SJH.L Regulatory News (SJH)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

St James House plc

Final Results and Audited Annual Report and Accounts for the Year to 31 January 2020

("SJH" the "Group" or the "Company")

23 March 2021

Final Results

The Board of Directors of SJH is pleased to announce the publication of the audited annual report and accounts for the year to 31 January 2020 (the "Annual Report").

The Annual Report will be published on the Company's website in compliance with its articles of association and the electronic communications provisions of the Companies Act 2006. A copy of the Annual Report can also be accessed through the link below.

Annual Report http://www.rns-pdf.londonstockexchange.com/rns/2461T_1-2021-3-23.pdf

Key extracts from the Annual Report can also be viewed below.

The Company's ordinary shares of 1 pence each will remain suspended from trading on AIM until the financial statements for the six month period to 31 July 2020 are published, which is expected to be tomorrow.

Graeme Paton, the Group CEO commented, "The last year has been a difficult one for the Company, but we have also seen significant progress with the launch of the St Frances House legal services business and the consolidation of our payment activities within the St Danial House business."

For further information, contact:

Chairman's Statement and Strategic Report

The principal activities of St James House plc ('SJH' or the 'Company' or the 'Group') during the year were that of provision of payment processing products and services and lottery administrators and, since the year end, the provision of legal services.

During the year to 31 January 2020 and following the year end a number of organisational and structural changes were made to the business in order to deliver future revenue growth which are set out below together with a detailed financial review.

On 31 October 2019 the company announced that progress was below projections and that certain remedial measures were taken to improve performance. The Company further announced that, although there were operational improvements in performance, working capital was constrained and the pattern of operational performance improvements continued into 2020 as described in the trading statements.

As can be seen in these financial statements, the financial performance of the business has been significantly adversely affected by the various restructurings required to deliver increased operational performance as well as a number of law suits which has diluted the capacity to achieve SJH's short term goals.

Subsequent to the year end there have been a number of trading statements published following the delisting as a result of the late filing of these accounts which can be found on the Company's website www.sjhplc.com.

Summary and key performance indicators

Financial key performance indicators ("KPIs")

KPIs provide an illustration of management's ability to successfully deliver against SJH's strategic objectives. The Board periodically reviews the KPIs of the Group taking into account its strategic objectives and the challenges facing implementation of such. The KPIs reflect the Group's development-focused strategy, the importance of a positive cash position and its underlying commitment to ensuring safe operations. These KPIs can be categorised into operational and financial. These include, but are not limited to:

• Revenue

• Gross profit

• Normalised EBITDA

• Profit before taxation

SJH's Board review these indicators once a month. Explanations are sought and given for any material variances and management are required to provide plans to resolve any performance failures as they occur during the year.

As the business grows and increases its expenditure on internally generated and externally purchased tangible and intangible assets, resulting in increased depreciation and amortisation, the business has moved to measuring performance using Normalised EBITDA as it provides a better measurement of underlying operational performance.

Normalised EBITDA is defined as profit before tax, net finance costs, depreciation and amortisation as adjusted for any exceptional or non-recurring items.

Financial summary

In summary, for the year to 31 January 2020 the Group performance was as follows: 

Payment services

The Payments Division has made significant progress in 2020 and has launched new FX and Multi-Currency accounts. It has also delivered further improvements to its payment card processing service. To build on this the payments division has operated under the single brand of St Daniel House since November 2019 to enhance its presence in this sector.

Payments processing income during the year to 31 January 2020 was £298,000 (2019: £471,000), with the reduction resulting from the time taken to develop the products, services and infrastructure required to deliver a full suite of financial products through Market Access Limited as described below. It recorded a loss of £2,902,000 for the year (2019: £979,000).

Having established Market Access Limited in 2018 the company was able to take advantage of an opportunity to purchase a prepaid card specialist ANother Ops Limited ('AOL') in May 2019 for a nominal amount to further develop the Company's payment services offering.

