RNS Number : 3016T
Braveheart Investment Group plc
21 June 2024
 

Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation. With the publication of this announcement, this information is now considered to be in the public domain.

 

21 June 2024

Braveheart Investment Group plc

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

 

Final Results for the year ended 31 March 2024

 

Braveheart Investment Group plc (AIM: BRH) announces its audited annual results for the financial year ended 31 March 2024, highlights of which are set out below:

 

·    Loss per share of 11.38 pence per share (2023: 2.68 pence earnings per share)

·    Cash balance as at 31 March 2024 of £1.74 million (2023: £0.93 million)

·    Pre-tax loss of £8.19 million (2023: profit of £2.36 million).

 

Notice of AGM

 

A copy of the annual report and accounts, together with notice of the Company's annual general meeting ("AGM") to be held on 18 July 2024 at 10.30 am at the office of China Ventures Ltd, Unit 2, Common Farm, Common Lane, Mappleborough Green, Warwickshire, B80 7DP, will be posted to shareholders shortly and available on the Company's website, www.braveheartgroup.co.uk.

 

For further information:

 

Braveheart Investment Group plc

Tel: 01738 587555

Trevor Brown, Chief Executive Officer

Viv Hallam, Executive Director







Allenby Capital Limited (Nominated Adviser and Joint Broker)

Tel: 020 3328 5656

James Reeve / George Payne







Peterhouse Capital Limited (Joint Broker)

Tel: 020 7469 0936

Duncan Vasey / Lucy Williams


 


CHIEF EXECUTIVE OFFICER'S REPORT

Despite the challenging conditions in the economy and capital markets, our strategy remains unchanged: to invest shareholder funds in businesses that we believe possess specific characteristics capable of generating exceptional returns on disposal.

 

On 15 May 2024, Braveheart announced that following a review of the value of Braveheart's portfolio investments, a decision had been made to write down the value of the Company's equity investments in Paraytec Limited ("Paraytec") (book value at 31 March 2023: £3.04m) and Kirkstall Limited ("Kirkstall") (book value at 31 March 2023: £1.67m) to zero in the FY2024 Accounts and this has now been implemented following the completion of the audit. The Board believes that, with time, Paraytec and Kirkstall could have the potential to increase in value and thereby provide exit opportunities for the Company.

 

The Board has also implemented a range of actions to rationalise the Company's cost base and to conserve cash, which stood at approximately £1.74 million on 31 March 2024. These actions include reducing operational overheads and management costs to reflect the changing needs of the business.

 

Strategic Investments Overview

Phasefocus Holdings Limited (now exited)

On 22 December 2023, Braveheart announced the sale of its entire shareholding in Phasefocus Holdings Limited to Bruker UK Limited, a global analytical instrumentation company. The total proceeds received by Braveheart on 31 March 2024 was £2.1m. A further £53k was received on 27 April 2024, following preparation of the Completion Accounts, which was a £53k increase on the figure provided in the announcement of 4 March 2024.

 

Paraytec Limited (Braveheart owns 100% per cent of the company)

Paraytec develops high performance specialist detectors for the analytical and life sciences instrumentation markets. During the period it undertook a programme with the University of Sheffield to develop rapid tests ("CX300") for identifying pathogens, including viruses and bacteria that cause sepsis. On 2 May 2023, the CX300 instrument passed independent testing for CE marking, which certifies its compliance with required safety standards for a laboratory use instrument.

 

Paraytec continues to develop the CX300 instrument to assist in the rapid diagnosis and treatment of bacteraemia, the presence of bacteria in the blood, which is found in most patients with sepsis and on 15 December 2023, the Company announced that Paraytec had demonstrated proof-of-concept for the test, using its CX300 instrument.

 

On 4 March 2024, the Company announced that, having used an M&A specialist to market the company and seek a cash buyer for Paraytec, Braveheart was unable to secure an attractive offer from potential acquirers, most of those interested felt the business was at "too early stage". The Board therefore decided to retain Paraytec within its investment portfolio and continue its development of the sales and marketing of the CX300 instrument, with the aim of further enhancing the appeal to a potential acquirer by offering it for sale at a later development stage.

 

The current CX300 instrument performs exceptionally well in detecting and counting particles labelled with a single colour fluorescent marker. Development is now in progress on the next generation instrument that will allow two populations of differently coloured particles to be compared in real time. This two-colour instrument will give Paraytec

access to a much bigger market, and customer feedback has indicated that it could be useful for many biomedical and research applications. Paraytec has recently completed building its first two-colour instrument prototype, and testing and miniaturization are now underway. In response to user requests, Paraytec are also exploring adding further features, such as back-scatter light measurement to provide researchers more detail about the particle size.

             

User testing of the two-colour instrument at collaborating universities is expected to commence in three months and it is hoped that marketing and sales will commence thereafter.

 

Work continues on the development of a patentable point-of-care test for bacteraemia that uses CX300 technology to rapidly distinguish between gram-positive and gram-negative bacteria. Using the same principle as the original Gram stain, the test uses a genetically engineered fluorescent protein that binds specifically to peptidoglycan present in gram-positive but not gram-negative bacteria.

 

Whilst significant progress in product development and commercialisation has been made in this period, the technical challenges encountered delayed product launch. Initial CX300 instrument sales have now been made, but the original sales targets have not been met. Following feedback from the M&A specialist, Braveheart has now concluded that Paraytec should restrict any significant further investment in product development until the CX300 has had time to establish its performance credentials with users in the marketplace. 

 

On 15 May 2024, Braveheart reported that the Board had concluded that Paraytec's short-term prospects have reduced and it no longer believes that Braveheart's outstanding loans to Paraytec (totalling £1.44 million as at 31 March 2024), will be repaid in the short-term. A decision has therefore been made to write down the value of the Company's equity investments and loan receivable in Paraytec to zero.

 

Kirkstall Limited (Braveheart owns 86.11% of the company) 

Kirkstall operates in the market known as 'organ-on-a-chip', where it has developed Quasi Vivo®, a system of chambers for cell and tissue culture in laboratories. Its patented technology is used by researchers in the growing New Approach Methodologies ("NAMs"), which enable human-relevant drug safety decisions to be made without the need for animal testing.

The work at Oxford University to develop blood-brain barrier assays for Kirkstall was successful. This work provided data to show that the QV1200 system replicates the human physiology more effectively than non-flow systems and these findings have been presented by Kirkstall at conferences.

Kirkstall received several enquiries for its contract research organisation (CRO) service, however after careful assessment it was concluded the costs would exceed expected returns and so this project has been concluded.

Kirkstall's QV1200 product is in use globally within university research teams and has gained much positive feedback. Kirkstall are collaborating with these researchers to generate published papers and thus grow sales. Kirkstall is also in discussion with potential distributors who may be able to increase the volume of sales over that achieved by direct sales from the Company. The aim of all this current activity is to grow revenue to make it more attractive to acquirers and allow Braveheart to attract a buyer for this business.

