2024	2023
	Notes	£	£
ASSETS
Non-current assets
Property, plant and equipment	12	108	418
Investments at fair value through profit or loss	10	1,653,341	9,458,324
Debtors due in over one year	13	-	1,155,200
		1,653,449	10,613,942
Current assets
Trade and other receivables	14	105,707	64,510
Cash and cash equivalents	15	1,742,315	934,861
		1,848,022	999,371
Total assets		3,501,471	11,613,313
LIABILITIES
Current liabilities
Trade and other payables	16	(104,145)	(149,656)
		(104,145)	(149,656)
Non-current liabilities
Deferred taxation	17	-	(944,050)
Total liabilities		(104,145)	(1,093,706)
Net assets		3,397,326	10,519,607
EQUITY
Called up share capital	18	1,274,469	1,274,469
Share premium reserve	18	5,370,711	5,370,711
Share based payment reserve		598,188	471,203
Retained earnings		(3,846,042)	3,403,224
Equity attributable to owners of the Parent		3,397,326	10,519,607
Total equity		3,397,326	10,519,607

 

The accompanying accounting policies and notes form part of these financial statements.             

 

 

 

 

 

 

Consolidated Statement of CAsh flows for the year ended 31 March 2024

			2024	2023
			£	£
Operating activities
(Loss)/ profit before tax			(8,193,316)	2,358,490
Adjustments to reconcile profit before tax to net cash flows from operating activities
Share based payment			126,985	219,223
Impairment of loans in investment companies			1,594,620	-
Decrease/ (increase) in the fair value movements of investments			2,257,293	(2,957,665)
Impairment of investments			4,847,349	-
Profit on disposal of equity investments			(1,304,035)	(170,576)
Depreciation and amortisation			310	378
Interest income			(16,896)	(21,003)
Increase in trade and other receivables			(44,015)	(194,728)
Decrease in trade and other payables			(21,309)	(2,305)
Cash flow used in operating activities			(753,014)	(768,186)
Investing activities
Proceeds from sale of investments			2,512,690	428,066
Purchase of investments			(532,516)	(1,529,127)
Loans to investments			(436,602)	-
Interest received			16,896	21,003
Net cash flow used in investing activities			1,560,468	(1,080,058)
Financing activities
Funds raised, net of share issue costs			-	930,363
Net cash flow from financing activities			-	930,363
Net increase/ (decrease) in cash and cash equivalents			807,454	(917,881)
Cash and cash equivalents at the beginning of the year			934,861	1,852,742
Cash and cash equivalents at the end of the year			1,742,315	934,861

 

The accompanying accounting policies and notes form part of these financial statements.

For non-cash movement in investing activities, see note 10

 

 

 

Consolidated Statement of ChAnges in Equity for the year ended 31 March 2024

	Called up Share Capital	Share Premium Reserve	Share based payment Reserve	Retained Earnings/ (Deficit)	Total		Total Equity
GROUP	£	£	£	£	£		£
At 1 April 2022 restated	1,044,807	4,371,343	309,835	1,760,531	7,486,516		7,486,516
Profit and total comprehensive profit for the year Allotment of shares	- 229,662	- 1,034,118	- -	1,584,838 -	1,584,838 1,263,780		1,584,838 1,263,780
Cost of shares issued	-	(34,750)	-	-	(34,750)		(34,750)
Share based payments	-	-	219,223	-	219,223		219,223
Transfer to retained earnings - surrender of options	-	-	(57,855)	57,855	-		-
Transactions with owners, recognised directly in equity	229,662	999,368	161,368	1,642,693	3,033,091		3,033,091
At 31 March 2023	1,274,469	5,370,711	471,203	3,403,224	10,519,607		10,519,607
Profit and total comprehensive profit for the year	-	-	-	(7,249,266)	(7,249,266)		(7,249,266)
Share based payments	-	-	126,985	-	126,985		126,985
Transactions with owners, recognised directly in equity	-	-	126,985	(7,249,266)	(7,122,281)		(7,122,281)
At 31 March 2024	1,274,469	5,370,711	598,188	(3,846,042)	3,397,326		3,397,326

Share capital is the number of shares issued in the company at their nominal value. The share premium account represents the gross proceeds from issue of shares, less their nominal value. Share based payment reserve is the amount generated from the award of share options and warranties. Retained earnings is the cumulative net gains and losses recognised in the consolidated statement of comprehensive income net of associated share-based payments credits.

