NOTES TO THE FINANCIAL STATEMENTS

 

1.         General information

 

Dianomi plc (the "Company") and its subsidiaries' (together the "Group") principal activity is the delivery of premium native advertising for the financial services, technology, corporate and lifestyle sectors. The Company was incorporated on 16 August 2002 in England and Wales as a private company limited by shares under the name Data-ID Limited. On 17 December 2002, the Company changed its name to Dianomi Limited. On 17 May 2021, the Company re-registered as a public limited company and changed its name to Dianomi plc.

 

The address of the registered office is 6^th Floor, 60 Gracechurch Street, London, EC3V 0HR and the limited company number is 04513809.

 

2.         Basis of preparation and significant accounting policies

 

2.1.         Basis of preparation

 

The financial report for the year ended 31 December 2022 has been prepared in accordance with the historical cost convention and with international accounting standards in conformity with the requirements of the Companies Act 2006 and with UK adopted International Financial Reporting International Financial Reporting Standards (IFRSs).

 

The profit before charging interest, tax, depreciation, amortisation, share-based payment charges, other, non-recurring income and exceptional costs (adjusted EBITDA) is presented in the income statement as the Directors consider this performance measure provides a more accurate indication of the underlying performance of the Company and is commonly used by City analysts and investors.

 

The preparation of financial statements requires management to exercise its judgement in the process of applying accounting policies. The areas involving a higher degree of judgement, or areas where assumptions and estimates are significant to the financial information, are disclosed in note 3.

 

The presentational and functional currency of the Company is sterling. Results in these financial statements have been prepared to the nearest £1,000.

 

2.2.       Basis of consolidation

 

The consolidated financial information incorporates the financial information of Dianomi Plc and all of its subsidiary undertakings. Subsidiary undertakings include entities over which the Group has effective control, which in Dianomi's case are Dianomi Inc. and Dianomi Pty Ltd. The Group controls a group when it is exposed to, or has right to, variable returns from its involvement with the Group and has the ability to affect those returns through its power over the Group. In assessing control, the Group takes into consideration potential voting rights.

 

 

 

 

 

 

2.3.       Going concern

 

At the time of approving the financial statements, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.

 

At 31 December 2022 the Company had cash and cash equivalents of £11.7 million (2021; £10.3 million) and net current assets of £11.8 million (2021: £10.1 million). The  Group has no debt outstanding or facilities in place (2021: £nil).

 

The Directors have prepared detailed cash flow forecasts for the next 18 months that indicate the existing activities of the Group do not require additional funding during that period. The forecasts are challenged by various downside scenarios to stress test the estimated future cash position. The Directors are pleased to note that the stress tests did not have a significant impact on the cash flow or cash position of the Group. In addition, current trading is in line with the forecast.

 

Post year end, in March 2023, the Federal Deposit Insurance Corporation announced that it had been appointed receiver to SVB Financial Group ("SVB") and the Bank of England announced that it intended to apply to the Court to place Silicon Valley Bank UK Limited ('SVBUK') into a Bank Insolvency Procedure. At the time of the announcements, Dianomi had £3.9 million in deposits across SVB and SVBUK. Shortly thereafter SVBUK was acquired by HSBC UK Bank Plc and the Federal Deposit Insurance Corporation ("FDIC") and other regulators guaranteed all depositors in SVB, with First Citizens Bank subsequently acquiring Silicon Valley Bridge Bank, N.A. from the FDIC, meaning that all deposits were safe and secure.

 

 

2.4.       Principal Accounting Policies

 

2.4.1.     Revenue

 

The Group's customers are direct advertisers, affiliate advertisers and advertising agencies with whom the Group will enter into a contract or insertion order.

 

The Group generates revenue by charging advertisers for advertising campaigns delivered through its platform. The customer's total spend on advertising is determined by multiplying an agreed performance metric option, such as cost per mil (CPM), cost per impression (CPI), cost per click (CPC) or cost per action (CPA) with the volumes of units delivered.

 

Revenue is recognised on completion of the performance criteria which, in most cases, is when an internet user clicks through to an advertisement that has been displayed on a web page.

 

Where advanced payments are made in advance of satisfying the performance obligation, these amounts are transferred to deferred revenue (contract liabilities) and recognised when the performance obligation has been met.

 

The Group's standard payment terms require settlement of invoices within 60-90 days of receipt.

 

The Group does not adjust the transaction price for the time value of money as it does not expect to have any contracts where the period between the transfer of the promised services to the client and the payment by the client exceeds one year.

 

2.4.2.     Cost of sales

 

Cost of sales represents the direct expenses that are attributable to the services sold. They consist primarily of payments to publishers under the terms of the revenue share agreements that the Group has with them. Depending on the terms of the revenue share agreements, cost of sales can include commissions where applicable.

 

In limited instances, the Company incurs costs with publishers based on a guaranteed minimum rate of payment from the Company in exchange for guaranteed placement of the Company's promoted recommendations on specified portions of the publisher's online properties. These guaranteed rates are typically either a minimum monthly payment or a minimum CPM and are recognised as an expense as incurred.

 

2.4.3.     Taxation

 

Current tax is the tax currently payable based on the taxable profit for the year.

 

The Group recognises current tax assets and liabilities of entities in different jurisdictions separately as there is no legal right of offset.

 

The Group's US subsidiary does not charge US sales tax on its services as it provides non-taxable services.

 

Deferred tax is provided in full on temporary differences between the carrying amounts of assets and liabilities and their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or taxable profit or loss under a business combination. Deferred tax is determined using tax rates and laws that have been substantially enacted by the statement of financial position date, and that are expected to apply when the temporary difference reverses.

 

Tax losses available to be carried forward, and other tax credits to the Group, are recognised as deferred tax assets, to the extent that it is probable that there will be future taxable profits against which the temporary differences can be utilised.