On 15 May 2024 Braveheart reported that Kirkstall has been unable to achieve certain sales milestones and discussions with M&A advisers and potential acquirers have not progressed. Braveheart has concluded that it should restrict further investment in product development and focus on growing sales to build a user-base and community of practice in the research marketplace. Therefore, the Board no longer believes that Braveheart's outstanding loans to Kirkstall (totalling £0.16 million as at 31 March 2024), will be repaid in the short-term. A decision has therefore been made to write down the value of the Company's equity investments and loan receivable in Kirkstall to zero.

 

The Board believes that, with time, both Kirkstall and Paraytec could have the potential to increase in value and provide exit opportunities for the Company, but it is prudent to write the values down to zero at the current time.

 

Listed Investments

At 31 March 2024, Braveheart held investments in the following AIM listed companies:

Aukett Swanke Group plc (Braveheart owned 8.98% of the company) a professional services group that principally provides architectural, interior design and smart building services in the primary international market sectors of offices, residential, education, industrial, hospitality and mixed use or 'hybrid' developments. On 21 March 2024, Aukett Swanke announced its acquisition of RTS Technology Solutions

Limited, so this architectural services group now includes subsidiaries that provide smart building software sales and smart building system installation services.

Autins Group plc (Braveheart owned 23.96%) an industry-leading designer, manufacturer, and supplier of acoustic and thermal insulation solutions for the automotive industry and other sectors. As stated in our announcement of 6 March 2024, the growth of electric vehicle production has created new opportunities for Autins who now supply vehicle producers including: JLR, Nissan, BMW, Aston Martin, Lotus, Lamborghini and Bentley; as well as Tier 1 automotive suppliers: Draxlmaier, Kasai, Treves, Novares, Mergon and Yangfeng.

Image Scan Group plc (Braveheart owned 4.48% of the company) a specialist supplier of real-time X-ray screening systems to the security and industrial inspection markets. This company recently announced the launch of AI software to enhance threat recognition in its X-ray scanning products. Also announcing, a substantial order and framework contract from an EU MOD customer, for its portable X-ray system for military and counter-terrorism applications.

The Company also has several portfolio investments that are smaller scale legacy investments for which we continue to seek exits where appropriate.

Outlook

The Board will continue to work with Paraytec and Kirkstall to help them make sales and attract buyers. It will continue to seek transformative investments in line with the investing strategy, rationalize costs and conserve its £1.74 million cash reserve as of 31 March 2024. Proceeds from the Phase Focus sale will be used to fund new investments, as such the Board is not recommending a special dividend.

 

 

 

Trevor Brown

Chief Executive Officer

 

 

Financial Review

During the year, we continued the comprehensive review of our cost base and continued to reduce the central costs.

 

Income Statement

Fee-based revenue was generated by Braveheart Investment Group Plc. The principal revenue from the Group's operations comprises investment management fees, with total revenue during the year being £61,000 (2023: £51,000). Finance income was £17,000 (2023: £21,000), this being interest on outstanding loan notes within the directly held portfolio.

 

As at 31 March 2024, the total number of directly held investments in the portfolio of Strategic Investments and the Portfolio Investments was 19 companies (2023: 21).  The fair value of the directly held portfolio was £1,653,000 (2023: £9,458,000). During the year the group made investments of £532,000 into three companies: Autins Group Plc, Image Scan Holdings Plc and Phasefocus Holdings Limited.

 

The group sold its shareholding in Phase Focus Holdings in the year, resulting in a profit on disposal of £1,232,000.

Total income for the year ended 31 March 2024, including realised gains and unrealised revaluation gains and losses, was a loss of £2,257,000  (2023: £2,958,000 profit) and impairments of £4,847,000 (2023 £Nil).

 

The average number of employees remained at four during the period under review. Employee benefits expense was £594,000 (2023: £556,000). Other operating and finance costs decreased to £282,000 (2023: £283,000). 

 

The total loss after tax decreased to £7,249,000 (2023: £1,585,000 profit), equivalent to a basic loss per share of 11.38 pence (2023: 2.68 pence profit).

 

Financial Position

The Group had net assets of £3,397,000 as at 31 March 2024 (31 March 2023: £10,520,000).

 

At the year end, the Group had cash balances of £1,742,000 (2023: £935,000). There were no material borrowings.

 

A summary analysis of the Group's performance is as follows:


2024

2023


£'000

£'000

Investment management revenue and sales

61

51

Finance income

17

21

Income before portfolio movements

78

72

Profit on disposal of investments

1,304

171

Change in fair value of investments, gain on disposal of investments and movement in contingent liability

(2,257)

2,958

Impairment of investments

(4,847)

-

Total income of continuing activities

(5,722)

3,201

Employee benefits expense (including share- based payments)

(594)

(556)

Impairment of loans in investment companies

(1,595)

-

Other operating and finance costs

(282)

(286)

Total costs on continuing activities

(2,471)

(842)

(Loss)/ profit before tax - continuing

(8,193)

2,359

Tax

944

(774)

Total profit and total comprehensive profit for the year

(7,249)

1,585


 


Opening cash balance

935

1,853

Investment in portfolio companies

(533)

(1,529)

Proceeds from sale of equity investments

2,513

428

Funds raised - net of share issue costs

-

930

Other activities

(1,173)

(747)

Closing cash balance

1,742

935




Net assets

3,397

10,520

 

Key Performance Indicators (KPIs)

The KPIs we use to monitor business performance have been changed in order to better reflect the emphasis that the Board has placed upon the development of the Strategic Investments as the best way to increase shareholder value over the short and medium term. Given the nature of our business, these KPI's remain as, primarily, financial measures.  They are:

 


2024

2023

Cash ('£000)

1,742

935

Share price (pence)

6.35

6.75

Income ('£000)

61

51

Value of investments

1,653

9,458

 

 

The value of investments has reduced significantly in the year mainly due to the sale of Phase Focus Holdings (£2,502,000) and also the reduction in valuations of Kirkstall (£1,675,000) and Paraytec (£3,038,000).

 

Principal Risks and Uncertainties

Through its operations the Group is exposed to a number of risks. The Group's risk management objectives and policies are described in the Corporate Governance Statement. Braveheart is ensuring that all necessary steps have been taken to maintain the integrity of the Company's assets and the health and well-being of our employees. 

 

Section 172 Statement

 

Section 172 (1) of the Companies Act obliges the Directors to promote the success of the Company for the benefit of the Company's members as a whole. This section specifies that the Directors must act in good faith when promoting the success of the Company and in doing so, have regard (amongst other things) to:

 

a. the likely consequences of any decision in the long term,

b. the interests of the Company's employees,

c. the need to foster the Company's business relationship with suppliers, customers and others,

d. the impact of the Company's operations on the community and environment,

e. the desirability of the Company maintaining a reputation for high standards of business conduct, and

f. the need to act fairly between members of the Company.