 

Notes to the financial statements for the year ended 31 March 2024

 

1 Corporate information

The Group and Company financial statements of Braveheart Investment Group plc (the Company) for the year ended 31 March 2024 were authorised for issue by the Board of Directors on 20 June 2024 and the statements of financial position were signed on the Board's behalf by Trevor Brown.

Braveheart Investment Group plc is a public company incorporated in the United Kingdom under the Companies Act 2006 limited by shares.  The address of the registered office is detailed at the back of this report.  The nature of the Group's operations and its principal activities are set out in the Strategic Report and Directors' Report.  The Company is registered in Scotland.  The Company's ordinary shares are traded on the AIM market of the London Stock Exchange.

 

2 Accounting policies

(a) Basis of preparation

The Group and Company financial statements have been prepared in accordance with UK-adopted international accounting standards in accordance with the requirements of the Companies Act 2006 and in accordance with the requirements of the AIM rules. The principal accounting policies adopted by the Group and by the Company are set out in the following notes.

The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that are measured at the fair values at the end of the reporting period. The financial statements are presented in sterling and all values are rounded to the nearest pound (£), which is also the functional currency of the company and its subsidiaries, except where otherwise indicated.

The Group's business activities (together with the factors likely to affect its future development, performance and position) and its financial position is set out in the Chief Executive Officer's Report. The Group's risk management objectives and policies are described in the Corporate Governance Statement. Further information regarding the Group's financial risk management objectives and policies, including those in relation to credit risk, liquidity risk and market risk, is provided in note 21 to the financial statements. The Group's capital management objectives are stated on page 46, note (n).

 

(b) Investment policy

 

The Group's strategy is to invest in early and later-stage businesses, primarily in the technology sector, but it will also consider opportunities in other sectors that are knowledge intensive, such as healthcare and professional services.

The Group will target investments in both unlisted and listed companies, where there is potential for significant growth. Investments are expected to be mainly in the form of equity and equity-related instruments, including convertible debt instruments in certain circumstances.

 The Group may acquire investments directly or by way of holdings in intermediate holding or subsidiary entities. The Group might also invest in limited liability partnerships and other forms of legal entity. Where possible, the Group will seek investor protection rights, as determined by the Board. The Group may offer its Ordinary Shares in exchange for shares in investee businesses in addition to a cash investment in such businesses. 

For unlisted company investments, the Group targets companies at different stages of development, ranging from those which are just starting to trade to those which are expecting to achieve an IPO in the short term, thus providing portfolio diversification. These investments will typically involve active investment management.

The Group, where appropriate and deemed by the Board to be in the Group's best interests, may seek a position on the boards of unlisted investee companies. The Group where appropriate, will assist the board and management of investee companies, including helping to scale management teams, informing strategy and assisting with future financing. 

For listed company investments, the Group targets investments where the Board considers the shares are undervalued but there are opportunities for significant growth. These investments will typically involve passive investment management, although the Board may take a more active approach if it considers there is a need to effect change.

Braveheart may occasionally invest in companies that are in rescue or distress situations where a value-creating opportunity has been identified.

The Group does not have any maximum exposure limits but will generally take a minority stake in a business and look for investments where there is a good prospect of an exit in a two-to-five-year time period. As risk reduces, the Group may increase its investment in subsequent rounds of funding and, as those businesses grow, may find itself holding a controlling interest in some trading companies. However, in such instances the Board will ensure that there is sufficient separation between the Group and the investee company so that the investee company does not become a trading company of the Group.

 

(c) Going Concern

The directors have reviewed the Group's and the Company's budgets and plans, taking account of reasonably possible changes in trading performance and have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future and that it is therefore appropriate to continue to adopt the going concern basis in preparing the financial statements.

 

Following the sale of Phase Focus Holdings, the group currently have large bank balances and undertake regular reviews of the cash flows of the company. Furthermore, the group have a large number of listed investments that could be converted to cash if required. The group forecast at least 12 months into the future at all times in order to ensure that the company can continue into the foreseeable future.

 

(d) Changes in accounting policy and disclosures

There are no new standards which became effective in the year which had a material impact on the group.

 

(e) New standards and interpretations not yet effective

The Group has adopted all recognition, measurement and disclosure requirements of IFRS, including any new and revised standards and interpretations of IFRS, in effect for annual periods commencing on or after 1 April 2023. The adoption of these standards and amendments did not have any material impact on the financial result of position in the Group.