The acquisition was for 100 percent of the issued share capital of AOL, comprising 350,000 ordinary shares of £1.00 each, of which £210,000 is currently unpaid. The consideration was £5.00. AOL had an existing trading relationship with the Group and had net liabilities to the Group of around £140,000 as at the date of the acquisition (see note 15 for more financial details).

AOL had principally been engaged in product and service development since incorporation in 2017. The Group has successfully integrated card issuing technology to complement the other payment services offered by the Company's existing payment services infrastructure. AOL became part of the Group's Payments Division and it was the intention to utilise the "ANother" brand for the Group's retail payments offering, while the Group's existing Market Access business focussed on the business and institutional markets. Subsequently to this, and as part of the strategy to unify operations within the single business and brand of St Daniel House, the "ANother" brand is no longer used.

Throughout 2020 the payments division has continued to revise and improve its technological capabilities and service offerings but has also suffered from some delays in card activations as clients deferred rollout of card programmes introduced as part of the acquisition described above. It has successfully deployed a complete suite of products including GBP and multi-currency accounts, card issuing and card payment processing as well as foreign exchange and cross border payments.

The group has also established new services offered through the entity St Daniel House. This means that the Company now has a full range of card and payment services designed to meet the needs of individuals and businesses. Prepaid card programmes are being rolled out on behalf of clients with and will significantly increase the number of cards in issue in 2021. Each activated card is expected to generate revenue between £3 and £5 per month. Merchants Services has seen some challenges in meeting potential clients due to travel restrictions in the UK however the opportunity was taken to bring about technology improvements including online applications, screening and reviews to reflect the new circumstances of overcome the specific challenges dealing with remote clients and is set for significant growth throughout 2021, both prepaid and merchant services generate foreign exchange business, further supporting the Company's strategy moving forward.

On 28 Feb 2020 the Board disposed of Market Access Ops Limited ("MAO") to MDC Nominees Limited ("MDC") as part of the Group's restructuring strategy at the time. MAO, which was established in early 2018 failed to develop as the Board at the time had hoped, and in particular it became apparent that much of the business was of the "non-conforming" type of customer that was prevalent in the Emex business that had been sold to MDC in July 2018.

The Group has established a new subsidiary, St. Daniel House Ltd, which is approved as an EMD Agent by the Financial Conduct Authority. The Board therefore decided to transfer any conforming business to AOL and St. Daniel House Ltd and sell MAO to MDC for £1.00. The consideration for the purchase of Emex by MDC (see announcement dated 12 July 2018) was a £2m loan note secured on the assets of MDC and to be repaid by a sinking fund from the cashflow generated by those assets; MAO will become part of this structure. The Board took the view that the majority of MAO's business had become a distraction of management time and better fits with MDC's business. While the consideration is nominal, the sale of MAO will have a modest positive impact on both the trading performance and balance sheet of the Group and should also help accelerate progress on repayment under the sinking fund.

Lottery management services

Prize Provision Services Limited ("PPSL") is licensed by the Gambling Commission as an External Lottery Manager ("ELM") to provide administration services to charities, societies, and sports clubs in Great Britain. It administers all aspects required to run a lottery including draws, prizes, player accounts, financial and data management and related regulatory and administrative tasks. PPSL provides services to over 770 societies ranging from local grass-roots sports teams to large national membership organisations.

PPSL enjoyed a positive year with growth of existing activities, the addition of well-known clients and product launches. A new scratch card product was launched in Q1 2019 with Bolton based charity Families and Babies the first client. Lincoln City F.C.'s academy launched the Imps Lottery to raise money for the club's academy in Q1 2019 and Unite the Union's Unite2Win lottery grew quickly during the year.The Imps Lottery and Unite2Win were the first examples of client branded lotteries which PPSL hopes to grow alongside its Weather Lottery and Sports Club Lottery umbrella brands.

Once again lottery fundraising has proven itself to be one of the most reliable and robust forms of fundraising, a fact which will be utilised as PPSL focusses on client and player acquisition over the coming year. 

In summary the Lottery Management business saw revenue rise from £467,000 to £691,000 and a loss of £1,000 for the year ended 31 Jan 2020 (2019: Loss of £56,000).