 

The Board of Directors is collectively responsible for formulating the Company's strategy, which is to invest in businesses where prospects appear to be exceptional and deliver growth to its shareholders. Of course, the Board cannot predict the future but aims to make decisions that it considers are in the best interest of all shareholders at the time. In the period, the decision to sell its holding in Phasefocus Holdings Limited was such a decision, where the Board decided it was in the best interest of Braveheart to accept the terms offered by the buyer, rather than continue to hold shares with the likelihood that further investment in the business would be required.

 

The Board places equal importance on all shareholders and strives for transparent and effective external communications, within the regulatory confines of an AIM-listed company. The primary communication tool for regulatory matters and matters of material substance is through the Regulatory News Service ("RNS"). The Company's website is also updated regularly and provides further details on the business as well as links to helpful content such as our latest investor presentations.

 

Our employees are one of the primary assets of our business and will be critical to the future success of the Company. First and foremost, the Directors strive to ensure a safe working environment for all its staff and contractors, and we are proud of our safety achievements in 2023/24. We also seek to reward employees with remuneration packages which align the interests of the Company and its shareholders with those of the employees. Employees are also provided with challenging work and external training opportunities to ensure their continual development.

The Directors believe they have acted in the way they consider most likely to promote the success of the Company for the benefit of its members as a whole, as required by Section 172 (1) of the Companies Act 2006.

 

 

On behalf of the Board

Trevor E Brown

Chief Executive Officer

20 June 2024

 


 

 

Consolidated Statement of comprehensive INCOME for the year ended 31 March 2024

 


 


 

 


 

 

 

 


2024

2023

 


Notes

£

£

 





 

Revenue from contracts with customers

3

60,896

50,902

 

Change in fair value of investments

10

(2,257,293)

2,957,665

 

Impairment of investments

10

(4,847,349)

-

 

Profit on disposal of investments

10

1,304,035

170,576

 

Total income


(5,739,711)

3,179,143

 



 

 

 

Employee benefits expense

5

(594,234)

(556,146)

 

Other operating costs

7

(278,852)

(283,356)

 

Total operating costs

 

(873,086)

(839,502)

 





Impairment of loans in investment companies

13

(1,594,620)

-

Finance costs

6

(2,795)

(2,154)

 

Finance income

4

16,896

21,003

 

Total costs


(2,453,605)

(820,653)

 

 


 

 

 

(Loss)/ profit before tax


(8,193,316)

2,358,490

 

 


 

 

 

Tax

8

944,050

(773,652)

 





 

(Loss)/ profit from continuing operations


(7,249,266)

1,584,838

 

 


 

 

 

 


 

 

 

Total (loss)/ profit and total comprehensive loss for the year


(7,249,266)

1,584,838

 

 


 

 

 

Profit attributable to:




 

Equity holders of the parent


(7,249,266)

1,584,838

 



(7,249,266)

1,584,838

 





 

Earnings per share


Pence

Pence

 

- basic

9

(11.38)

2.68

 

- diluted

9

(11.38)

2.68

 





 

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

 

 



 

consolidated statement of financial position as at 31 March 2024 

 

 

 

 

 

 

2024

2023

 

Notes

£

£

ASSETS

 

 

 

Non-current assets

 



Property, plant and equipment

12

108

  418

Investments at fair value through profit or loss       

10

1,653,341

9,458,324

Debtors due in over one year

13

-

1,155,200

 

 

1,653,449

10,613,942

 

 

 

 

Current assets

 

 

 

Trade and other receivables

14

105,707

64,510

Cash and cash equivalents

15

1,742,315

934,861



1,848,022

999,371





Total assets


3,501,471

11,613,313

 

 

 

 

LIABILITIES




Current liabilities

 

 

 

Trade and other payables

16

(104,145)

(149,656)

 


(104,145)

(149,656)

 

Non-current liabilities

 

 

 

Deferred taxation

17

-

(944,050)

 

 

 

 

Total liabilities

 

(104,145)

(1,093,706)

 

 

 

 

Net assets


3,397,326

10,519,607


 

 

 

EQUITY

 

 

 

Called up share capital

18

1,274,469

1,274,469

Share premium reserve

18

5,370,711

5,370,711

Share based payment reserve


598,188

471,203

Retained earnings


(3,846,042)

3,403,224

Equity attributable to owners of the Parent

 

3,397,326

10,519,607

Total equity

 

3,397,326

10,519,607

 

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

 

 

 

 

 

 

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

 


 

 

 

 


 

 

 

 


 

2024

2023

 

 

 

£

£

Operating activities

 

 



(Loss)/ profit before tax



(8,193,316)

2,358,490

Adjustments to reconcile profit before tax to net cash flows from operating activities





Share based payment



126,985

219,223

Impairment of loans in investment companies



1,594,620

-

Decrease/ (increase) in the fair value movements of investments



2,257,293

(2,957,665)

Impairment of investments



4,847,349

-

Profit on disposal of equity investments



(1,304,035)

(170,576)

Depreciation and amortisation



310

378

Interest income



(16,896)

(21,003)

Increase in trade and other receivables



(44,015)

(194,728)

Decrease in trade and other payables



(21,309)

(2,305)

Cash flow used in operating activities


 

(753,014)

(768,186)






Investing activities





Proceeds from sale of investments



2,512,690

428,066

Purchase of investments



(532,516)

(1,529,127)

Loans to investments



(436,602)

-

Interest received



16,896

21,003

Net cash flow used in investing activities


 

1,560,468

(1,080,058)






Financing activities





Funds raised, net of share issue costs 



-

930,363

Net cash flow from financing activities


 

-

930,363






Net increase/ (decrease) in cash and cash equivalents



807,454

(917,881)

Cash and cash equivalents at the beginning of the year



934,861

1,852,742

Cash and cash equivalents at the end of the year


 

1,742,315

934,861






 

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

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

 

 

 

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


Called up Share Capital

Share Premium Reserve

Share based payment Reserve

Retained Earnings/ (Deficit)

Total

 

Total Equity

GROUP

£

£

£

£

£

 

£

At 1 April 2022 restated

1,044,807

4,371,343

309,835

1,760,531

7,486,516

 

7,486,516

Profit and total comprehensive profit for the year

Allotment of shares

-

229,662

-

1,034,118

-

-

1,584,838

-

1,584,838

1,263,780


1,584,838

1,263,780

Cost of shares issued

-

(34,750)

-

-

(34,750)


(34,750)

Share based payments

-

-

219,223

-

219,223


219,223

Transfer to retained earnings - surrender of options

-

-

(57,855)

57,855

-


-

Transactions with owners, recognised directly in equity

229,662

999,368

161,368

1,642,693

3,033,091


3,033,091

At 31 March 2023

1,274,469

5,370,711

471,203

3,403,224

10,519,607

 