 

At the date of authorisation of these financial statements, the following Standards and Interpretation, which have not yet been applied in these financial statements, were in issue, but not yet effective:

 

New Standards	Effective Date
IAS 1 Amendments - Presentation and Classification of Liabilities as Current or Non current	1 January 2024
IAS 1 Amendments - Non-current liabilities with covenants	1 January 2024
IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: - Supplier Finance Arrangements	1 January 2024

 

 

(f) Basis of consolidation

The Group's financial statements consolidate the results of Braveheart Investment Group plc and its subsidiaries (together referred to as the 'Group') drawn up to 31 March each year.  The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting year as the parent company using consistent accounting policies. All intra-group balances, transactions, income and expenses are eliminated in full on consolidation. The Company is classified as an investment entity as it meets the definition of an investment entity within Paragraph 27 IFRS 10.

-      Subsidiaries

The subsidiaries have been consolidated from the date of their acquisition, being the date on which the Group obtained control, and will continue to be consolidated until the date that such control ceases. As per IFRS 10, an entity is classed as under the control of the Group when all three of the following elements are present: power over the entity, exposure to variable returns from the entity and the ability of the Group to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

The group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.

Acquisition-related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognised in profit or loss.

If the Group loses control over a subsidiary, it derecognises the related assets, liabilities, non-controlling interest and any other components of equity while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.

The Group is made up of several different types of subsidiaries. The Group assesses the function performed by each type of subsidiary to determine its treatment under the IFRS 10 exception from consolidation. The types of subsidiaries and their treatment under IFRS 10 are as follows:

·    Investment managers - Consolidated                

These entities provide investment related services through the provision of investment management or advice. They do not hold any direct investments in portfolio assets. These entities are not investment entities.

·      General Partners (GPs) - Consolidated

General Partners provide investment management services and do not hold any direct investments in portfolio assets. These entities are not investment entities.

Non-controlling interests represent the portion of profit or loss and net assets that is not held by the Group and are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position separately from parent shareholders' equity.

 

(g) Use of estimates and assumptions

The preparation of the financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.  The estimates and associated assumptions are based on historical experience and other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates.  Where management's judgement has been applied, this is noted in the relevant accounting policy.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

-      Assessment as an investment entity

Entities that meet the definition of an investment entity within IFRS 10 are required to account for most investments in controlled entities at fair value through profit and loss.  The Board has concluded that the Company continues to meet the definition of an investment entity as its strategic objective of investing in portfolio investments and providing investment management services to investors for the purpose of generating returns in the form of investment income and capital appreciation remains unchanged.

The Group is required to determine the degree of control or influence the Group exercises and the form of any control to ensure that the financial treatment is accurate.

 

-      Impairment of investments and loan receivable from investee companies  - see note 10

Management assessment of the impairment indicators including; performance of the investee companies, future prospects, ability to exit and based on that decided to impair investments in Kirkstall (2023: £1,675,000), Paraytec (2023: £3,038,000), KDS Architecture (2023: £76,000), Ni Tech (2023: £48,000), and Zilico (2023: £10,000) to £Nil.

-      Fair value of unquoted investments - see note 10

Unquoted investments have been valued by the directors in compliance with the principles of the International Private Equity and Venture Capital Guidelines as endorsed by the European Venture Capital Association (EVCA).  The use of such valuation techniques requires the directors to make certain judgements including making assessments of future revenue and earnings of portfolio companies, appropriate multiples to apply, and marketability and other risk discounts and provisions, and hence they are subject to uncertainty. Management believes that in their experience, the last round share price tends to be the most reliable method of calculating these investments, unless there is a major change to the company since that point as there is a proven basis for the share price. The fair value of unquoted investments of the Group at 31 March 2024 was £39,246 (2023: £2,574,938) and of the Parent Company was £39,228 (2023: £2,574,567). The value of investments has reduced significantly in the year mainly due to the sale of Phase Focus Holdings (£2,502,000).

To reflect the potential impact of alternative assumptions and a lack of liquidity in these holdings, a discount has been applied to all Level 3 valuations. Further information regarding the Group's and Parent Company's fair value of unquoted investments is provided in note 10

-     Share-based payments

The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they were granted.  Judgement is required in determining the most appropriate valuation model for a grant of equity instruments depending on the terms and conditions of the grant.  Management are also required to use certain assumptions in determining the most appropriate inputs to the valuation model including expected life of the option, volatility, risk free rate and dividend yield.  The assumptions and models used are fully disclosed in note 19.