 

Changes in deferred tax assets or liabilities are recognised as a component of the tax expense in the statement of comprehensive income, except where they relate to items that are charged or credited directly to equity, in which case the related deferred tax is also charged or credited directly to equity.

 

2.4.4.     Development costs

 

Costs relating to the ongoing support and development of the Group's platform are recognised as an expense in profit and loss as incurred.

 

2.4.5.     Foreign currency translation

 

a)   Function and presentational currency

Items included in the financial information of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial information is presented in 'sterling', which is the Company's functional currency and the Group's presentation currency.

 

On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 

b)   Transactions and balances

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. 

2.4.6.     Cash and cash equivalents

 

Cash is represented by cash in hand and deposits with financial institutions.

 

2.4.7.     Financial Instruments

 

The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are recognised on trade date when the Group becomes a party to the contractual provisions of the instrument. Financial instruments are recognised initially at fair value plus, in the case of a financial instrument not a fair value through profit and loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. Financial instruments are derecognised on the trade date when the Group is no longer a party to the contractual provisions of the instrument.

 

Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables. All financial instruments held are classified as loans and receivables.

 

a) Trade and other receivables and trade and other payables

Trade and other receivables are recognised initially at transaction price less attributable transaction costs. Trade and other payables are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any expected credit losses in the case of trade receivables. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

b) Contract liabilities

A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related services. Contract liabilities are recognised as revenue when the performance obligation has been met.

 

c) Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised costs using the effective interest method, less any impairment losses.

d) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits.

e) Derivative financial instruments

Derivative financial instruments comprise economic hedges. Hedge accounting is not applied to derivative instruments that economically hedge financial assets and liabilities denominated in foreign currencies. Changes in the fair value of such derivatives are recognized in profit or loss under financing income or expenses.

 

2.4.8.     Leases

 

The Group leases property in the UK, US and Australia.

 

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

 

-      Leases of low value assets; and

-      Leases with a duration of twelve months or less.

 

These leases are recognised as an expense on a straight-line basis over the term of the lease.

 

Lease liabilities are measured at the present value of contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group's incremental borrowing rate on commencement of the lease is used. This is 3.0 per cent. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

 

Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

-      Lease payments made at or before commencement of the lease;

-      Initial direct costs incurred; and

-      The amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset (typically leasehold dilapidations).

 

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.

 

No lease modification or reassessment changes have been made during the reporting period from changes in any lease terms or rent charges.

 

2.4.9.     Earnings per share

 

The Group presents basic and diluted earnings per share on an IFRS basis. In calculating the weighted average number of shares outstanding during the period, any share restructuring is adjusted to allow comparability with other periods. The calculation of diluted earnings per share assumes conversion of all potentially dilutive ordinary shares, which arise from share options outstanding.

 

2.4.10.   Financing income and expenses

 

Financing expenses comprise interest payable, finance charges on shares classified as liabilities and leases recognised in the income statement using the effective interest method, unwinding of the discount on provisions, and not foreign exchange losses that are recognised in the statement of comprehensive income.

 

Financing income includes interest receivable on funds invested. Interest income and interest payable are recognised in the statement of comprehensive income as they accrue, using the effective interest method.

 

2.4.11.   Costs relating to IPO

 

Items which are material because of their size or nature and which are non-recurring are highlighted separately on the face of the consolidated statement of comprehensive income.  The separate reporting of exceptional items helps provide a better picture of the Group's underlying performance.  Items which have been included within this category are the costs relating to the Company's IPO on AIM in May 2021. The costs specifically related to the issue of new shares have been set against share premium. Other IPO costs which related to listing both new and existing shares were allocated on a 50/50 basis between exceptional P&L costs and share premium.

Costs relating to the IPO are excluded from the headline profit measures used by the Group and are highlighted separately in the consolidated statement of comprehensive income as management believe that they need to be considered separately to gain an understanding the underlying profitability of the trading businesses.

2.4.12.   Employee Benefits

 

Post-retirement benefits

 

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

 

The contributions are recognised as an expense in administrative expenses in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 

Share-based payments

 

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of Financial Position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

 

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the group keeping the scheme open or the employee maintaining any contributions required by the scheme).

 

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

 

Where equity instruments are granted to persons other than employees, profit or loss is charged with the fair value of goods and services received.

 

2.5.   Standards issued but not yet effective

 

The IASB and IFRIC have issued the following relevant standards and interpretations with effective dates as noted below 

 

Standard	Key Requirements	Effective date (for annual periods beginning on or after)
IFRS 17 'Insurance contracts' as amended in June 2020 by amendments to 'IFRS 17, Insurance Contract	The standard establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts issued. No impact is expected on the results of the Group.	1 January 2023
Amendments to IAS 1 Presentation of Liabilities as Current or Non-current	The standard clarifies how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability.	1 January 2024
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies	The standard makes it clear that accounting policies governing material balances are not necessarily themselves material. Therefore the quantity of accounting policy disclosures may reduce.	1 January 2023
Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates	The standard introduces a new definition for accounting estimates. No impact is expected on the results of the Group.	1 January 2023
Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction	The standard clarifies how companies account for deferred tax on transactions such as leases and decommissioning obligations.	1 January 2023
Amendments to IFRS 16 Lease Liability in a Sale and Leaseback	The standard clarifies how a seller-lessee subsequently measures sale and leaseback transactions that satisfy the requirements in IFRS 15 to be accounted for as a sale.	1 January 2024
Amendments to IAS 1 Non-Current Liabilities with Covenants	The standard clarifies how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability.	1 January 2024

 

 The new standards, listed above, are not expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.