10,519,607

Profit and total comprehensive profit for the year

-

 

-

 

-

 

(7,249,266)

 

(7,249,266)

 


(7,249,266)

 

Share based payments

-

-

126,985

-

126,985


126,985

Transactions with owners, recognised directly in equity

-

-

126,985

(7,249,266)

(7,122,281)


(7,122,281)

At 31 March 2024

1,274,469

5,370,711

598,188

(3,846,042)

3,397,326

 

3,397,326









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

 

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

 

1 Corporate information

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

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

 

2 Accounting policies

(a) Basis of preparation

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

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

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

 

(b) Investment policy

 

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

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

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

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

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

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

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

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

 

(c) Going Concern

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

 

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

 

(d) Changes in accounting policy and disclosures

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

 

(e) New standards and interpretations not yet effective

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

 

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

 

New Standards

Effective Date

IAS 1 Amendments - Presentation and Classification of Liabilities as Current or Non current

1 January 2024

IAS 1 Amendments - Non-current liabilities with covenants

1 January 2024

IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: - Supplier Finance Arrangements

1 January 2024

 

 

(f) Basis of consolidation

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

-      Subsidiaries

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

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

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

Acquisition-related costs are expensed as incurred.

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

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

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

·    Investment managers - Consolidated                

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

·      General Partners (GPs) - Consolidated

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

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

 

(g) Use of estimates and assumptions

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

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

-      Assessment as an investment entity

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

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

 

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

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

-      Fair value of unquoted investments - see note 10

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

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

-     Share-based payments

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

 

(h)  Revenue recognition and segmental reporting

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

 

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

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

 

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

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

(i) Taxation                                                                                                                                                                               

The tax expense represents the sum of the tax currently payable.  Current tax is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expenses that are deductible in other years and it further excludes items that are never taxable or deductible.  The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

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

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

reverse in the foreseeable future.  Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.  Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised using tax rates and laws that have been enacted or substantively enacted by the reporting date.

(j) Tangible assets

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

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

 

Furniture, fittings and office equipment                   over three years

 

(k) Financial assets

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

-      Impairments       

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

-      Investments at fair value through profit or loss         

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

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

 

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

 

 

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

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

 

-       Price of recent investment

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

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

 

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

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

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

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

 

 

-       Other valuation techniques

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

 

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

 

-       No reliable estimate

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

 

-       Loans and receivables

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

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

-       Trade receivables

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

 

-       Cash and cash equivalents

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

 

(l) Financial liabilities

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

 

(m) The Company's investment in its subsidiaries

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

 

(n) Equity

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

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

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

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

The Group's capital management objectives are:

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

·      to ensure a sufficient cash balance is maintained; and

·      to maximise returns to shareholders.

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

 

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

 

(o) Share-based payments

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

 

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

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

 

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

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

 

 (p) Pensions

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

 

 (q) Foreign currency

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

 

(r) Earnings per share

Basic earnings per share is calculated by dividing:

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

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

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

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

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

(s) Segmental Reporting

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

 

3 Revenue from contracts with customers

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




 

 

 




 

Group

2024

Group

2023




 

£

£

Investment management



40,000

15,000

Monitoring fees



3,600

3,600

Consultancy



17,296

32,302





60,896

50,902

 

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

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

 

Investment management

Monitoring fee

Consultancy

Total

2024

 

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition

 

 

 

 

 

At a point in time

 

 

3,600

-

3,600

Over time

40,000

 

-

17,296

57,296

 

40,000

 

3,600

17,296

60,896

2023

 

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition

 

 

 

 

 

At a point in time

 

 

3,600

-

3,600

Over time

15,000

 

-

32,302

47,302

 

15,000

 

3,600

32,302

50,902

 

 

4 Finance income


 

 

 

Group

 

Group

 

 

 

2024

2023

 

 

 

£

£

Bank interest receivable



16,896

21,003




16,896

21,003

 

 

5 Employee benefits expense



 

 

 

 



Company

2024

Company

2023

Group

2024

Group

2023



£

£

£

£

Salaries


427,451

306,481

427,451

306,481

Social security costs


32,018

24,568

32,018

24,568

Pension costs


7,780

5,874

7,780

5,874

Share based payments


126,985

219,223

126,985

219,223



594,234

556,146

594,234

556,146

 

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

 

 

 

 

 

2024

 

2023

 

 

 

 

£

£

Short-term employee benefits




347,452

299,814

Social security costs




22,232

23,753





369,684

323,567







Post-employment benefit




5,380

5,674

Share-based payments




126,985

219,223





502,049

548,464

 

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

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

 

6 Finance costs

 

 

 

 

Group

Group

 

2024

2023

 

£

£

Bank charges

2,795

2,154

 

 

7 Expenses by nature

 

 

 

 

Group

Group


The following have been charged in arriving at operating loss:

2024

2023

 

£

£

Depreciation and amortisation             

310

378

Auditor's remuneration:

Audit services

   - Fees payable for the audit of the consolidation and the parent company accounts

63,450

56,700

Legal, professional and consultancy costs

42,986

49,605

Stockbroker costs

65,525

76,250

Other expenses

106,581

100,423

Total

278,852

283,356

 

 

8 Tax on profit on ordinary activities

 

No liability to UK corporation tax arose on ordinary activities for the year ended 31 March 2024 or for the year ended 31 March 2023.

 

 

 

 

 

 

 

Group

Group

 

 

2024

2023

Reconciliation of total tax:

 

£

£

(Loss)/ profit before tax


(8,193,316)

2,358,490





Tax at the statutory rate of 25% (2023: 19%)


(2,048,329)

448,113

Disallowed expenses


431,762

43,288

Capital allowances in excess of depreciation


78

72

Unrealised loss/ (gain) on the fair value movement of investments


1,468,112

(561,705)

Share scheme deduction


-

(3,047)

Other non-reversing timing differences


(944,050)

773,652

Tax losses carried forward


148,377

73,279

Total tax reported in the statement of comprehensive income


(944,050)

773,652

 

  The Group has potential cumulative unrecognised deferred tax assets in respect of:

·      excess management expenses of £1,430,874 (2023: £843,506) arising from Braveheart Investment Group plc; and

·      excess management expenses of £559,199 (2023: £558,768) arising from Caledonia Portfolio Realisations Limited.

·      excess trading loss of £12,564 (2023: £5,701) arising from The Ridings Early Growth Investment Company Limited.

 

From April 2023, the corporation tax rate increased from 19% to 25%.

 

No deferred tax assets have been recognised in respect of these amounts as it is uncertain that there will be suitable taxable profits from which the future reversal of the deferred tax could be deducted.

 

9 Earnings per share

Basic earnings per share has been calculated by dividing the profit attributable to equity holders of the parent by the weighted average number of ordinary shares in issue during the year.