On 8 March 2019, the Board of Directors of St James House plc announced it had agreed terms, subject to contract, to establish a new lottery joint venture in Malta. The Company's partner in this joint venture is ZeU Crypto Networks Limited ("ZeU"), a wholly owned subsidiary of St-Georges Eco-Mining Corp. of Montreal, Canada ("SGEM"), whose shares are quoted on the Canadian Securities Exchange (The "Lottery JV"). There has been no further activity with this business segment to date because of operational delays outside of the Company's control. Further details are included in note 29 (Related Party transactions).

Legal services

The development of the legal claims business in Liverpool which commenced in July 2020 has developed apace with investment in increasing numbers of cases on a monthly basis. It is expected that the case load which is still largely personal injury claims based will broaden to include the more complex and higher profit yielding sectors, for example, mis-sold mortgages and breach of GDPR claims. It is anticipated the performance will meet the projections in the coming year.

Group and head office

Unallocated central costs comprised £1,381,000 (Year to Jan 2019: £1,774,000). The reduction is a result of cost reductions made during the year, such as relocating the registered and head office to Gainsborough House, Thames Street, Windsor, significantly reducing office costs,

Board changes

With effect from 1 February 2019, Andrew Flitcroft stepped down from the Board but continues in the role of Company Secretary for the Group.

Clive Hyman (Non-Executive Director) and Tim Razzall (Executive Chairman) did not seek re-election at the Annual General Meeting for the year to 31 January 2019, which was held on 31 July 2019.

On the 31st July 2019 the Company welcomed Roger Matthews and Kathy Cox to the Board.

On 4th September 2019 Jacques Leuba joined the Board but subsequently resigned on 28th August 2020.

In November 2019 Cath McCormick, Finance Director, left the company to take up a new senior position in the Third Sector.

On 30 September 2020 Daniel Pym joined the Board as Finance Director.

Funding

Issue of equity, share restructure and changes in options during the year

On 14 February 2019 (admitted to trade on AIM with effect from 21 February 2019) new shares totalling 200,000,230 Ordinary Shares of 0.1p each were issued (the "Fee Shares") in settlement of amounts owed. Full details are included on note 29 (Related parties).

On 15th February 2019 the Board proposed to shareholders a sub-division of each share and a subsequent consolidation at a ratio of 1:1000 which was approved by the Board on 4 March 2019. Each Ordinary Share of the Company was sub-divided into one new ordinary share of 0.001 pence each ("Interim Ordinary Shares") and one deferred share of 0.099 pence each ("Deferred Shares"), followed by a consolidation of every 1,000 Interim Ordinary Shares into one consolidated new ordinary share of 1 pence each ("New Ordinary Shares"). Therefore, the existing 3,115,830,000 Ordinary Shares became 3,115,830 New Ordinary Shares and 3,115,830,000 Deferred Shares (the "Restructuring"). Fractional entitlements arising from the Restructuring were aggregated and sold in the market for the benefit of the Company.

The outstanding options over 60,000,000 Ordinary Shares exercisable at 0.1 pence per Ordinary Share (as announced 24 April 2018), all held by Board members, will be adjusted for the Restructuring to become options over 60,000 New Ordinary Shares, exercisable at 100 pence per share. The life of the options remains unchanged at 5 years from 23 April 2018.

During the year 20,000,000 share options, which had been granted to each of Clive Hyman and Cath McCormick at an exercise price of 0.1 pence per share, lapsed following the expiry of 12 months after those option holders ceased to be employees of any constituent company of the Group.

Post balance sheet events

On 31 January 2020 the Company announced that it had entered into a binding agreement for the subscription for 1,666,667 ordinary shares of 1p each in the capital of the Company ("Ordinary Shares") at a price of 30 pence per Ordinary Share (the "Transaction Price") to raise a total of £500,000 (the "Subscription"). The Subscription was to be made by Auxilum Investere SJ Ltd, a UK company controlled by Michael and Linda Peters ("AIS") that had been established for this purpose. At the same time the Company confirmed its intention to settle £237,500 of outstanding liabilities through an issue of a further 791,667 Ordinary Shares at the Transaction Price (the "Capitalisation Shares").

