CTEA.L Regulatory News (CTEA)

30 September 2022

Catenae Innovation PLC

("Catenae", the "Company" or the "Group")

Final Results

Catenae Innovation PLC (AIM: CTEA), the AIM quoted provider of digital media and technology, announces its full year audited results for the year ended 30 September 2021.

Financial overview

· The Group made a net loss for the year of £1,246,948 (2020: £769,186). Revenues for the year were £30,210 (2020: £14,948).

· The Group has a statement of financial position at the year-end showing net assets of £381,926 (2020: £502,427).

Operational overview

· Secured an initial contract with the Saxavord Space Port.

· Awarded ISO 27001 after an audit on behalf of the International Standards Organisation (ISO).

· Awarded a Cyber Essentials accreditation.

Posting of Accounts

The Reports and Accounts of Catenae Innovation Plc have been posted to shareholders.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation. The person who arranged for release of this announcement on behalf of the Company was Guy Meyer, Chief Executive Officer of the Company and the Directors of the Company are responsible for the release of this announcement.

For further information please contact:

Notes to Editors:

About Catenae Innovation PLC

Catenae Innovation is an AIM quoted provider of digital media and technology services. Catenae use the power of blockchain to deliver solutions where its people-centric technology enables trust and certainty allowing organisations to gain better control over their operations, manage staff and safely welcome customers.

www.catenaeinnovation.com

Chairman's Statement

Business and performance review

Catenae has had a trading year of mixed fortunes. The business, in the face of the continued pandemic, innovated its technologies and participated in various commercial projects across multiple sectors. We also engaged with the UK government in a consultation process about the proposed Digital Identity Policy which is ongoing.

In January, following an extensive review of the Company's organisational and security processes, the Company was awarded ISO 27001 after an audit on behalf of the International Standards Organisation (ISO). The Company was also awarded a Cyber Essentials accreditation. The Cyber Essentials scheme is operated on behalf of the National Cyber Security Centre (NCSC). In our sector, customers expect software providers to provide data management reassurance which these accreditations do.

During the year, the Company secured an initial contract with the Saxavord Space Port. This has developed into a more substantive and continuing engagement which the Directors anticipate will lead to further business results.

While we acknowledge that the commercial benefits from the acquisition of Hyperneph Software Ltd. have not materialised as promised, the board have taken a robust approach to remedying this.

The Company continued to manage its finances prudently to ensure business continuity, with a subscription in January 2021 that raised £1 million and over the year there were conversions of existing liabilities, issues of warrants and warrant exercises that resulted in a much improved balance sheet.

Finally, I would like to acknowledge our whole team for their commitment and tenacity in pursuing every opportunity to bring new business into the Company.

Board changes

There were no board changes over the year.

Financial Overview

The Company made a net loss for the year of £1,246,948 (2020: £769,186). Revenues for the year were £30,210 (2020: £14,948).

The Company has a statement of financial position at the year-end showing net assets of £381,926 (2020: £502,427).

Working capital and fund raisings

During the year, the Company issued 60,129,236 new ordinary shares for a total gross consideration of £1,192,386 of which £1,119,683 was received in cash and £72,704 to settle liabilities.

Brian Thompson

Chairman

Consolidated statement of comprehensive income for the year ended 30 September 2021

Consolidated Statement of financial position at 30 September 2021

The financial statements were approved by the Board and authorised for issue on 28 September 2022

Consolidated statement of cash flows for the year ended 30 September 2021

During the year £72,704 of trade and other payables and loans were converted into equity in non-cash transactions.

Consolidated statement of changes in equity for the year ended 30 September 2021

The other reserves relate to the merger reserve, share reserve and the capital redemption reserve.

Company statement of financial position at 30 September 2021

Catenae Innovation Plc has taken advantage of s408 of Companies Act 2006 and has not included its own profit and loss account in the financial statements. The Company's loss for the year after tax was £1,269,137 (2020: £769,186).