The calculations of profit per share are based on the following profit and numbers of shares in issue:

 

 

 

 

  2024

  2023


£

£

(Loss)/ profit for the year

(7,249,266)

1,584,838




Weighted average number of ordinary shares in issue:

No.

No.

For basic profit per ordinary share

63,723,489

59,104,950

Potentially dilutive ordinary shares

-

-

For diluted earnings per ordinary share

63,723,489

59,104,950

 

Earnings per share


Pence

Pence

- basic

9

(11.38)

2.68

- diluted

9

(11.38)

2.68

 

Dilutive earnings per share adjusts for share options granted where the exercise price is less than the average price of the ordinary shares during the period.  At the current year end there were Nil (2023: Nil) potentially dilutive ordinary shares.

The diluted earnings per Ordinary Share is calculated by adjusting the weighted average number of Ordinary shares outstanding to consider the impact of options, warrants and other dilutive securities.

 

10 Investments at fair value through profit or loss


Level 1

Level 2

Level 3


GROUP

£

£

£

£

£

£

At 1 April 2022

1,133,854

-

-

3,803,301

-

4,937,155

Additions at Cost

1,177,139

-

-

650,656

-

1,827,795

Disposals at Cost

(257,490)

-

-

-

-

(257,490)

Amount owed to creditors

-

-

-

(6,801)

-

(6,801)

Change in Fair Value

(41,626)

-

-

2,999,291

-

2,957,665

At 1 April 2023

2,011,877

-

-

7,446,447

-

9,458,324

Additions at Cost

382,516

-

-

150,000

-

532,516

Disposals at Cost

(296,384)

-

-

(912,272)

-

(1,208,656)

Amount owed to creditors

-

-

-

(24,201)

-

(24,201)

Change in Fair Value

(483,914)

-

-

(1,773,379)

-

(2,257,293)

Impairment

-

-

-

(4,847,349)

-

(4,847,349)

At 31 March 2024

1,614,095

-

-

39,246

-

1,653,341

 

Included in the balance above are investments that would be owed to the British Business Bank through the Revenue Share Agreement. At the year end, an amount of £41 would be due to the British Business Bank on disposal. This liability is shown in the accounts within other creditors.

 


Level 1

Level 2

Level 3


COMPANY

£

£

£

£

£

£

At 1 April 2022

1,133,854

-

-

3,758,693

-

4,892,547

Additions at Cost

1,177,139

-

-

650,717

-

1,827,856

Disposal at Cost

(257,490)

-

-

-

-

(257,490)

Change in Fair Value

(41,626)

-

-

3,002,195

-

2,960,569

At 31 March 2023

2,011,877

-

-

7,411,605

-

9,423,482

Additions at Cost

382,516

-

-

150,000

-

532,516

Disposal at Cost

(296,384)

-

-

(912,272)

-

(1,208,656)

Change in Fair Value

(483,914)

-

-

(1,762,756)

-

(2,246,670)

Impairment

-

-

-

(4,847,349)

-

(4,847,349)

At 31 March 2024

1,614,095

-

-

39,228

-

1,653,323

 

As at 31 March 2024, the group total value of investments in companies was £1,653,341 (2023: £9,458,324).

The group total change in fair value during the year was a loss of £2,257,293 (2023: profit £2,957,665). There were impairments to investments in the year of £4,847,349 (2023: £Nil).

 

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

 

After initial recognition the fair value of listed investments is determined by reference to bid prices at the close of business on the reporting date. Unlisted equity investments are measured at fair value by the directors in compliance with the principles of the International Private Equity and Venture Capital Guidelines, updated and effective December 2015, as recommended by the European Venture Capital Association. The fair value of unlisted equity investments is determined using the most appropriate of the valuation methodologies set out in the guidelines. These include using recent arm's length market transactions; reference to the current market value of another instrument, which is substantially the same; earnings or profit multiples; indicative offers; discounted cash flow analysis and pricing models.

The Group classifies its investments using a fair value hierarchy. Classification within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant investment as follows:

·      Level 1 - valued using quoted prices in active markets for identical assets;

·      Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1; and

·      Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.

The fair values of quoted investments are based on bid prices in an active market at the reporting date. All unquoted investments have been classified as Level 3 within the fair value hierarchy, their respective valuations having been calculated using a number of valuation techniques and assumptions, notwithstanding that the basis of the valuation methodology preferred by the Group is 'price of most recent investment'.  To reflect the potential impact of alternative assumptions and a lack of liquidity in these holdings, a discount has been applied to all Level 3 valuations. When using the DCF valuation method, reasonably possible alternative assumptions could have a material effect on the fair valuation of investments.

 

The methodologies used in the year for level 3 investments are broken down as follows:

Methodology

Description

Inputs

Adjustments

 % of portfolio valued on this basis

Fund Raising

Used for unquoted investments where there has been a funding round, generally within the last twelve months

The price of the most recent investment

A liquidity discount is applied, typically 15%. Where last funding round is greater than twelve months then further discounts ranging between 0% and 100% are applied.

100%

Debt/Loan notes

Loan investments

The fair value of debt investment is deemed to be cost less any impairment provision

Impairment provision if deemed necessary

0%

Discounted cash flow and revenue multiples

Used for companies with long-term cash flows and having comparable transactions/ companies in the listed segment

Long term cash flows are discounted at a rate considered appropriate for the business, typically 25%. Revenue multiples are typically 5 to 10 times of forward looking revenue.

A liquidity discount is applied, typically 20%

0.0%

 

Change in fair value in the year:

 

 

Group

2024

 

Group

2023

 


 

£

£

 

Fair value gains

 

131,150

4,722,538

 

Fair value losses

 

(2,388,443)

(1,764,873)

 


 

(2,257,293)

2,957,665

 









The gain in the year came from the uplift of the valuation in Autins. The main reasons for the fair value losses were due to the disposal in Phase Focus Holdings (£1,740,000) and the reduction in value in Aukett (£506,000), Imaging Scan (£66,000), Velocity Composites (£44,000), Ryboquin (£3,000) and Dimensional Imaging (£29,000).

Details of investments where the nominal value of the holding in the undertaking is 20% or more of any class of share are as follows:

Caledonia Portfolio Realisations Limited ('CPR') holds a 20% aggregate shareholding in Verbalis Limited ('Verbalis'), a design and production of automated language translation systems company. Neither CPR nor the Company is represented on the Board or within management of Verbalis and in the opinion of the directors, this shareholding does not entitle the Company to exert a significant or dominant influence over Verbalis. The carrying value of Verbalis is £nil (2023: £nil).

The Company holds a 100% aggregate holding in Paraytec Limited, which develops high performance specialist detectors for the analytical and life sciences instrumentation market. The valuation of Paraytec has been reviewed and, for the reasons are detailed in the CEO statement the valuation of Braveheart's investment has been impaired to zero. The Company is represented on the board. The carrying value of Paraytec £Nil (2023: £3,038,625). 