On 12 March 2020 the Company issued a statement informing shareholders that payment of cleared funds for the Subscription had been requested but they had not been received. The Company entered into a discussion with Mr Peters, the sole director of AIS, to rectify the situation. Mr Peters had provided personal surety for the monies due and the Company's management was confident that the funds would be received.

In May it became clear that AIS was unlikely to deliver and the company prepared to make alternative arrangements.

On 30 June 2020 the company announced that, in order to replace the proposed investment from AIS, it had entered into an agreement with a number of individuals including existing shareholders to enter into an unsecured convertible loan note for a total amount of £415,000 to improve the working capital position of the Company (see note 29 for further details).

Principal risks and uncertainties facing the Group

There are several potential risks and uncertainties that could have a material impact on the Group's long-term performance, and the Group takes a proactive approach to risk management.

Management and employees

The nature of the Group and its business model creates reliance upon retaining and incentivising its senior management and certain key employees, whose expertise will be important to the performance of the Group going forward. The Directors have endeavoured to ensure that the principal members of its management team are suitably incentivised, but the retention of such staff cannot be guaranteed.

The Group may need to recruit additional senior management and other staff to further develop its business. There can be no guarantee that such individuals will be recruited in the Group's preferred timetable or at the cost levels anticipated by the Group. Competition for staff is strong and therefore the Group may find it difficult to retain key management and staff. The loss of key personnel and the inability to recruit further key personnel could have a material adverse effect on the future of the Group through the impairment of the day-to-day running of the businesses and the inability to maintain existing client relationships.

Economic risk

Demand for the Group's services may be significantly affected by the general level of economic activity and economic conditions in the regions and sectors in which the Group operates. Therefore, a continuation of the challenging economic environment, especially in regions or sectors where the Group's operations are focused, could have a material adverse effect on the Group's business and financial results.

Financial risk

The Group's financial risk management strategy is based on sound economic objectives and corporate practices. The main financial risks concern the availability of funds to meet obligations as they arise (liquidity risk) and fluctuations in exchange rates (exchange rate risk).

Competition

The Group is engaged in business activities where there are a number of competitors. Many of these competitors are larger than the relevant businesses carried on by the Group and have access to greater funds than the Group, which will potentially enable them to gain market share at the expense of the Group.

Acquisitions

The Directors cannot discount circumstances where an acquisition would support the Group's business strategy. However, there is no guarantee that the Group will successfully be able to identify, attract and complete suitable acquisitions or that the acquired business will perform in line with expectations.

Funding and working capital

Maintaining a sufficient level of working capital is essential to enable the Group to meet its foreseeable obligations and achieve its strategy. Failure to manage working capital or to collect receivables such as amounts due from Phillite D UK Limited of £840,000 in a timely manner could impact upon the ability of the Group to grow.

Management of growth

The ability of the Group to implement its strategy in an expanding market requires effective planning and management control systems. The Group's growth plans may place a significant strain on its management, operational, financial and personnel resources. The Group's future growth and prospects will, therefore, depend on its ability to manage the growth and to continue to expand and improve operational, financial and management information and quality control systems on a timely basis, whilst at the same time maintaining effective cost controls. Any failure to expand and improve operational, financial and management information and quality control systems in line with the Group's growth could have a material adverse effect on its business, financial condition and results of operations.

Market developments

Any failure to expand the Group's service offering in response to customer demand and/or industry developments may have an adverse effect on the Group's financial performance and prospects.

Reliance on partners

Much of the Group's business is dependent on partners (acquiring banks, charities, clubs, etc.). Changes in key relationships with those partners, change of strategic direction by partner organisations, changes in the viability of partner-owned technology, economic and other business circumstances could all have an adverse effect on the financial performance of the Group.