 

(h)  Revenue recognition and segmental reporting

The Group earns fee income from the services it provides to its clients and monitoring fees from investee companies. Revenue is recognised at the fair value of the consideration received or receivable, excluding rebates. Fees earned for the provision of an ongoing service are recognised as that service is provided. Deal fees and arrangement fees are earned on individual transactions and related revenue is recognised on completion

 

of the underlying transaction.  The Group receives compensation for its role as fund manager; these fund management fees include fixed fees and performance fees and are recognised as the related services are provided. Monitoring fees are recognised as that service is provided.

Interest income is recognised using the effective interest method. Interest income is interest earned on bank deposit accounts and loan notes and is included within the statement of comprehensive income.

 

Revenue is deferred when it does not meet the revenue recognition policy and is presented as deferred income in the statement of financial position.

An operating segment is a component of the Group that engages in business activity from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with and of the Group's other components. All operating segments' operating results, for which discrete financial information is available, are reviewed regularly by the Group's Board to make decisions about resources to be allocated to the segment and assess its performance.

(i) Taxation                                                                                                                                                                               

The tax expense represents the sum of the tax currently payable.  Current tax is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expenses that are 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 reporting date.

A deferred tax asset or liability shall be recognised for all taxable temporary differences, except to the extent that the deferred tax asset or liability arises from (a) the initial recognition of goodwill, (b) the initial recognition of an asset or liability in a transaction which (i) is not a business

combination and (ii) at the time of the transaction, affects neither accounting profit/(loss) nor taxable profit/(loss) or (c) relates to an investment in subsidiary, except to the extent that (i) the parent is able to control timing of reversal and (ii) it is probable that temporary differences will not

reverse in the foreseeable future.  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.  Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised using tax rates and laws that have been enacted or substantively enacted by the reporting date.

(j) Tangible assets

Tangible fixed assets are stated at cost less depreciation and any provision for impairment.

Depreciation is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives as follows:

 

Furniture, fittings and office equipment                   over three years

 

(k) Financial assets

Financial assets are recognised when the Group becomes party to the contracts that give rise to them and are classified at initial recognition as either financial assets at fair value through profit or loss or loans and receivables. Financial assets are derecognised when the rights to receive cash flows from the asset have expired or the Group has transferred substantially all the risks and rewards of the asset.

-      Impairments       

Investments are tested for indicators of impairment on a regular basis. Where an investment has been deemed to be impaired, that asset is written down accordingly.

-      Investments at fair value through profit or loss         

Investments, which is made up of equity investments, are designated on initial recognition as financial assets at fair value through profit or loss. This measurement basis is consistent with the fact that the Group's performance in respect of its portfolio investments is evaluated on a fair value basis in accordance with an established investment strategy. When investments are recognised initially, they are measured at fair value.

After initial recognition the fair value of listed investments is determined by reference to bid prices at the close of business on the reporting date.

 

Unlisted equity investments are measured at fair value by the directors in compliance with the principles of the International Private Equity and Venture Capital Guidelines, updated and effective December 2015, as recommended by the European Venture Capital Association. The fair value of unlisted equity investments is determined using the most appropriate of the valuation methodologies set out in the guidelines. These include

 

 

using recent arm's length market transactions; reference to the current market value of another instrument, which is substantially the same; earnings or profit multiples; indicative offers; discounted cash flow analysis and pricing models.

Wherever possible the Group uses valuation techniques which make maximum use of observable market based inputs and accordingly the basis of the valuation methodology preferred by the Group is 'price of most recent investment'. Where 'price of most recent investment' is no longer considered to be appropriate, the Group has used valuations based on discounted cash flow method using business forecasts provided by the investee company, revenue multiples of comparable listed companies and comparable transactions.

 

-       Price of recent investment

The Group considers that fair value estimates, which are based entirely on observable market data, will be of greater reliability than those based on assumptions and, accordingly, where there has been any recent investment by third parties, the price of that investment will generally provide

a basis of the valuation. The length of period for which it remains appropriate to use the price of recent investment depends on the specific circumstances of the investment and the stability of the external environment. Given the nature of the Group's investments in early-stage companies, where there are often no current and no short-term future earnings or positive cash flows, it can be difficult to gauge the probability and financial impact of the success or failure of development or research activities and to make reliable cash flow forecasts. Consequently, the most appropriate approach to determine fair value is a methodology that is based on market data, that being the price of a recent investment. Where the Group considers that the price of recent investment, unadjusted, is no longer relevant and there are limited or no comparable companies or transactions from which to infer value, the Group carries out an enhanced assessment based on milestone analysis and/or industry and sector analysis. In applying the milestone analysis approach to investments in companies in early or development stages the Group seeks to determine whether there is an indication of change in fair value based on a consideration of performance against any milestones that were set at the time of the original investment decision, as well as taking into consideration the key market drivers of the investee company and the overall economic environment.