 

 

2.6.       Alternative performance measures

 

In order to provide better clarity to the underlying performance of the Group, adjusted EBITDA and adjusted earnings per share are used as alternative performance measures. These measures are not defined under IFRS. These non-GAAP measures are not intended to be a substitute for, or superior to, any IFRS measures of performance, but have been included as the Directors consider adjusted EBITDA and adjusted earnings per share to be key measures used within the business for assessing the underlying performance of the Group's ongoing business across periods. Adjusted EBITDA excludes from operating profit non-cash depreciation, share-based payment charges, other, non-recurring income and non-recurring exceptional costs. Adjusted EPS excludes from profit after tax share-based payment charges, other, non-recurring income and non-recurring exceptional items and their related tax impacts. Please refer to note 8 for reconciliations to Alternative Performance Measures ("APMs").

 

3.   Judgements and key sources of estimation uncertainty

 

The preparation of the consolidated financial information requires the Directors to make estimates and judgements that affect the reported amounts of assets, liabilities, costs and revenue in the consolidated financial information. Actual results could differ from these estimates. The judgements, estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. The judgements and key sources of estimation uncertainty that have a significant effect on the amounts recognised in the consolidated financial information are:

 

Estimations:

 

-      Share-based payments: the Group measures the cost of equity-settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted and requires assumptions to be made in particular the value of the shares at the date of options granted. Management have had to apply judgement when selecting assumptions.

 

-      Receivables provision: the Group reviews the amount of credit loss associated with its trade receivables, intercompany receivables and other receivables based on historical default rates as well as forward looking estimates that consider current and forecast credit conditions.

 

Judgements:

 

-      Deferred tax: the extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be available against which the deductible temporary differences and tax loss carry-forwards can be utilised. In addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties.

 

-      Going concern: The financial statements have been prepared on the going concern basis based on a judgement by the Directors that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future, being a period of at least 18 months from the date of signing these financial statements. In this context, the Directors have prepared detailed cash flow forecasts for the next 18 months that indicate the existing activities of the Group do not require additional funding during that period. The forecasts were challenged by various downside scenarios to stress test the estimated future cash position. The Directors note that the stress tests did not have a significant impact on the cash flow or cash position of the Group. In addition, current trading is in line with the forecast.

-      Treatment of costs incurred on the equity raise: the decision of how to split the costs incurred on an equity raise via IPO requires judgement given that, whilst costs incurred on an equity raise should be recognised against equity in share premium, costs that relate to a stock market listing should be recognised as an expense in the Statement of Comprehensive Income. Costs incurred relating to Admission were split as follows:

 

		Year to  31 Dec 2022	Year to 31 Dec 2021
		£000	£000
Share Premium		-	596
Statement of Comprehensive Income		-	637
		======================================================	======================================================
		-	1,233
		======================================================	======================================================

 

 

4.      Revenue

 

        Revenue arises from:

		Year to  31 Dec 2022	Year to 31 Dec 2021
		£000	£000
EMEA		6,591	7,149
U.S.A.		28,317	27,451
APAC		1,007	1,182
		======================================================	======================================================
		35,915	35,782
		======================================================	======================================================

5.    Operating segments

 

The Group is operated as one global business by its executive team, with key decisions being taken by the same leaders irrespective of the geography where work for clients is carried out. The Directors consider that the geographies where the Group operates have similar economic and operating characteristics and the products and services provided in each region are all related to premium native advertising. Management therefore consider that the Group has one operating segment. The Group report is presented and measured to the Board as a single segment and is consistent with the financial statements. As such, no additional disclosure has been recorded under IFRS 8.

6.      Other income

 

		Year to  31 Dec 2022	Year to 31 Dec 2021
		£000	£000
Other income		167	-
		======================================================	======================================================
		167	-
		======================================================	======================================================

 

 

Other income in the year ended 31 December 2022 related to a tax refund as a result of an R&D tax credit.

 

7.      Administrative expenses

 

			Year to  31 Dec 2022	Year to 31 Dec 2021
			£000	£000
Direct staff costs			5,167	4,702
IT and software costs			1,273	834
Legal and professional			754	905
Rent			239	106
Insurance			186	90
Depreciation - leased assets			107	154
Foreign exchange losses			33	90
Share-based payments			526	2,854
Other administrative expenses			696	529
			======================================================	======================================================
			8,981	10,264
			======================================================	======================================================

 

During the year the Group obtained the following services from the Company's auditors as detailed below:

 

		Year to  31 Dec 2022	Year to 31 Dec 2021
		£000	£000
Audit fees		118	75
Other services:
Tax compliance		19	11
Transfer pricing advice		-	12
Agreed upon procedures on interim results		15	19
		======================================================	======================================================
		152	117
		======================================================	======================================================

 

 

8.      Reconciliations to Alternative Profit Measures

 

In order to provide better clarity to the underlying performance of the Group, Dianomi uses adjusted EBITDA and adjusted earnings per share as alternative performance measures. These measures are not defined under IFRS. These non-GAAP measures are not intended to be a substitute for, or superior to, any IFRS measures of performance, but have been included as the Directors consider adjusted EBITDA and adjusted earnings per share to be key measures used within the business for assessing the underlying performance of the Group's ongoing business across periods. Adjusted EBITDA excludes non-cash depreciation charges, share-based payment charges, other, non-recurring income and non-recurring exceptional costs from operating profit. Adjusted EPS excludes share-based payment charges, other, non-recurring income and non-recurring exceptional items and their related tax impacts from profit after tax.

 

The table below sets out the reconciliation of the Group's adjusted EBITDA and adjusted profit before tax from profit before tax.