Legal and regulatory matters

The Group is subject to a considerable degree of regulation and legislation. Changes in or extensions of laws and regulations affecting the industry in which the Group operates (or those in which its customers operate) and the rules of industry organisations could restrict or complicate the Group's business activities, with the potential to increase compliance/legal costs significantly.

Covid 19

On 11 March 2020, the World Health Organisation declared the Coronavirus outbreak (COVID-19) a pandemic. Following on from this, the Company has taken steps to comply with the lockdown measures introduced by the UK Government to help stop the spread of COVID-19, and to protects its employees. Whilst it is not possible to quantify precisely the impact of the pandemic, as disruption to the global economy on this scale has not been seen in recent history, the Directors have taken a number of mitigating actions to ensure that the Company can continue in operation for the foreseeable future, including working remotely and implementing social distancing measures in offices.

Going concern

As a result of the challenges faced by the business in recent periods, and because of the restructuring undertaken in the last year, the Group continues to progress against its plan and has generated operating losses in the year ended 31 January 2020 and subsequently. As a result, there is a risk that it is not able to achieve the forecast growth in revenue, profits and cash flows and as a result it may not be able to continue as a going concern without raising additional capital. Further details are provided in the Directors' Report and in Note 1 to the financial statements.

Section 172(1) Statement

The Board of Directors always consider, both individually and together, that they have acted in the way that, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in s172(1) (a) - (f) of the Companies Act 2006, in the decisions taken during the year ended 31 January 2020.

Our plan is designed to have a long-term beneficial impact on the group and to contribute to its success in delivering a high quality of service across all of our business divisions.

Our employees are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to the pay and benefits our employees receive. The health, safety and well-being of our team members is one of our primary considerations in the way we conduct our business. Engagement with suppliers and customers is also key to our success. We meet with our major suppliers and partners at appropriate regular intervals and take the appropriate action, when necessary, to prevent involvement in modern slavery, corruption, bribery and breaches of competition law.

Our plan considers the impact of the Company's operations on the community and environment and our wider social responsibilities, and how we comply with environmental legislation and pursue waste-saving opportunities and react promptly to local concerns.

As the Board of Directors, our intention is to behave in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours and in doing so, will contribute to the delivery of our plan. The intention is to nurture our reputation, through both construction and delivery of our plan, that reflects our values, beliefs and culture.

As the Board of Directors, our intention is to behave responsibly towards all our shareholders and treat them fairly and equally, so they too may benefit from the successful delivery of our plan.

The Strategic report was approved by the Board.

Independent Auditor's Report to the Members of St James House plc

1. Our opinion is unmodified

We have audited the financial statements of St James House plc (formerly Boxhill Technologies plc) ("the Company") for the year ended 31 January 2020 which comprise the Consolidated Statement of Profit and Loss and Other Comprehensive Income, Consolidated Balance Sheet, Consolidated Statement of Changes in Equity, Consolidated Cash Flow Statement, Company Balance Sheet, Company Statement of Changes in Equity, and the related notes, including the accounting policies in note 1.

In our opinion:

· the financial statements give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 January 2020 and of the Group's loss for the year then ended;

· the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union;

· the parent Company financial statements have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and

· the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed entities. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

2. Material uncertainty related to going concern

We draw attention to note 1 to the financial statements which indicates that the Group's and the parent Company's ability to continue as a going concern is dependent upon the substantial achievement of forecast cash flows and may depend on securing future funding. These events and conditions represent a material uncertainty that may cast significant doubt on the Group's and Parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

The risk - disclosure quality

The Directors have undertaken a significant restructuring of the Payment Processing business during the year to 31 January 2020 as a critical part of the Group's strategy. As a result of the challenges faced by the business in recent periods, and as a result of this restructuring started in the prior year, the Group remained in the relatively early phases of its revised longer-term strategy and has generated further losses in the year ended 31 January 2020 and subsequently.

The two key elements of the restructuring that impact going concern are the disposal of Emex (UK) Group Limited on 30 July 2018 and the launch of the re-shaped payment processing business during 2018 and the legal services business in 2020.