The financial statements were approved by the Board and authorised for issue on 28 September 2022

Company statement of cash flows for the year ended 30 September 2021

During the year £72,704 of trade and other payables and loans were converted into equity in non-cash transactions.

Company statement of changes in equity for the year ended 30 September 2021

The other reserves relate to the merger reserve, share reserve and the capital redemption reserve.

Notes to the consolidated financial statements for the year ended 30 September 2021

The principal activity of the Group is the provision of multimedia and technology solutions.

Catenae Innovation Plc is incorporated in the United Kingdom with registration number 04689130. Catenae Innovation Plc is domiciled in the United Kingdom and has its registered office at 27 Old Gloucester Street, London WC1N 2AX. The principal place of business for the Company is 26-27 Lansdowne Terrace, Gosforth, Newcastle Upon Tyne, NE3 1HP.

Catenae Innovation Plc is a public limited company, limited by shares and its shares are quoted on the AIM market of the London Stock Exchange.

Catenae Innovation Plc's financial statements are presented in Pounds Sterling.

1. Principal 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 to all the period presented unless otherwise stated.

Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs), International Accounting Standards (IASs) and International Financial Reporting Interpretations Committee (IFRIC) interpretations (collectively 'IFRSs') as adopted for use in the European Union and as issued by the International Accounting Standards Board and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

Basis of preparation and consolidation

The group financial statements consolidate those of the Company and its subsidiaries (together referred to as the "Group"). The Group and separate parent company financial statements have been prepared under the historic cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss.

The Group financial statements consolidate those of the Company and of its subsidiary undertakings drawn up to 30 September 2021. Subsidiaries are entities over which the Group has the power to control the financial and operating policies so as to obtain benefits from its activities. The Group obtains and exercises control through voting rights.

Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. The trading results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate.

All intra-Group transactions, balances, income and expenditure are eliminated on consolidation.

Going concern

The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chairman's statement and below. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the financial statements. In addition, note 18 to the financial statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and exposures to credit risk and liquidity risk.

The net asset position as at 30 September 2021, being the Group's financial year-end, was £381,926. Subsequent to the reporting date, the Board has been able to agree additional funding in the form of a convertible loan for £250,000 from Sanderson Capital Partners Ltd.

The Directors note that the World Health Organisation declared a pandemic relating to COVID-19 on 11 March 2020, and social distancing measures were introduced in the UK during March 2020. The Directors have assessed the impact of incorporating additional COVID-19 risk factors in the Going Concern assessment over a period of 18 months after the signing of these financial statements.

Key assumptions considered by management when assessing going concern include adjusting management best estimate of forecasted performance for factors including the length and extent of current lockdown restrictions ease and utilisation of relevant government support schemes. These have been estimated for their respective impacts on the Group's revenues, fixed and variable cost and resultant expected cash flow requirements.

The Group's forecasts and projections, taking into account reasonable estimate of a possible downturn in trading performance arising from the COVID-19 outbreak, show that the Group has sufficient financial resources for the going concern period. The Group does not believe that the COVID-19 outbreak represents a material uncertainty about the entity's ability to continue as a going concern. Accordingly, the Directors have adopted the going concern basis in preparing these consolidated financial statements.

Revenue recognition

The Group provides software licencing and support services.

The weighting of these and pricing of these services (which drives the revenue recognition) depends on the service level required by the client, and on the commercial imperatives and pricing sensitivities of the client.

The contractual performance obligations will typically be embedded in an agreement with the client.

Where that agreement is detailed, the revenue recognition will follow the allocation of fees and revenues against the completion of the agreed performance milestones in the accounting period.

Where the agreement is not specific, the revenue recognition will be in proportion to the completion of performance milestones in the relevant accounting period against the internal costings prepared in advance for each project.

(i) Software licencing contracts

Revenue from software licencing contracts is recognised when the customer takes possession of and accepts the software licence products which is the point in time when the customer has the ability to direct the use of the product and obtain substantially all of the benefits of the products.