 

		Year to  31 Dec 2022	Year to 31 Dec 2021
		£000	£000
		======================================================	======================================================
Profit/(loss) before tax		1,147	(618)
		======================================================	======================================================
Adjusting items:
Costs relating to the IPO		-	637
Share-based payments		526	2,854
Other income		(167)	-
		======================================================	======================================================
Adjusted profit before tax		1,506	2,873
		======================================================	======================================================
Depreciation		107	154
Net finance (income)/expense		(37)	41
		======================================================	======================================================
Adjusted EBITDA		1,576	3,068
		======================================================	======================================================

 

The table below sets out the reconciliation of the Group's adjusted profit after tax to adjusted profit before tax.

 

		======================================================	======================================================
Adjusted profit before tax		1,506	2,873
		======================================================	======================================================
Tax (expense)/credit		(662)	122
Tax impact of adjusting items		(68)	(677)
		======================================================	======================================================
Adjusted profit after tax		776	2,318
		======================================================	======================================================

Adjusted profit after tax is used in calculating adjusted basic and adjusted diluted EPS. Adjusted profit after tax is stated before adjusting items and their associated tax effects. Adjusted EPS is calculated by dividing the adjusted profit after tax for the period attributable to Ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Adjusted diluted EPS is calculated by dividing adjusted profit after tax by the weighted average number of shares adjusted for the impact of potential ordinary shares. Potential Ordinary shares are treated as dilutive when their conversion to Ordinary shares would decrease EPS. Please refer to note 13 for further detail.

 

9.   Employee information

 

The average number of persons employed by the Group (including directors) during the year, analysed by category, was as follows:

	Year to 31 Dec 2022	Year to 31 Dec 2021
	Number	Number
Directors	7	7
Employees	39	34
	------------------------------------------------	------------------------------------------------
	46	41
	========================================	========================================

 

The aggregate payroll costs of these persons (including directors) were as follows:

 

	Year to 31 Dec 2022	Year to 31 Dec 2021
	£000	£000
Wages and salaries	4,537	4,226
Social security costs	569	408
Pension costs	61	69
Share-based payment expense	526	2,854
	------------------------------------------------	------------------------------------------------
	5,693	7,557
	======================================================	======================================================

 

A defined contribution pension scheme is operated by a third party and the Group pays contributions on behalf of the employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension charge represents contributions payable by the Group to the fund. Contributions amounting to £nil were payable to the fund at the end of 2022 (2021: £nil).

 

Key management personnel include employees across the Group who together have authority and responsibility for planning, directing and controlling the activities of the Group. Key management personnel are considered to be the executive directors of the Group and details regarding their remuneration are set out below:

 

	FY22
	Salary		Bonus/ Commission	Benefits	Pension	Total
Name	£'000s		£'000s	£'000s	£'000s	£'000s
Rupert Hodson	220		-	11	2	233
Charlotte Stranner	180		-	-	1	181
Raphael Queisser[1]	220		-	7	3	230
Robert Cabell de Marcellus[1]	220		-	2	4	226
Total	840		-	20	10	870
		FY21
		Salary	Bonus/ Commission	Benefits	Pension	Total
Name		£'000s	£'000s	£'000s	£'000s	£'000s
Rupert Hodson		205	96	7	2	310
Charlotte Stranner[2]		133	53	-	1	187
Raphael Queisser		205	96	4	4	309
Robert Cabell de Marcellus		205	96	4	4	309
Total		748	251	15	11	1,115

 

^[1]  Raphael Queisser and Robert Cabell de Marcellus stepped down from the board and from their positions as COO and CTO respectively on 15 March 2023.

^[2]  Charlotte Stranner joined the board on 27 April 2021

The highest paid director received remuneration of £233k (2021: £310k). No share options were exercised by the directors in the year (2021: nil).

 

10.    Finance income and expenses

 

	Year to 31 Dec 2022	Year to  31 Dec 2021
	£000	£000
Interest received	41	5
	----------------------------------------------	----------------------------------------------
Total finance income	41	5
	============================================	============================================
Loan note interest	-	44
On lease liability	4	2
	----------------------------------------------	----------------------------------------------
Total finance expense	4	46
	============================================	==============================================

 

 

11.    Taxation

 

	Year to 31 Dec 2022	Year to 31 Dec 2021
	£000	£000
UK corporation tax
Current tax on income for the year	-	-
Adjustments in respect of prior periods	-	-
	----------------------------------------------	----------------------------------------------
	-	-
	=================================================	=================================================
Foreign tax
Foreign tax on income for the year	662	553
	-----------------------------------------------	-----------------------------------------------
Total current tax		553
	=================================================	=================================================
Deferred tax
Origination and reversal of timing differences	-	(675)
	-----------------------------------------------	-----------------------------------------------
Total deferred tax	-	(675)
	=================================================	=================================================
	----------------------------------------------	----------------------------------------------
Taxation on profit on ordinary activities	662	(122)
	=================================================	=================================================

 

 

Reconciliation of tax expense

 

The tax assessed on the profit on ordinary activities for the year is higher than (2021: lower than) the standard rate of corporation tax in the UK of 19% (2021: 19%).

 

	Year to 31 Dec 2022	Year to 31 Dec 2021
	£000	£000
Profit/ (loss) on ordinary activities before taxation	1,147	(618)
	=======================================================	=======================================================
Profit/ (loss) on ordinary activities multiplies by standard rate of corporation tax in the UK of 19% (20201: 19%)	218	(118)
Effects of:
Expenses not deductible for tax purposes	16	657
Foreign tax	321	225
Difference in tax rates	-	(96)
Deferred tax not recognised	107	(790)
	=======================================================	=======================================================
Tax on profit	662	(122)
	=======================================================	======================================================

 

12.    Deferred Tax

 

Deferred Tax Asset

 

	As at 31 Dec 2022	As at 31 Dec 2021
	£000	£000
Tax losses	675	675
	----------------------------------------	----------------------------------------
	675	675
	=============  ===========================	========================================

 

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilised. There is a potential additional deferred tax asset of £1.3 million in respect of tax losses of £5.1 million which has not been recognised due to a prudent approach being taken as to the timing and level of future taxable profits.