 

Where the Group considers that there is an indication that the fair value has changed, an estimation is made of the required amount of any adjustment from the last price of recent investment. Wherever possible, this adjustment is based on objective data from the investee company and the experience and judgement of the Group. However, any adjustment is, by its very nature, subjective. Where a deterioration in value has occurred, the Group reduces the carrying value of the investment to reflect the estimated decrease. If there is evidence of value creation the

Group may consider increasing the carrying value of the investment; however, in the absence of additional financing rounds or profit generation it can be difficult to determine the value that a purchaser may place on positive developments given the potential outcome and the costs and risks to achieving that outcome and accordingly caution is applied. Factors that the Group considers include, inter alia, technical measures such

as product development phases and patent approvals, financial measures such as cash burn rate and profitability expectations, and market and sales measures such as testing phases, product launches and market introduction.

In the current financial year, where 'price of recent investment' methodology was used to value the business, some investments were considered not to be making significant commercial progress and when a discount was applied to reflect the non-marketability associated with Braveheart's limited control of the business, the resulting valuations were zero.

 

 

-       Other valuation techniques

If there is no readily ascertainable value from following the 'price of recent investment' methodology, or there is objective evidence that a deterioration or significant improvement in fair value has occurred since a relevant transaction, the Group considers alternative methodologies such as discounted cash flows ("DCF"). DCF involves estimating the fair value of a business by calculating the present value of expected future cash flows, based on the most recent forecasts in respect of the underlying business. Given the difficulty of producing reliable cash flow forecasts

 

for early-stage companies as described earlier, this methodology is used only where it is considered there is reasonable evidence of current and ongoing income streams.

 

-       No reliable estimate

Where a fair value cannot be estimated reliably, the investment is reported at the carrying value at the previous reporting date unless there is objective evidence that the investment has since been impaired.

 

-       Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, and comprise trade and other receivables, other financial assets and cash and cash equivalents, all of which are initially recognised at fair value and are subsequently measured at amortised cost using the effective interest rate method. This means that, in cases where repayment of the loan or other receivable is in doubt, due to the commercial performance of the recipient, the value of that loan may be impaired to zero in the accounts.                                             

They are included in current assets, except for maturity greater than 12 months after the end of the reporting period, whereby these are classified as non-current assets. 

-       Trade receivables

Trade receivables are initially recognised at fair value which is normally the invoice value in short term receivables. Thereafter the receivables are carried at amortised cost. Provision is made where there is objective evidence that a balance will not be recovered in full in accordance with the instrument's original terms. An impairment calculation is based on a comparison between the carrying amount and the net present value of expected future cash flows, discounted by the original effective rate. It can be concluded that any provision calculated would not have material impact on the financial statements due to the minimal amount of receivables and a formal policy will be implemented when necessary.

 

-       Cash and cash equivalents

Cash and cash equivalents in the consolidated cashflow comprise cash in hand and short term bank deposits. 

 

(l) Financial liabilities

Financial liabilities, being trade and other payables, are initially recognised at fair value and are subsequently carried at amortised cost.

 

(m) The Company's investment in its subsidiaries

In the Company's accounts, investment in its subsidiary undertakings are stated at cost less any provision for impairment.

 

(n) Equity

Financial instruments issued by the Group are treated as equity if the holders have only a residual interest in the Group's assets after deducting all liabilities. The Group considers its capital to comprise its share capital, share premium, merger reserve and retained earnings.

·      Share premium - amount subscribed for share capital in excess of nominal value, net of directly attributable issue costs;

·      Retained earnings - cumulative net gains and losses recognised in the consolidated statement of comprehensive income net of associated share-based payments credits;

·      Share based payment reserve - amount generated from the award of share options and warranties.

The Group's capital management objectives are:

·      to ensure the Group's ability to continue as a going concern;

·      to ensure a sufficient cash balance is maintained; and

·      to maximise returns to shareholders.

The Group continuously monitors rolling cash flow forecasts to ensure sufficient cash is available for anticipated cash requirements. The Group may issue new shares or realise investments to meet such requirements. To date the Group has negligible borrowings and does not pay a dividend. Investments made by the Group are subject to detailed selection criteria and are monitored carefully by the Board. The group considers that it has appropriately managed its capital requirements during the year.