(ii) Ongoing support and maintenance contracts

Revenue from ongoing support and maintenance contracts is recognised over the contractual term when the customer simultaneously receives and consumes the benefits provided by the Group's performance, as the Group performs. The Group recognises contract liabilities for any revenue not yet provided to the customer as of the year end.

Research and development

Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally generated intangible asset arising from the Group's development activity is recognised only if all the following conditions are met:

• an asset is created that can be identified (such as a website);

• it is probable that the asset created will generate future economic benefits: and,

• the development cost of the asset can be measured reliably.

Internally-generated intangible assets are amortised on a straight-line basis over their useful lives. Where no internally-generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in which it is incurred.

Intangible assets

Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their estimated useful economic lives. The amortisation expense is included within the other administrative expenses line of the statement of comprehensive income.

Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights.

Business combinations and goodwill

The Group accounts for business combinations using the acquisition method when control is transferred to the Group.. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in the consolidated statement of profit or loss as incurred. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in consolidated statement of profit or loss immediately.

Property, plant and equipment

Plant, machinery, fixtures and fittings are stated at historical cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the reducing balance method, on the following bases:

Plant and machinery - 20 per cent per annum

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Impairment of non-current assets

For the purposes of assessing impairment, assets are grouped into separately identifiable cash-generating units. At the end of each reporting period, the Group reviews the carrying amounts of its non-current assets, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

An impairment loss is recognised for the amount by which the assets or cash-generating unit's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value less costs to sell and value in use based on an internal discounted cash flow evaluation.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and on demand deposits.

Deferred taxation

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.

Investments

Investments in subsidiaries, associates and joint ventures are stated cost and reviewed for impairment if there are indicators that the carrying value may not be recoverable. An impairment loss is recognised to the extent that the carrying amount cannot be recovered either by selling the asset or by continuing to hold the asset and benefitting from the net present value of the future cash flows of the investment. The Group has not elected to apply equity method of accounting to investments in associates.

Equity

Equity comprises the following:

• Share capital represents the nominal value of issued ordinary shares and deferred shares.

• Share premium represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue.

• Shares to be issued reserve represents cash received for the purchase of shares yet to be issued at the period end and for creditors who have agreed to convert their debt to shares yet to be issued at the period end.

• Merger reserve represents the excess over nominal value of the fair value of consideration received for equity shares issued on acquisition of subsidiaries, net of expenses of the share issue.

• Share reserve represents shares held in treasury at nominal value following the conclusion of the defaulting shares from October 2016.

• Capital redemption reserve represents the nominal value of shares repurchased by the Company.

• Retained earnings represent retained profits and losses.

• Non-controlling interest relates to the ownership interest and accumulated comprehensive income of the minority shareholders in the Group's subsidiaries.

Equity instruments

Equity instruments issued by the Company are recorded as the proceeds received, net of direct costs.

For trade receivables and other receivables due in less than 12 months, the Group applies the simplified approach in calculating Expected Credit Losses ("ECL's"), as permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset's lifetime ECL at each reporting date. For any other financial assets carried at amortised cost (which are due in more than 12 months), the ECL is based on the 12-month ECL. The 12-month ECL is the proportion of lifetime ECLs that results from default events on a financial instrument that are possible within 12 months after the reporting date. However, when there has been a significant increase in credit risk since origination, the allowance will be based on the lifetime ECL. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment including forward-looking information.

Financial liabilities are recognised when, and only when, the Group becomes a party to the contracts which give rise to them and are classified as financial liabilities at fair value through the profit and loss or loans and payables as appropriate. The Group's loans and payable comprise trade and other payables.

When financial liabilities are recognised initially, they are measured at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method other than those categorised as fair value through income statement. 

Fair value through the income statement category comprises financial liabilities that are either held for trading or are designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are also classified as held for trading unless they are designated as hedges. There were no financial liabilities classified under this category.