13.    Earnings per share

The Group presents non-adjusted and adjusted basic and diluted earnings/loss per share (EPS) for its ordinary shares. Basic EPS is calculated by dividing the profit/loss for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted EPS takes into consideration the Company's dilutive contingently issuable shares. The weighted average number of ordinary shares used in the diluted EPS calculation is inclusive of the number of share options that are expected to vest subject to performance criteria as appropriate, being met.

The profit/(loss) and weighted average number of shares used in the calculations are set out below:

 

	Year to 31 Dec 2022	Year to 31 Dec 2021
	£000	£000
Profit/(loss) attributable to the ordinary equity holders of the Group used in calculating basic and diluted EPS	485	(496)
Basic earnings/(loss) per ordinary share (p)	1.62	(1.77)
Diluted earnings/(loss) per ordinary share (p)	1.46	(1.77)

 

 

	Year to 31 Dec 2022	Year to 31 Dec 2021
Adjusted basic and diluted EPS	£000	£000
Reconciliation of earnings used in calculating adjusted EPS:
Profit/(loss) attributable to the ordinary equity holders of the Group used in calculating basic and diluted EPS	485	(496)
Adjusting items:
Share-based payments	526	2,854
Costs relating to the IPO	-	637
Other income	(167)	-
Tax impact of adjusting items	(68)	(677)
	======================================================	======================================================
Profit attributable to the ordinary equity holders of the Group used in calculating adjusted basic and diluted EPS	776	2,318
Adjusted basic earnings per ordinary share (p)	2.58	8.27
Adjusted diluted earnings per ordinary share (p)	2.34	7.65

 

 

		Year to 31 Dec 2022	Year to 31 Dec 2021
Weighted average number of ordinary shares used as the denominator in calculating non-adjusted and adjusted basic EPS		30,027,971	28,024,038
Weighted share option dilution impact		3,184,268	2,264,678
		======================================================	======================================================
Weighted average number of ordinary shares used as the denominator in calculating non-adjusted and adjusted diluted EPS		33,212,239	30,288,716

 

 

14.  Right-of-use assets

 

					Leased property
					£000
Cost
At 1 January 2021					-
Additions					257
					==================================================
At 31 December 2021					257
						==================================================
At 1 January 2022						257
Additions						320
						===================================================
At 31 December 2022						577
					==================================================
Depreciation
At 1 January 2021				103
Depreciation charge				154
				===================================================
At 31 December 2021				257
				==================================================
At 1 January 2022				257
Depreciation charge				107
				===================================================
At 31 December 2022				364
				===================================================

 

Net book value
At 31 December 2021		-
At 31 December 2022		213

 

During the year the Company entered into an 18 month lease for its serviced office premises in London. The total payments due under the term of the lease amount to £0.3 million. Lease liabilities in respect of right-of-use assets were £0.2 million as at 31 December 2022 (2021: £nil). The discount rate used in determining the present value of the lease liability was 3%. The interest expense recognised in the statement of comprehensive income for the year ended 31 December 2022 was £4k (2021: £2k).

 

 

 

 

15.  Subsidiaries 

 

The undertakings in which the Group's interest at the year-end is 20 per cent. or more are as follows:

     

Subsidiary undertakings	Country of incorporation	Principal activity
			At 31 Dec 2022	At 31 Dec 2021
Dianomi Inc	United States	Business support services	100%	100%
Dianomi PTY	Australia	Business support services	100%	100%

     

The registered office of Dianomi Inc is Corporate Service Bureau Inc., 28 Old Rudnick Lane, Dover, Delaware,19901. The registered office of Dianomi PTY is ALM Williams Partners, Level 2, 570 St Kilda Road, Melbourne, VIC 3004.

       

16.    Trade and other receivables

	As at 31 Dec 2021	As at 31 Dec 2021
	£000	£000
Current
Trade receivables	7,488	7,169
Prepayments	116	59
Loan receivable	52	97
Other receivables	218	70
	----------------------------------------------	----------------------------------------------
	7,874	7,395
	==============================================	==============================================

 

All of the trade receivables were non-interest bearing and receivable under normal commercial terms. The directors consider that the carrying value of trade and other receivables approximates to their fair value.

 

      The loan receivable balances relate to a loan owed from Buckingham Gate Financial Services Limited, a shareholder and related party. The loan accrues annual interest at 4%.

 

The expected credit loss on trade and other receivables was not material at the current or prior year end. For analysis of the maximum exposure to credit risk, please refer to note 21.

 

The impairment loss recognised in the income statement for the period in respect of bad and doubtful trade receivables was £52k (2021: £17k).

 

The ageing of trade receivables is detailed below:

 

        As at 31 December 2022

	< 30 days	< 60 days	< 90 days	< 180 days	> 180 days	Total
	£000	£000	£000	£000	£000	£000
Gross carrying amount	3,626	1,743	814	456	849	7,488
	===============================================	==============================================	============================================	============================================	==============================================	=================================================

 

 

        As at 31 December 2021

	< 30 days	< 60 days	< 90 days	< 180 days	> 180 days	Total
	£000	£000	£000	£000	£000	£000
Gross carrying amount	3,920	1,459	889	407	494	7,169
	===============================================	==============================================	============================================	============================================	==============================================	=================================================

 

 

17.    Cash and cash equivalents

 

	As at 31 Dec  2022	As at 31 Dec 2021
	£000	£000
Cash at bank and in hand	11,663	10,278
	============================================	==============================================

       

        Cash at bank earns interest at floating rates based on bank deposit rates. Post year end, in March 2023, the Federal Deposit Insurance Corporation announced that it had been appointed receiver to SVB Financial Group ("SVB") and the Bank of England announced that it intended to apply to the Court to place Silicon Valley Bank UK Limited ('SVBUK') into a Bank Insolvency Procedure. At the time of the announcements, Dianomi had £3.9 million in deposits across SVB and SVBUK. Shortly thereafter SVBUK was acquired by HSBC UK Bank Plc and the Federal Deposit Insurance Corporation ("FDIC") and other regulators guaranteed all depositors in SVB, with First Citizens Bank subsequently acquiring Silicon Valley Bridge Bank, N.A. from the FDIC, meaning that all deposits were safe and secure.