The Directors have prepared cash flow projections for the period to 31 July 2022, which indicate that the Group will generate revenues, profit and cash inflows in that period. In particular, the projections demonstrate that the Group will be able to address current cash flow shortfalls, and that it will be able to meet its liabilities as they fall due for the foreseeable future. The directors are also in the process of seeking further investment to support working capital requirements and expand the business further.

The financial statements explain how the Directors have formed a judgement that it is appropriate to prepare the accounts of the Group and Parent Company on a going concern basis. However, the Directors have concluded that the factors discussed in note 1 represent a material uncertainty that may cast significant doubt regarding the Group's and parent Company's ability to continue as a going concern.

As this assessment involves a consideration of future events there is a risk that the judgement is inappropriate.

Furthermore, clear and full disclosure of the facts and the directors' rationale for the use of the going concern basis of preparation, including that there is a related material uncertainty, is a key financial statement disclosure. Auditing standards require such matters to be reported as a key audit matter.

Our response

Our procedures included:

- Personnel interviews: inquiring of senior management and challenging the assumptions used in the Directors' forecast models, in particular those relating to forecast revenue, and corroborating these against available evidence by inspecting agreements signed with new and existing customers;

- Sensitivity analysis: we assessed reasonably possible downside scenarios that would result in the cash flow falling below operating expense requirements and considered whether they could be considered to be reasonably possible; and

- Assessing transparency: Assessing the going concern disclosure for clarity, including that there is disclosure of a material uncertainty.

3. Key audit matters: our assessment of risks of material misstatement

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In arriving at our audit opinion above, the key audit matters, in decreasing order of audit significance, were as follows:

4. Our application of materiality and an overview of the scope of our audit

Materiality for the Group financial statements as a whole was set at £36,000, determined with reference to a benchmark of group normalised earnings before interest, depreciation and amortisation ('EBITDA') (of which it represents 1.75%). We consider EBITDA to be the most appropriate measure of group performance.

Materiality for the parent company financial statements as a whole was set at £31,000, determined with reference to a benchmark of company gross assets, of which it represents 1.25%.

We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £1,800, in addition to other identified misstatements that warranted reporting on qualitative grounds.

Of the Group's eight (2019: 8) reporting components, we subjected 5 (2019: 5) to full scope audits for Group purposes. For the residual 3 components, we performed analysis at an aggregated group level to re-examine our assessment that there were no significant risks of material misstatement within these.

The components within the scope of our work accounted for 100% (2019: 100%) of total group revenue, 100% (2019: 100%) of group loss before tax and 100% (2019: 100%) of total group assets.

All component audits, including the audit of the parent company, were performed by the Group team using component materialities, which ranged from £2,000 to £31,000, having regard to the mix of size and risk profile of the Group across the components.

5. We have nothing to report on the other information in the Annual Report

The directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information.

Strategic report and directors' report

Based solely on our work on the other information:

· we have not identified material misstatements in the strategic report and the directors' report;

· in our opinion the information given in those reports for the financial year is consistent with the financial statements; and

· in our opinion those reports have been prepared in accordance with the Companies Act 2006.

6. We have nothing to report on the other matters on which we are required to report by exception

Under the Companies Act 2006, we are required to report to you if, in our opinion:

· adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

· the parent Company financial statements are not in agreement with the accounting records and returns; or

· certain disclosures of directors' remuneration specified by law are not made; or

· we have not received all the information and explanations we require for our audit.

We have nothing to report in these respects.

7. Respective responsibilities

Directors' responsibilities

As explained more fully in their statement set out on page 24 the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC's website at: www.frc.org.uk/auditorsresponsibilities.

8. The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Jason Mitchell MBA BSc FCA (Senior Statutory Auditor)

For and on behalf of

MHA MacIntyre Hudson

Chartered Accountants

Statutory Auditors

Pennant House

1-2 Napier Court

Reading

RG1 8BW

23 March 2021

Consolidated Statement of Profit and Loss and Other Comprehensive Income

for year ended 31 January 2020

Consolidated Balance Sheet

At 31 January 2020

Consolidated Cash Flow Statement

for year ended 31 January 2020