 

There has been no change in capital management objectives, policies and procedures from the previous year.

 

(o) Share-based payments

The cost of equity-settled transactions with employees is measured by reference to the fair value of the instruments issued at the date at which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award.  Fair value is determined using an appropriate pricing model.  In valuing equity-settled transactions, no account is taken of any vesting conditions, other than conditions linked to the price of the shares of the Company (market conditions).

 

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied.

At each reporting date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and management's best estimate of the achievement or otherwise of non-market conditions and of the number of equity instruments that will ultimately vest or, in the case of an instrument subject to a market condition, be treated as vesting as described above.  The movement in cumulative expense since the previous reporting date is recognised in the statement of comprehensive income, with a corresponding entry in equity.

 

Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or settled award, the cost based on the original award terms continues to be recognised over the original vesting period.  In addition, any expense is recognised over the remainder of the new vesting period for the incremental fair value of any modification, based on the difference between the fair value of the original award and the fair value of the modified award, both as measured on the date of the modification.  No reduction is recognised if this difference is negative.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not yet recognised in the statement of comprehensive income for the award is expensed immediately.  Any compensation paid up to the fair value of the award at the cancellation or settlement date is deducted from equity, with any excess over fair value being treated as an expense in the statement of comprehensive income.

 

 (p) Pensions

The Group makes defined pension contributions to certain employees of the group. The assets of the scheme are held separately from those of the Group in independently administered funds. The Group has no further obligations once the contributions have been paid. The contributions are recognised as employee benefits expenses when they are due.

 

 (q) Foreign currency

Foreign currency exchange gains and losses resulting from the remeasurement of monetary items denominated in foreign currency at the year-end exchange rates are recognised in the statement of comprehensive income. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Foreign exchange gains and losses are presented in the income statement within 'finance income or costs.'

 

(r) Earnings per share

Basic earnings per share is calculated by dividing:

·      the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares;

·      by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares (note 18).

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

·      the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and

·      the weighted average number of additional ordinary shares that would have been outstanding, assuming the conversion of all dilutive potential ordinary shares.

(s) Segmental Reporting

The board only considers there to be one segment in the group and therefore there is no note included for segmental reporting.

 

3 Revenue from contracts with customers

Revenue is attributable to the principal activities of the Group. In 2024 and 2023, all revenue arose within the United Kingdom.

				Group 2024	Group 2023
				£	£
Investment management				40,000	15,000
Monitoring fees				3,600	3,600
Consultancy				17,296	32,302
				60,896	50,902

 

Of the revenue stated above, £20,770 (2023: £32,302) related to The Lachesis Seed Fund Limited Partnership.

The group derives revenue from the transfer of goods and services over time and at a point in time in the following major product lines:

	Investment management		Monitoring fee	Consultancy	Total
2024
Timing of revenue recognition
At a point in time			3,600	-	3,600
Over time	40,000		-	17,296	57,296
	40,000		3,600	17,296	60,896
2023
Timing of revenue recognition
At a point in time			3,600	-	3,600
Over time	15,000		-	32,302	47,302
	15,000		3,600	32,302	50,902

 

 

4 Finance income

			Group	Group
			2024	2023
			£	£
Bank interest receivable			16,896	21,003
			16,896	21,003

 

 

5 Employee benefits expense

		Company 2024	Company 2023	Group 2024	Group 2023
		£	£	£	£
Salaries		427,451	306,481	427,451	306,481
Social security costs		32,018	24,568	32,018	24,568
Pension costs		7,780	5,874	7,780	5,874
Share based payments		126,985	219,223	126,985	219,223
		594,234	556,146	594,234	556,146

 

The average number of persons (including directors) employed by the Group during the year was 5 (2023: 4), all of whom were involved in management and administrative activities. The average number of persons (including directors) employed by the company during the year was 4 (2023: 3) The remuneration of the directors, is set out below in aggregate:

				2024	2023
				£	£
Short-term employee benefits				347,452	299,814
Social security costs				22,232	23,753
				369,684	323,567
Post-employment benefit				5,380	5,674
Share-based payments				126,985	219,223
				502,049	548,464

 

The figures in this note includes social security costs. Further information about the remuneration of individual directors is provided in the Directors' Remuneration Report.

Remuneration to the highest paid director was £148,521 (2023: £135,096). This figure excludes social security costs.