 

 

18.    Trade and other payables

 

	As at 31 Dec  2022	As at 31 Dec 2021
	£000	£000
Current liabilities
Trade payables	3,035	3,780
Other taxes and social security costs	116	228
Contract liabilities	104	376
Other payables and accruals	4,793	3,697
	----------------------------------------------	----------------------------------------------
	8,048	8,081
	============================================	=============================================

 

The fair value of trade and other payables approximates to book value at each year end. Trade payables are non-interest bearing and are normally settled monthly.

 

 

19.  Lease liabilities

	As at 31 Dec 2022	As at 31 Dec  2021
	£000	£000
Current liabilities
Lease liabilities
	219	-
	--------------------------------------------	--------------------------------------------
	219	-
	==========================================	==========================================

 

        The Group leases an office building in London for use by its staff. The discount rate used in determining the present value of lease liabilities was the Group's incremental borrowing rate of 3%. The interest expense recognised in the consolidated statement of comprehensive income for the year ended 31 December 2022 was £4k (2021: £2k). Payments of £106k (2021: £160k) in respect of rental payments paying down lease liabilities have been recognised in the consolidated statement of cash flows.

 

All other leases are considered short term as the lease terms are 12 months or less. The total amount recorded in the consolidated statement of comprehensive income in respect of short term leases is £239k (2021: £88k). Remaining commitments on short term leases are recorded below.

 

	As at 31 Dec 2022	As at 31 Dec 2021
	£000	£000
Within one year	27	175
	--------------------------------------------	--------------------------------------------
	27	175
	==========================================	==============================================

 

 

19.  Financial instruments

 

The Group's and Company's financial instruments may be analysed as follows:

 

	As at 31 Dec 2022	As at 31 Dec 2021
	£000	£000
Financial assets
Financial assets measured at amortised cost:
Cash at bank and in hand	11,663	10,278
Trade receivables	7,488	7,169
Loan receivable	52	97
Other receivables	218	70
	===============================================	===============================================
	19,421	17,614
	===============================================	===============================================
Financial liabilities
Financial liabilities measured at amortised cost:
Trade payables	3,035	3,780
Other payables and accruals	4,793	3,697
	===============================================	===============================================
	7,828	7,477
	===============================================	==============================================

 

The Group's income, expense, gains and losses in respect of financial assets measured at fair value through profit or loss realised a fair value loss of £nil (2021: gain of £21k).

 

 

 

21.    Financial risk management

 

The Group and Company is exposed to a variety of financial risks through its use of financial instruments which result from its operating activities. All of the Group's financial instruments are classified as loans and receivables. The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are described below:

 

      Credit risk

      Generally the Group's and Company's maximum exposure to credit risk is limited to the carrying amount of the financial assets recognised at the reporting date, as summarised below:

 

	As at 31 Dec  2022	As at 31 Dec  2021
	£000	£000
Trade receivables	7,488	7,169
Other receivables	386	167
	--------------------------------------------------	--------------------------------------------------
	7,874	7,336
	================================================	================================================

 

        Credit risk is the risk of financial risk to the Group and Company  if a counter party to a financial instrument fails to meets its contractual obligation. The nature of the Group's and Company's debtor balances, the time taken for payment by clients and the associated credit risk are dependent on the type of engagement.

 

      The Group's and Company's trade and other receivables are actively monitored. The ageing profile of trade receivables is monitored regularly by Directors. Any debtors over 60 days are individually reviewed by Directors every month and explanations sought for any balances that have not been recovered.

 

      Unbilled revenue is recognised by the Group and Company only when all conditions for revenue recognition have been met in line with the Group's accounting policy.

     

      The Directors are of the opinion that there is no material credit risk at group level.

 

        Liquidity risk

        Liquidity risk is the risk that the Group will encounter difficulty in meeting its obligations associated with its financial liabilities. The Group seeks to manage financial risks to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

 

      The tables below analyses the Group's financial liabilities into relevant maturity groupings based on their contractual maturities.

 

      The amounts disclosed in the tables are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, because the impact of discounting is not significant.

 

 

 

 

 

 

 

Contractual maturities of financial liabilities at 31 December 2022

	Less than 6 months	6-12 months	Between 1 and 2 years	Between 2 and 5 years	Over 5 years	Total contractual cashflows	Carrying amount (assets)/ Liabilities
	£000	£000	£000	£000	£000	£000	£000
Trade and other payables	8,048	-	-	-	-	8,048	8,048
	============================================	=========================================	============================================	============================================	============================================	============================================	============================================
Total	8,048	-	-	-	-	8,048	8,048
	=======================================	========================================	============================================	============================================	============================================	============================================	============================================

       

Contractual maturities of financial liabilities at 31 December 2021

	Less than 6 months	6-12 months	Between 1 and 2 years	Between 2 and 5 years	Over 5 years	Total contractual cashflows	Carrying amount (assets)/ Liabilities
	£000	£000	£000	£000	£000	£000	£000
Trade and other payables	8,081	-	-	-	-	8,081	8,081
	============================================	============================================	============================================	============================================	============================================	============================================	============================================
Total	8,081	-	-	-	-	8,081	8,081
	============================================	============================================	============================================	============================================	============================================	============================================	============================================

 

        Interest rate risk

        As at 31st December 2022 and 2021 the Group has no interest rate risk exposure as the Group had no debt outstanding.