The Company holds a 86% aggregate holding in Kirkstall Limited, a biotechnology company which developed a system of interconnected chambers for cell and tissue culture in laboratories. The valuation of Kirkstall has been reviewed and, for the reasons are detailed in the CEO statement the valuation of Braveheart's investment has been impaired to zero. The Company is represented on the Board. The carrying value of Kirkstall is £Nil (2023: £1,674,845). 

 

The Company holds a 38% aggregate holding on Sentinel Medical Limited, this company is developing a point of care diagnostic device for bladder cancer detection and monitoring. The Company is represented on the Board and in the opinion of the directors, this shareholding nor the representative entitles the Company to exert a significant or dominant influence over Sentinel. The carrying value of Sentinel is £33 (2023: £33).

 

The Company holds a 38.65% aggregate holding in KDS Architecture Limited, a company which provides architectural services. The Company is not represented on the Board or within management of KDS Architecture and in the opinion of the directors, this shareholding does not entitle the Company to exert a significant or dominant influence over KDS Architecture. The carrying value of KDS Architecture is £Nil (2023: £76,074).

 

The registered addresses for these entities are as follows:

Verbalis Limited                           Frostineb Cottage, Fala, Pathhead, Midlothian, Scotland, EH37 5TB

Paraytec Limited                          York House, Outgang Lane, Osbaldwick, York, England, YO19 5UP

Kirkstall Limited                           York House, Outgang Lane, Osbaldwick, York, England, YO19 5UP

Sentinel Medical Limited             York House, Outgang Lane, Osbaldwick, York, England, YO19 5UP

KDS Architecture Limited              42 Lytton Road, Barnet, England, EN5 5BY

 

11 Investment in subsidiaries

The Company has the following interests in subsidiary undertakings:

Name

Country of Incorporation

Nature of Business

% Interest





Caledonia Portfolio Realisations Limited (i)

Scotland

Investment management

100%

Braveheart Academic Seed Funding GP Limited (i)

England

Investment management

100%

Ridings Holdings Limited (i)

England

Investment management

100%

The Ridings Early Growth Investment Company Limited (ii)

England

Investment management

100%

Paraytec Limited (iii)

England

Development of high performance specialist detectors

100%

Kirkstall Limited (iii)

England

Biotechnology

86%

Combrook Holdings

England

Investment management

60%

 

(i) Direct subsidiary of Braveheart Investment Group plc

(ii) Indirect subsidiary of Braveheart Investment Group plc

(iii) Not consolidated




 

 

Group entities act as General Partner to, and have an interest in, the following limited partnerships:

Name

Place of

Business

% Interest




Lachesis Seed Fund

England

0%

 

The registered addresses for the subsidiary undertakings are as follows:

Caledonia Portfolio Realisations Limited                                             1 George Square, Glasgow, Scotland, G2 1AL

Braveheart Academic Seed Funding GP Limited                                  One Fleet Place, London, EC4M 7WS

Ridings Holdings Limited                                                                      One Fleet Place, London, EC4M 7WS

The Ridings Early Growth Investment Company Limited                     One Fleet Place, London, EC4M 7WS

Paraytec Limited                                                                                   York House, Outgang Lane, Osbaldwick, York, North Yorkshire, YO19 5UP

Kirkstall Limited                                                                                    York House, Outgang Lane, Osbaldwick, York, North Yorkshire, YO19 5UP

Combrook Holdings Limited                                                                   Old Linen Court, 83-85 Shambles Street, Barnsley, South Yorkshire, England,

                                                                S70 2SB  

 

12 Property, plant and equipment

GROUP

Furniture, fittings and equipment

Total


£

£

Cost - At 31 March 2022

1,135

1,135

Additions

-

-

Cost - At 31 March 2023

1,135

1,135

Additions

-

-

Cost - At 31 March 2024

1,135

1,135

Depreciation - At 31 March 2022

339

339

Depreciation

378

378

Depreciation - 31 March 2023

717

717

Depreciation

310

310

Depreciation - 31 March 2024

1,027

1,027

Net Book Value - At 1 April 2024

108

108

 



Net Book Value - At 1 April 2023

418

418

 

COMPANY

 

Furniture, fittings and equipment

Total


 

£

£

Cost - At 31 March 2022

 

1,135

1,135

Additions


-

-

Cost - At 31 March 2023


1,135

1,135

Additions


-

-

Cost - At 31 March 2024

 

1,135

1,135

Depreciation - 31 March 2022


339

339

Depreciation


378

378

Depreciation - 31 March 2023

 

717

717

Depreciation


310

310

Depreciation - 31 March 2023

 

1,027

1,027

Net Book Value - At 1 April 2024

 

108

108

 




Net Book Value - At 1 April 2023

 

418

418

 

13 Debtors due in over one year

 

 

 

 

 

 

Group

Group

Company

Company

 

2024

2023

2024

2023


£

£

£

£

Amounts due from investment companies

-

1,155,200

-

1,155,200


-

1,155,200

-

1,155,200

 

During the year, the Board had concluded that Paraytec's short-term prospects have reduced and it no longer believes that Braveheart's outstanding loans to Paraytec will be repaid in the short-term. A decision has therefore been made to write down the value of the Company's  loan receivable in Paraytec to £Nil.

 

14 Trade and other receivables

 

 

 

 

 

 

Group

Group

Company

Company

 

2024

2023

2024

2023


£

£

£

£

Trade receivables

31,899

31,126

-

2,471

Prepayments and accrued income

73,808

22,632

73,808

22,632

Amounts due from related parties

-

-

5,331

111,132

Amounts due from investment companies

-

10,752

-

10,752


105,707

64,510

79,139

146,987






As trade receivables are generally of short-term maturity, the directors consider the carrying amounts to approximate their fair value. All receivables are non-interest bearing and unsecured. 

 

15 Cash and cash equivalents

 

 

 

 

 

 

Group

Group

Company

Company

 

2024

2023

2024

2023


£

£

£

£

Cash at bank and on hand

1,742,315

934,861

1,736,428

684,532

Cash balances are held with HSBC Bank plc and earn interest at floating rates based on daily bank deposit rates.

16 Trade and other payables

 

 

 

 

 

 

Group

Group

Company

Company

 

2024

2023

2024

2023


£

£

£

£

Trade payables

8,862

15,833

8,862

15,833

Amounts due to related parties

-

-

168,968

30,472

Other taxes and social security

15,061

32,093

13,994

30,968

Accruals and other creditors

80,222

101,730

73,977

71,284


104,145

149,656

265,801

148,557

 

Due to the short-term maturity of trade payables, the directors consider the carrying amounts to approximate their fair value. Trade payables are non-interest bearing and are normally settled on 30-day terms.

