------------- ---------- ----------
2020 2020
Group Company
GBP GBP
--------------------------------------------------- ---------- ----------
Assets - Amortised cost
Trade and other receivables (excluding
prepayments) 1,825,412 1,935,124
Cash and cash equivalents 3,741,135 3,590,521
---------------------------------------------------- ---------- ----------
5,566,547 5,525,645
--------------------------------------------------- ---------- ----------
Liabilities - At amortised cost
Trade and other payables (excluding non-financial
liabilities) 237,067 112,787
Lease liabilities 36,875 -
---------------------------------------------------- ---------- ----------
273,942 112,787
--------------------------------------------------- ---------- ----------
30) Notes to the cash flow statement
Changes in liabilities arising from financing activities
Group
Cash
flows Non
1 January from financing cash 31 December
2021 activities flows 2021
Lease
payments
Repayments waived
GBP GBP GBP GBP
--------------------------------------------- ---------- ---------------- ---------- ------------
Lease liabilities (note 26) 36,875 (20,000) (16,875) -
--------------------------------------------- ---------- ---------------- ---------- ------------
Total liabilities from financing activities 36,875 (20,000) (16,875) -
--------------------------------------------- ---------- ---------------- ---------- ------------
Cash
flows
1 January from financing 31 December
2020 activities 2020
Repayments
GBP GBP GBP
--------------------------------------------- ---------- ---------------- ------------
Lease liabilities (note 26) 66,375 (29,500) 36,875
Finance lease obligations 60,825 (60,825) -
---------------------------------------------- ---------- ---------------- ------------
Total liabilities from financing activities 127,200 (90,325) 36,875
---------------------------------------------- ---------- ---------------- ------------
Company
There were no liabilities arising from financing activities in
the Company.
31) Financial commitments
Operating leases
The Group had no significant operating lease obligations at 31
December 2021 or 31 December 2020.
Other commitments
At 31 December 2021 the Group had no capital commitments. At 31
December 2020 the Group had capital commitments of GBP250,381 of
which GBP227,904 had been paid and is included within other
receivables. The Company had no capital commitments at 31 December
2021 or 31 December 2020.
32) Contingent liabilities
The Group has received a claim made against its subsidiary in
the US following the dismissal of an employee. The claim is in the
hands of the Group's lawyers and the outcome has not yet been
reached, however the Directors believe that the claim is without
merit. In the event of a settlement, the exact level of
compensation is unknown at this stage. On this basis, the
contingent liability cannot be quantified.
33) Related party transactions
Directors' transactions
Directors' remuneration is disclosed in note 8.
At 31 December 2021 Paul Ryan, a former director owed the
Company GBP24,750 (2020 GBPnil). A provision for impairment against
the loan has been made.
Paul Ryan is the owner of Warande1970 BVBA which the Group pays
in relation to Paul's director fee. GBP8,000 was outstanding at 31
December 2020 which was paid during the current year.
Trevor Brown is a former director and significant shareholder of
Braveheart Investment Group plc. During the prior year the Company
purchased a 51.73% interest in Pharm 2 Farm Limited from Braveheart
Investment Group plc settled through the issue of 310,354,815
ordinary shares.
During the previous year Hugo Gillum-Webb, a Director of that
Company repaid a loan made to him of GBP11,038.
Various amounts have been advanced by the Directors of the
Parent Company and Subsidiaries. The following amounts were
outstanding:
2021 2020
At disposal At year
end
P & R Orton 6,312 6,312
A Ferguson 19,200 19,200
Parent Company transactions with subsidiary companies
At the year end GBP1,858,024 (2020 GBP430,124) was due from the
subsidiary companies after provisions.
During the year the Company waived balances of GBP168,569 and
GBP229,000 which were due from GyroMetric Systems Ltd and Cloudveil
Limited as part of the disposal of interests in these entities.
Impairments of GBP141,600 and GBP114,000 respectively had been made
to the balances at 31 December 2020.
During the year the Company wrote off the balance of GBP930,667
due to Geocurve Limited when it was dissolved. Impairment of
GBP986,664 had been made at 31 December 2020 resulting on a credit
to the income statement of the company in the current year.
34) Ultimate controlling party
There is not considered to be a controlling party. For details
of major shareholdings please refer to the Director's Report.
35) Events after the reporting year
On 10 February 2022 it was announced that in recognition of Mark
Duffin's significant additional hours being worked and also to
further incentivise him to continue to work towards raising value
for the shareholders, the terms of the share options agreed to be
issued in 2021 detailed in note 21 were amended such that the
exercise price was reduced to 1 pence per share and the options
were to vest immediately with all being exercisable up until 1
September 2028.
In addition, as announced on that date, in order to incentivise
the key acquisitions management team options and cash bonuses have
been granted exercisable/payable on the successful completion of a
significant acquisition.
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END
FR EAKKNAELAEFA
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