 

      Foreign currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily US Dollars and Australian Dollars. The Group monitors exchange rate movements closely and occasionally enters into forward contract agreements to hedge against the potential volatility of unfavourable foreign exchange rates. The Group ensures adequate funds are maintained in appropriate currencies to meet known liabilities. The Group also has trade receivable balances in foreign currency and monitors the potential effect of any exchange rate movements on these balances.

 

      The Group's exposure to foreign currency risk at the end of the respective reporting period, expressed in Currency Units, was as follows:

 

	As at 31 Dec 2022 £000
	USD	CAD	EUR	AUD	INR	SGD
Cash & cash equivalents	11,017	1,170	249	825	-	265
	As at 31 Dec 2021 £000
	USD	CAD	EUR	AUD	INR	SGD
Cash & cash equivalents	7,486	84	731	727	914	225

 

 

 

      The Group is exposed to foreign currency risk on the relationship between the functional currencies of the Group companies and the other currencies in which the Group's material assets and liabilities are denominated. The table below summaries the effect on profit and loss had the functional currency of the Group weakened or strengthened against these other currencies, with all other variables held constant.

 

	As at 31 Dec 2022	As at 31 Dec 2021
	£000	£000
10% weakening of functional currency	193	191
	==================================================	==================================================
10% strengthening of functional currency	(160)	(156)
	==================================================	========================================

 

        The impact of a change of 10% has been selected as this has been considered reasonable given the current level of exchange rates and the volatility observed both on a historical basis and market expectations for future movements.

       

Fair value of financial instruments

      The fair values of all financial assets and liabilities approximates their carrying value.

 

Capital risk management policy

 

The Group's capital management objectives are:

·    to ensure the Group's ability to continue as a going concern in order to continue to provide returns for shareholders and benefits for other stakeholders

·    maintain an optimal capital structure to reduce the cost of capital

 

The Group considers its capital comprises share capital plus all reserves, which amounted to £11.8 million as at 31 December 2022 (2021: £10.1 million). 

 

The Group has no debt facilities in place as at 31 December 2022 (2021: £nil). Management assesses the Group's capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

 

 

22.  Related party disclosures

 

Transactions with BGF are disclosed below:

	Year ended 31 Dec 2022	Year ended 31 Dec 2021
	£000	£000
Annual fee	50	50
Interest on loan notes	-	42
	--------------------------------------------------	--------------------------------------------------
	50	92
	================================================	==============================================

 

The amount due to BGF as at 31 December 2022 is £77k (2021: £27k). Up until the Company's IPO in May 2021, the annual fee related to a management fee payable by the Company under the terms of the investment agreement between BGF and the Company whereby BGF could appoint a representative to the Board. Following the Company's IPO, the annual fee relates specifically to Matthew Singh's (a representative of BGF) services as a Non-Executive Director.

The Group received revenues of £45k (2021: £76k) from Buckingham Gate Financial Services Limited, a company that is controlled by the shareholders of the Company. As at 31 December 2022 there were trade receivables from Buckingham Gate Financial Services Limited of £4k (31 December 2021: £7k). The Group also has a loan receivable from Buckingham Gate Financial Services Limited of £52k as at 31 December 2022 (31 December 2021: £97k), details of which are set out in note 16. Interest receivable of £3k accrued in the year ended 31 December 2022 (2021: £5k).

 

23.  Share capital

Ordinary Shares		Issued Shares Number			Nominal Value £			Issued Amount £
As at 1 January 2021		18,345			0.01			184
Bonus issue		3,100,305			0.01			31,003
Redesignation of A, B and C ordinary shares to Ordinary Shares		1,859,514			0.01			18,595
Subtotal		4,978,164			0.01			49,782
Subdivision of ordinary shares		24,890,820			0.002			49,782
Issue of shares pursuant to exercise of options		3,305,650			0.002			6,611
Issue of shares pursuant to placing		1,831,501			0.002			3,663
As at 31 December 2021, 1 January 2022 and 31 December 2022			30,027,971			0.002			60,056

 

A ordinary shares		Issued Shares Number				Nominal Value £		Issued Amount £
As at 1 January 2021		10,361				0.01		104
Bonus issue		1,751,009				0.01		17,510
Redesignation to Ordinary Shares		(1,761,370)				0.01		(17,614)
As at 31 December 2021, 1 January 2022 and 31 December 2022		-						-
B ordinary shares			Issued Shares Number		Nominal Value £		Issued Amount £
As at 1 January 2021			602		0.01		6
Bonus issue			101,738		0.01		1,017
Redesignation to Ordinary Shares			(80,124)		0.01		(801)
Redesignation to deferred shares			(22,216)		0.01		(222)
As at 31 December 2021, 1 January 2022 and 31 December 2022			-				-

 

 

C ordinary shares	Issued Shares Number	Nominal Value £	Issued Amount £
As at 1 January 2021	106	0.01	1
Bonus issue	17,914	0.01	179
Redesignation to Ordinary Shares	(18,020)	0.01	(180)
As at 31 December 2021, 1 January 2022 and 31 December 2022	-		-

 

Deferred shares	Issued Shares Number	Nominal Value £	Issued Amount £
As at 1 January 2021	-		-
Redesignation of B ordinary shares	22,216	0.01	222
Repurchase of deferred shares	(22,216)	0.01	(222)
As at 31 December 2021, 1 January 2022 and 31 December 2022	-		-

 

 

On 6 May 2021, £49,709.66 of the available £1,084,776 of the Company's share premium account was capitalised through the issue of bonus ordinary shares of £0.01 each, A ordinary shares of £0.01 each ("A Shares"), B ordinary shares of £0.01 each ("B Shares"), and C ordinary shares of £0.01 each ("C Shares") to existing shareholders pro rata to their holdings of ordinary shares of £0.01 each, A Shares, B Shares and/or C Shares. The capitalisation resulted in an issued share capital of 3,118,650 ordinary shares of £0.01 each, 1,761,370 A Shares, 102,340 B Shares and 18,020 C Shares.