The Group determines the classification of its financial liabilities at initial recognition and re-evaluate the designation at each financial year end.

A financial liability is de-recognised when the obligation under the liability is discharged, cancelled or expires.

When an existing financial liability is replaced by another from the same party on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the income statement.

Share-based payments

When share options and warrants are awarded, the fair value of the options and warrants at the date of grant is charged to the statement of comprehensive income over the vesting period. Non-market conditions are taken into account by adjusting the number of equity instruments expected to vest at each end of reporting period, so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options and warrants that eventually vest.

Market conditions are factored into the fair value of the options and warrants granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Where the terms and conditions of options and warrants are modified before they vest, the increase in fair value of the options and warrants, measured immediately before and after the modification, is also charged to the statement of comprehensive income over the remaining vesting period.

Where equity instruments are granted to persons other than employees, the full cost of services provided is recognised as a current liability and as a charge in the statement of comprehensive income. When shares are issued to settle the obligation, the liability is extinguished and the share issue is reflected in equity as an issue of share capital.

Upon exercise of share options and warrants, the proceeds received net of attributable transaction costs are credited to share capital, and where appropriate share premium.

New and amended Standards and Interpretations adopted by the Group

There were no new standards and interpretations to published standards adopted during the year which have had a significant impact on the Group's accounting policies.

New and amended Standards and Interpretations issued but not effective for the financial year beginning 1 October 2020

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

IFRS 17 "Insurance Contracts", effective date 1 January 2023 applies a model that combines a current balance sheet measurement of insurance contracts with recognition of profit over the period that services are provided.

IAS 37 "Onerous contracts", effective 1 January 2022 relates to costs of fulfilling a contract.

The impact of the above standards on the financial statements is expected to be insignificant. The effect of all other new and amended Standards and Interpretations which are in issue but not yet mandatorily effective is not expected to be material. The Directors will continue to monitor the effect of this and should the effect become material, more detailed notes will be provided.

2. Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the date of the financial statements. If in the future such estimates and assumptions, which are based on management's best judgement at the date of the financial statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the year in which the circumstances change.

Where necessary, the comparatives have been reclassified or extended from the previously reported results to take into account presentational changes.

Critical judgements and estimates in applying the Group's accounting policies

In the process of applying the Group's accounting policies, which are described in note 1, management has made the following judgements and estimates that have the most significant effect on the amounts recognised in the financial statements (apart from those involving estimations, which are dealt with below).

Judgements

Management have considered that the Group remains a going concern. The going concern assumption is discussed further in note 1.

Estimates

There are not deemed to be any key sources of estimation of uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

3. Segment and revenue analysis

The accounting policy for identifying segments is based on the internal management reporting information that is regularly reviewed by the senior management team.

The Group has one reportable segment:

Catenae and Hyperneph Software Ltd -generates revenue from the exploitation of intellectual property and licenses held.

The financials for this segment can be seen in the financial statements in this document.

The Group derives revenue from the transfer of services over time and at a point in time to customers all located in the UK.

4. Joint venture - Trust in Media

In March 2018, the Group formed a joint venture to create Trust in Media. Catenae held 50.5% of the shares in Trust in Media.

The company entered compulsory liquidation on 29 July 2020 when the official receiver was appointed.

The official receiver completed the winding-up on 13 September 2021 without any claim on the Group and Trust in Media Ltd was dissolved on 20 December 2021.

5. Administrative expenses

6. Directors and staff

Staff costs during the year, including Directors, were as follows:

The average number of staff of the Group during the year was as follows:

The amounts paid and accrued as a liability by the Company in respect of the Directors, who are the key management personnel of the Company was as follows:

Details of the total amounts outstanding to the Directors at the period end are detailed in note 16.

7. Net finance expenses

8. Discontinued operations

There were no discontinued operations during the year.