 

17 Deferred tax

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

 

Balances

Group

Group

Company

Company

 

2024

2023

2024

2023


£

£

£

£

Non current asset investment timing differences

-

944,050

-

944,050


-

944,050

-

944,050

 

Movements in the year

 

 

 

Group

Company




£

£

Liability at 1 April 2023



944,050

944,050

Charge to profit and loss



(944,050)

(944,050)

Liability at 31 March 2024



-

-

 

All deferred tax liabilities will be settled, in greater than one year.

 

18 Share capital



2024

2023

 


£

£

Authorised




68,674,431 ordinary shares of 2 pence each

(2023: 68,674,431 ordinary shares of 2 pence each)


1,373,489

1,373,489

 


 

 

Allotted, called up and fully paid




63,723,489 ordinary shares of 2 pence each

(2023: 63,723,489 ordinary shares of 2 pence each)


1,274,469

1,274,469

 

The Company has one class of ordinary shares. All shares carry equal voting rights, equal rights to income and distribution of assets on liquidation or otherwise, and no right to fixed income. 

Reconciliation of movements during the year

 


Share Premium

Share Capital

At 1 April 2023


5,370,711

1,274,469

Issue of fully paid shares


-

-

Cost of shares issued


-

-

At 31 March 2024

 

5,370,711

1,274,469

 

Reconciliation of share movements during the year

At 1 April 2023



63,723,489

Issue of fully paid shares



-

At 31 March 2024

 

 

63,723,489

 

19 Share-based payments          

Share Option Scheme

On 17 December 2020, the company created a share scheme in order to provide a long term incentive plan for the directors, employees and consultants of the group "the Share Option Plan".

2020 Award

On 17 December 2020 a number of directors, employees and consultants were awarded 2,350,000 shares at an exercise price of £0.17. There were no conditions attached to these and they expire 10 years from the date of grant. The share based payment was worked out on the Black Scholes model. The following information is relevant in the determination of the fair value of options granted under the 2020 award.

 

Grant date                                                              17/12/2020

Number of awards                                                 2,350,000

Share price                                                              £0.17

Exercise price                                                          £0.17

Expected dividend yield                                          -

Expected volatility                                                  171.74%

Risk free rate                                                          0.40%

Vesting period                                                        10 years

Expected life (from date of grant)                         1.5 years

 

The share based payment charge for the year ended 31 March 2024 was £Nil (2023: £Nil).

 

2021 Award

On 13 October 2021 two directors were awarded 3,500,000 shares at an exercise price of £0.315. The options vest on 14 October 2022 and are exercisable up to 14 October 2031.  The options are also subject to performance criteria under which the options can only be exercised if the average share price over a 30 consecutive calendar day period has been 20 per cent. higher than the option exercise price. The share based payment was worked out on the Monte Carlo model. The following information is relevant in the determination of the fair value of options granted under the 2020 award.

 

Grant date                                                              14/10/2021

Number of awards                                                 3,500,000

Share price                                                              £0.315

Exercise price                                                          £0.315

Expected dividend yield                                          -

Expected volatility                                                  69.27%

Risk free rate                                                          0.372%

Vesting period                                                        10 years

Expected life (from date of grant)                         1 year

 

On 9 May 2022, 1,500,000 were cancelled and replaced with shares under new conditions.  The exercise price of the New Options is 14p, being the closing mid-market price of an Ordinary Share on 6 May 2022, the latest practicable date prior to the date of grant. The New Options will vest from 9 May 2023 and be exercisable up to 9 May 2032, subject to continued employment and an additional performance related criteria that the closing price of an Ordinary Share must exceed 31.5p, being the exercise price of the Historic Options, for 10 days within any period of 30 days. The share based payment was worked out under the Monte Carlo model and didn't result in a share based payment charge.

 

The share based payment charge for the year ended 31 March 2024 was £81,289 (2023: £208,645).

 

2023 Award

On 27 March 2023, a further 2,500,000 were granted to two board members and could be vested over the next 12 months, once certain performance criteria were met. As these were market related, the Monte Carlo model was used. A further 450,000 shares were granted to two board members and one other person not on the board. There were no performance conditions attached to these options.

The following information is relevant in the determination of the fair value of options granted under the 2020 award.

 

                                                                                Shares with options                                Shares without options

Grant date                                                              27/03/2023                                             27/03/2023

Number of awards                                                 2,500,000                                                450,000

Share price                                                              £0.078                                                     £0.078

Exercise price                                                          £0.078                                                     £0.078

Expected dividend yield                                          -                                                               -

Expected volatility                                                  50.91%                                                    50.91%

Risk free rate                                                          5.10%                                                      5.10%

Vesting period                                                        10 years                                                  10 years

Expected life (from date of grant)                         1.5 years                                                 1.5 years

 

The share based payment charge for the year ended 31 March 2024 was £45,696 (2023: £10,578)

The total share based payment charge for all schemes in the year was £126,985 (2023: £219,223)

 

Share Options arising from the New Scheme

The current year movement in Share Options is summarised below:


Date of Grant

At 1

April

 2023

No of Options granted in year

No of Options exercised in year

No of Options lapsed in year

At 31 March 2024

Exercise Price

Date first

exercisable

Expiry date

Employment Options granted












17 Dec 2020

1,096,000

-

-

-

1,096,000

£0.17

17 Dec 2020

16 Dec 2030


14 Oct 2021

2,976,192

-

-

-

2,976,192

£0.315

14 Oct 2022

14 Oct 2031


27 Mar 2023

2,900,000

-

-

-

2,900,000

£0.0775

27 Mar 2024

27 Mar 2033


27 Mar 2023

50,000

-

-

-

50,000

£0.0775

27 Mar 2023

27 Mar 2033



7,022,192

-

-

-

7,022,192















The weighted average price was £0.19 (2023: £0.19). At the year end, the number of exercisable shares were 7,022,192 (2023: 7,022,192) with a weighted life of 8.02 years (2023: 9.02 years).