 

A new set of interim articles of association was adopted by the Company to reflect its re-registration as a public limited company and the Company's name was changed to Dianomi plc.

 

Immediately prior to the Company's admission to trading on AIM ("Admission") taking place, the A Shares and C Shares were re-designated as ordinary shares of £0.01 each in the capital of the Company on the basis of one ordinary share of £0.01 per A Share or C Share then in issue.

 

Immediately prior to Admission taking place, the 102,340 B Shares in issue after the bonus issue described above were re-designated as 80,124 ordinary shares of £0.01 each and 22,216 deferred shares of £0.01 each in the capital of the Company.

 

Immediately after the re-designation of shares described above, each ordinary share of £0.01 was sub-divided into five ordinary shares of £0.002 each.

 

Immediately on Admission taking place on 24 May 2021, all of the deferred shares of £0.01 each were repurchased by the Company for an aggregate consideration of £1.00 to be satisfied in cash.

 

Furthermore, on Admission 1,831,501 new ordinary shares of £0.002 pence were issued pursuant to the placing, raising gross proceeds of £5 million for the Company.

 

24.    Share-based payments

 

      The Group operates an equity-settled share-based remuneration scheme for employees. All UK employees are eligible to participate in the long term incentive scheme, the only vesting condition being that the individual remains an employee of the Group over the ten year vesting period.

 

The number of options and weighted average exercise price in the table below have not been adjusted to reflect the share capital reorganisation in May 2021 as described in Note 23.

 

		Weighted average exercise price (pence)	Number			Weighted average exercise price (pence)		Number
		Dec 22	Dec 22			Dec 21		Dec 21
Outstanding at the beginning of the period		273	1,594,387				1.0	3,627
Granted during the period		335	134,627				225.9	1,982,926
Lapsed/exercised during the period		335	(7,463)				0.2	(392,166)
		--------------------------------------------	-----------------------------------------------				--------------------------------------------	-----------------------------------------------
Outstanding at the end of the period		278	1,721,551				273	1,594,387
	==========================================			==============================================	============================================			============================================

 

       

      Of the total number of options outstanding at the end of the period, Nil (31 Dec 21: Nil) had vested and were exercisable at the end of the year.

 

Certain options granted under the existing option schemes in place prior to the admission to trading on AIM of the Company's share capital ("Admission") were due to lapse on 17 May 2021, and all but two of these lapsing options were replaced with equivalent options. Of the two other lapsing options, one of these was replaced with an option over a greater number of ordinary shares. All of the options granted under the existing option schemes in place prior to Admission were exercised immediately on Admission.

 

On Admission, new option schemes were established and a total of 1,640,926 options were granted under these new option schemes with an exercise price of 273p. During the year ended 31 December 2021, 46,539 options lapsed as a result of employees leaving the Group.

 

During the year ended 31 December 2022 134,627 options were granted with an exercise prices of 335 pence. 7,463 options lapsed as a result of employees leaving the Group.

 

The Black-Scholes option pricing model was used to value the equity-settles share-based payment awards as it was considered that this approach would result in materially accurate estimate of the fair value of the options granted.

 

The inputs into the model were as follows:

 

	Post-IPO Option Scheme
Weighted average share price at grant date (£)		2.78
Weighted average exercise price (£)		2.78
Volatility (%)		44.00%
Weighted average vesting period (years)		3
Risk free rate (%)		3.482%
Expected dividend yield (%)		-

 

The share-based remuneration expense comprises:

 

	As at 31 Dec 2022	As at 31 Dec 2021
	£000	£000
Equity-settled schemes	526	2,854
	==========================================	==========================================

 

 

25.    Reserves

 

Share Capital

Share capital represents the nominal value of share capital subscribed.

 

Share Premium

Share premium represents the funds received in exchange for shares over and above the nominal value, offset by costs incurred on the raise of equity.

 

Capital redemption reserve

The capital redemption reserve is a non-distributable reserve into which amounts are transferred following the redemption or purchase of the Company's own shares.

 

Foreign currency translation reserve The foreign currency translation reserve represents exchange differences that arise on consolidation from the translation of the financial statements of foreign subsidiaries.

 

Retained earnings

The retained earnings reserve represents cumulative net gains and losses recognised in the statement of comprehensive income.

 

Share option reserve

The share-based payment reserve represents amounts accruing for equity settled share options granted plus the fair value of share options exercised upon IPO.

 

 

26.  Ultimate controlling party

 

There is no ultimate controlling party as at 31st December 2022 nor was there as at 31 December 2021.

 

27.  Events after the balance sheet date

 

On 15 March 2023 the Company announced that Raphael Queisser and Robert Cabell de Marcellus were stepping down from the board and their positions as COO and CTO respectively. The departures of Raphael and Cabell were part of an internal reorganisation involving a number of other personnel changes in order to ensure the optimal structure for the Group and to align the cost base to the current climate. The costs associated with the reorganisation, estimated to be circa £0.9 million will be classified as exceptional in the Financial Statements for the year ended 31 December 2023 and excluded from alternative performance measures such as Adjusted EBITDA and Adjusted EPS.

 

28.  Contingent liabilities and contingent assets

The Group had no contingent liabilities or contingent assets at 31 December 2022 (31 December 2022: £nil).

 

29.  Capital Commitments

The Group's capital commitments at 31 December 2022 are £nil (31 December 2021: £nil).