9. Tax on loss

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the UK applied to profits for the year are as follows:

Deferred tax assets of approximately £2.8m (2020: £2.7m) have not been recognised in the financial statements as there is currently insufficient evidence to suggest that any deferred tax asset would be recoverable. The Group has unutilised tax losses of approximately £14.8m (2020: £13.9m) that would be available to carry forward against future profits from the same activity, subject to agreement by HM Revenue & Customs.

10. Dividend

No dividends have been paid or proposed in the year (2020: £nil).

11. Loss per share

The calculation of the basic loss per share is based on the loss attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year. The calculation of diluted loss per share is based on the basic loss per share, adjusted to allow for the issue of shares and the post tax effect of dividends and interest, on the assumed conversion of all other dilutive options and other potential ordinary shares.

There were 164,444 share options and 70,022,695 share warrants outstanding at the year-end (2020: 1,621,911 and 46,154,769 ). However, the figures for 2021 and 2020 have not been adjusted to reflect conversion of these share options, as the effects would be anti- dilutive.

12. Property, plant and equipment

13. Intangible assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. The assets have been allocated for impairment testing purposes to the individual businesses acquired which are also the cash‐generating units ("CGU") identified. The recoverable amount of a CGU is determined based on value in use calculations using cash flow projections based on financial budgets approved by the Directors. The projections are based on the assumption that the Company can realise projected sales. A prudent approach has been applied with no residual value being factored into these calculations. If the projected sales do not materialise there is a risk that the total value of the intangible assets shown above would be impaired.

Goodwill is assessed annually for impairment. At the period end based on these assumptions there is an indication of impairment of the full value of goodwill.

On 4 May 2021 the Group entered into an agreement to purchase 51% of the equity interests of Hyperneph Software Ltd. Refer to Note 27 for further details of the acquisition.

There is no consideration allocated to the fair value of the net identifiable assets and liabilities acquired resulting in goodwill of £318,629 for intangible assets that do not qualify for separate recognition. The goodwill includes customer loyalty, staff know how, reputation and relationships with contractors and suppliers. The goodwill has not currently been treated as being expected to be tax deductible.

Acquisition-related costs were £35,025 and were recognised as expenses in the period within administrative expenses.

The amount of the non-controlling interest in the acquiree recognised at the acquisition date was £1,317 and was measured using the 'proportionate interest method'.

£5,208 of revenue and £35,778 losses of the acquiree (net of intercompany eliminations) since the acquisition date have been included in the consolidated statement of income for the period.

It is not possible to calculate the combined entity's revenue and loss if the acquisition had occurred at the start of the period due to the acquiree's long period of accounts which straddled the Group's prior year end.

14. Investments in subsidiaries

Company

The value of shares in investments are tested annually for impairment.

Synovate Global Ltd was dissolved on 7 June 2022.

15. Trade and other receivables

Group and Company

Trade receivable days at the year-end were 133 days (2020: 105 days). No interest is charged on receivables within the agreed credit terms. Thereafter, interest may be charged.

An allowance for impairment is made where there is an identified event which, based on previous experience, is evidence of a reduction in the recoverability of the outstanding amount. The Group provides, in full, for any debts it believes have become non- recoverable. The figures shown above are after deducting specific provision for bad and doubtful debts of £nil (2020: £nil). No amounts included within trade and other receivables are expected to be recovered in more than one year (2020: £nil).

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable set out above. The carrying value at the year-end for each class of assets is deemed by the Directors to be the same as the fair value.

The ageing of trade receivables that have not been impaired are:

16. Trade and other payables

Group

Included in accruals and deferred income are amounts of £6,500 (2020: £34,250) relating to unpaid contingent remuneration to the Directors in office at the year-end. This has been accrued in accordance with the payments agreed between the Group and Directors.

Included in contract liabilities there is £12,000 (2020: £6,250), which relates to the residual proportion of annual fees remaining at the year-end.

Company

Included in accruals and deferred income are amounts of £6,500 (2020: £34,250) relating to unpaid contingent remuneration to the Directors in office at the year-end. This has been accrued in accordance with the payments agreed between the Company and Directors.

Included in contract liabilities there is £6,250 (2020: £6,250), which relates to the residual proportion of annual fees remaining at the year-end.

17. Interest bearing loans and borrowings

Group and Company

The loan £18,000 was a Bounce Back Loan and was due to be repaid over 6 years with interest at 2.5% per year, with the repayments and interest commencing 1 year after draw down. However, the loan was repaid in full in May 2021 without any interest accruing.

18. Financial instruments and risk management

Financial risk factors

The Group's financial instruments comprise cash, including short-term deposits, trade and other receivables, short-term loan financing and trade and other payables that arise directly from its operations. The main risks arising from the Group's financial instruments are liquidity risk, credit risk and interest rate risk. The Board has reviewed and agreed policies for managing each of these risks and they are summarised below. The Group has no financial assets other than trade receivables and cash at bank. The statement of financial position values for the financial assets and liabilities are not materially different from their fair values.

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. The Group policy is to ensure there are sufficient cash reserves to meet liabilities during such periods. These are incorporated into rolling twelve-month Group cash flow forecasts, which are reviewed by the Board monthly.

Short-term flexibility is provided through the availability of cash facilities. Long-term funding is secured through issues of share capital and loans.

The Group's principal financial assets are bank balances, cash and trade and other receivables. The Group's credit risk is primarily attributable to its trade receivables. As far as possible, the Group operates to ensure that the payment terms of customers are matched to the Group's own contractual obligations on development.

The Group does not operate in overseas markets and is not subject to exposures on transactions undertaken during the year. The Group's exposure to exchange rate fluctuations is therefore not significant.

The capital structure of the Group consists of a loan and the shareholders' equity, comprising issued share capital and reserves. The capital structure of the Group is reviewed on an on-going basis with reference to the costs applicable to each element of capital, future requirements of the Group, flexibility of capital to be drawn down and availability of further capital should it be required.

The Group had no loan liabilities at the year-end (2020: £18,000).

Group

Company

Interest rate and liquidity risk

The Group's financial liabilities represented trade and other payables at the year-end. No interest was payable on the balances outstanding as at the year end. The Group's working capital commitments are reviewed on an on-going basis with reference to the dates when liabilities are to be repaid.

19. Share capital

On 23 December 2019 the 3,223,601,700 ordinary shares of 0.1p each were subdivided into 32,236,017 ordinary shares of 0.2p each and 32,236,017 deferred shares of 9.8p each.

The aggregate nominal value of the deferred shares is £3,159,130.

20. Share warrants

At 30 September 2021, the Company had the following equity settled warrants in issue (the number of warrants and exercise prices have been adjusted for the reorganisation of the Company's shares into ordinary and deferred shares during the year):

On 27 January 2021, the Company issued warrants to placing investors and conversion over a total of 26,200,000 ordinary shares at an exercise price of 3p which may be exercised up to two years from the date of issue. In addition, warrants over 2,500,000 shares were issued at 2p which may be exercised up to 3 years. On 8 April 2021, 2,000,000 warrants were issued at 2.5p which may be exercised up to 2 years.

The fair value of the share warrants issued as share based payments was estimated at the date of grant using the Monte-Carlo model for those with the performance conditions and the Black Scholes model for those without performance conditions, taking into account the terms and conditions upon which they were granted. The following tables list the inputs to the model used for the valuations of share warrants.

The warrants granted in year ended 30 September 2021 related to subscription and conversion warrants issued alongside certain shares issued during the year.

The total fair value of the warrants granted in the period was approximately £2,000 (2020: £nil) but has not been deemed to be material and so has not been recognised . The net charge recognised in the statement of comprehensive income for share warrants was £nil (2020: £nil).

21. Capital commitments

There were no capital commitments as of 30 September 2021 or 30 September 2020.

22. Share-based payment

On 15 August 2011, the Company granted to the Directors and other individuals options over a total of 19,500,000 ordinary shares of 0.1p each, at a price of 1 penny per share as disclosed in the announcement dated 16 August 2011. Half of the options vest once the closing mid-market share price of the Company has been more than or equal to 2 pence for a period of 15 consecutive business days. The remainder vest once the closing mid- market share price of the Company has been more than or equal to 3 pence for a period of 15 consecutive days. The options are exercisable on or following the first anniversary of the date of issue and will lapse on the tenth anniversary of the date of issue. Options issued to non-Director employees under the EMI scheme lapse on cessation of employment. Since the issue date 7,500,000 options have lapsed.

On 13 December 2012, the Company granted to various individuals options over a total of 7,695,000 ordinary shares of 0.1p each at a price of 1.5 pence per share as disclosed in the announcement dated 14 December 2012. Half of the options vest once the closing mid- market share price of the Company has been more than or equal to 2 pence for a period of 15 consecutive business days. The remainder vest once the closing mid-market share price of the Company has been more than or equal to 3 pence for a period of 15 consecutive days. The options are exercisable on or following the first anniversary of the date of issue and will lapse on the tenth anniversary of the date of issue. Options issued to employees under the EMI scheme lapse on cessation of employment. Since the issue date 5,695,000 options have lapsed.

On 27 March 2015, the Company granted to the Directors and other individuals options over a total of 85,787,000 ordinary shares of 0.1p each at a price of 1 penny per share as disclosed in the announcement dated 22 December 2014. Half of the options vest once the closing mid-market share price of the Company has been more than or equal to 2 pence for a period of 15 consecutive business days. The remainder vest once the closing mid- market share price of the Company has been more than or equal to 3 pence for a period of 15 consecutive days. The options are exercisable on or following the first anniversary of the date of issue and will lapse on the tenth anniversary of the date of issue. Options issued to non-Director employees under the EMI scheme lapse on cessation of employment. Since the issue date 19,190,000 options have lapsed.

On 23 August 2016, the Company granted to the Directors and other individuals options over a total of 78,260,782 ordinary shares of 0.1p each at a price of 0.1 pence per share as disclosed in the announcement dated 23 August 2016. The options will lapse on the tenth anniversary of the date of issue. On 23 August 2016, the Company also granted to a Director options over a total of 3,333,334 ordinary shares of 0.1p each, half of the options at a price of 1.25 pence per share and the remainder at 1.75 pence per share. The options vest once the closing mid-market share price of the Company has been more than 2.5 pence for a period of 5 consecutive business days. The options will lapse on the fifth anniversary of the date of issue.

Details of the Options are as follows:

At 30 September 2021, no options were exercisable due to the mid-market share price of the Company in the period (30 September 2020: nil). At this date, the weighted average contractual life of the outstanding options was 0.1 years (30 September 2020: 1.1 years).

There were no share options exercised during the year (2020: nil).

The fair value of the share options was estimated at the date of the grant using either the Monte-Carlo model (where market conditions existed) or the Black-Scholes model, taking into account the terms and conditions upon which they were granted.

The following table lists the inputs to the model used for the valuations of share options:

The expected volatility was based on historic volatility and reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome. No other features of the options were incorporated into the measurement of fair value, and non-market conditions have not been included in calculating the fair value. The total fair value of the options granted in the period was £nil (2020: £nil). The amount debited to the statement of comprehensive income for share options was £nil (2020: £nil). The combined total fair value of the options and warrants granted in the period was £nil (2020: £nil) and the combined amount debited to the statement of comprehensive income was £nil (2020: £nil).

23. Transactions with Directors and other related parties

As stated in note 16 to the accounts a total of £6,500 (2020: £34,250) is due to certain Directors as unpaid remuneration.

During the prior year, Brian Thompson provided loans to the Group, both before and after his appointment as a director. These loans were fully repaid by the end of the year.