The previous year movement in Share Options is summarised below:


Date of Grant

At 1

April

 2022

No of Options granted in year

No of Options exercised in year

No of Options lapsed in year

At 31 March 2023

Exercise Price

Date first

exercisable

Expiry date

Employment Options granted












17 Dec 2020

1,096,000

-

-

-

1,096,000

£0.17

17 Dec 2020

16 Dec 2030


14 Oct 2021

3,500,000


-

(523,808)

2,976,192

£0.315

14 Oct 2022

14 Oct 2031


27 Mar 2023

-

2,900,000

-

-

2,900,000

£0.0775

27 Mar 2024

27 Mar 2033


27 Mar 2023

-

50,000

-

-

50,000

£0.0775

27 Mar 2023

27 Mar 2033



4,596,000

2,950,000

-

(523,808)

7,022,192















 

The charge made in respect of the fair value of options granted was:

 

 

 2024

 2023

 

 

£

£

Expense arising from equity-settled share-based payments transactions


126,985

219,223

 

                                                               

20 Related party disclosures

Trade and other receivables (note 14) include the following amounts due from subsidiary undertakings:

 

 



 

2024

£

 

 2023

£

The Ridings Early Growth Investment Company Limited



-

105,504

Braveheart Academic Seed Funding



5,331

5,628




5,331

111,132

 

Trade and other payables (note 16) include the following amounts due to subsidiary undertakings:

 

 



 2024

£

 2023

£

Ridings Holdings Limited



119,412

30,412

Caledonia Portfolio Realisations



15,000

-

The Ridings Early Growth Investment Company Limited



34,496

-

Combrook Holdings Limited



60

60




168,968

30,472

 

All above amounts are unsecured, interest free and repayable on demand. Transactions between the Company and its subsidiaries are eliminated on consolidation.

The Directors have agreed that, while amounts due to Group companies are included in trade and other payables due within one year as they are technically payable on demand, payment of these amounts will not be required unless the company is able to do so.

During the year, Braveheart charged the Ridings Early Growth Investment Company Ltd £Nil (2023: £Nil) in respect of a management charge. During the year, Braveheart Investment Group Plc generated revenue of £17,296 (2023: £32,302) from The Lachesis Seed Fund Limited Partnership, a General Partner that the group have an interest in.

During the year, Braveheart charged Kirkstall Limited £26,667 (2023: £15,000) in respect of a management charge.  The balance owed to Braveheart at year end was £164,354 (2023: £10,752) although this was impaired to £Nil at the year end.  During the year, the Board had concluded that Kirkstall's short-term prospects have reduced and it no longer believes that Braveheart's outstanding loans to Kirkstall will be repaid in the short-term. A decision has therefore been made to write down the value of the Company's  loan receivable in Kirkstall to £Nil.

During the year, Braveheart charged Paraytec Limited £13,333 (2023: £Nil) in respect of a management charge. At the year end, Paraytec owed Braveheart £1,438,200 (2023: £1,155,200). During the year, the Board had concluded that Paraytec's short-term prospects have reduced and it no longer believes that Braveheart's outstanding loans to Paraytec will be repaid in the short-term. A decision has therefore been made to write down the value of the Company's loan receivable in Paraytec to £Nil.

 

Non-Executive Director, Qu Li, is also a Director and major shareholder of Agile Impact Capital Ltd. During the year Agile Capital Impact Ltd charged the Braveheart Investment Group plc a total of £35,118 (2023: £31,750) in respect of services provided by Dr Li. The balance outstanding at year end was £Nil (2023: £3,300).

 

21 Financial risk management objectives and policies (Group and Company)

The Group and Company's financial instruments comprise investments designated at fair value through profit or loss, cash and various items such as trade and other receivables, and trade and other payables, all of which arise directly from its normal operations. 

The carrying values of all of the Group and Company's financial instruments approximate their fair values at 31 March 2024 and 31 March 2023. The Accounting Policies described in note 2 outlines how the financial instruments are measured.

An analysis of the statement of financial position, relevant to an analysis of risk management, is as follows:

 


Financial instruments

 

 


Designated at fair value though profit or loss

Loans and receivables at amortised cost

Non-financial assets & financial assets outside the scope of IFRS 9

Total


£

£

£

£

GROUP





2024





Investments

1,653,341

-

-

1,653,341

Trade and other receivables

-

20,071

85,636

105,707

Cash and cash equivalents

-

1,742,315

-

1,742,315

 

1,653,341

1,762,386

85,636

3,501,363

 





2023





Investments

9,458,324

-

-

9,458,324

Trade and other receivables

-

1,197,078

22,632

1,219,710

Cash and cash equivalents

-

934,861

-

934,861


9,458,324

2,131,939

22,632

11,612,895

 

COMPANY





2024





Investments

1,653,323

-

-

1,653,323

Trade and other receivables

-

20,071

59,068

79,139

Cash and cash equivalents

-

1,736,428

-

1,736,428


1,653,323

1,756,499

59,068

3,468,890






2023





Investments

9,423,482

-

-

9,423,482

Trade and other receivables

-

1,279,555

22,632

1,302,187

Cash and cash equivalents

-

684,532

-

684,532

 

9,423,482

1,964,087

22,632

11,410,201

 

 

 

 

 

 

 

 

 


 

 

 

 

 

21 Financial risk management objectives and policies (Group and Company) (continued)

 

 



Other financial liabilities at amortised cost

Financial liabilities at fair value

Total



£

£

£

GROUP





2024





Trade and other payables


104,145

-

104,145

Borrowings


-

-

-

 


104,145

-

104,145

 





2023





Trade and other payables


149,656

-

149,656

Borrowings


-

-

-

 


149,656

-

149,656

 





COMPANY





2024





Trade and other payables


265,801

-

265,801



265,801

-

265,801

 





2023





Trade and other payables


148,557

-

148,557



148,557

-

148,557

 

One of the Group's principal objectives and policies is to achieve income and capital gains through investment in equity shares in a portfolio of UK companies, the majority of which are unlisted.

Through its normal operations the Group is exposed to a number of financial risks, namely credit risk, liquidity risk and market risk. The Board reviews and agrees policies for managing each of these risks as summarised below.

 

Credit risk

Credit risk arises from the exposure to the risk of loss if the counterparty fails to perform its financial obligations to the Group. The Group's financial assets predominantly comprise investments designated at fair value through profit or loss, and cash.  In accordance with its Investment Policy, the Group seeks to manage credit risk related to its investments through detailed investment selection criteria and diversification and by placing limits on individual investments. In accordance with its Treasury Policy, the Group seeks to mitigate this risk on cash by placing funds only with banks with high credit-ratings assigned by international credit-rating agencies.

The Group has no significant concentration of credit risk within any of its other financial assets.  Included within such other financial assets are balances which are past due at the reporting date for which the Group has not provided as there has not been a significant change in their credit quality and which the Group believes are fully recoverable. The age profile of the Group and Company's other financial assets is as follows:

 

 


Neither past due nor impaired

Less than 3 months

3 to 12 months

More than 1 year

Total



£

£

£

£

£

GROUP







2024







Trade receivables


8,199

-

1,800

21,900

31,899

Other receivables


73,808

-

-

-

73,808

 


82,007

-

1,800

21,900

105,707

 







2023







Trade receivables


5,355

5,071

2,400

18,300

31,126

Other receivables


1,188,584

-

-

-

1,188,584

 


1,193,939

5,071

2,400

18,300

1,219,710








COMPANY







2024







Trade receivables


-

-

-

-

-

Other receivables


73,808

-

-

-

73,808

Amounts due from related parties


5,331

-

-

-

5,331

Amounts due from investment companies


-

-

-

-

-

 


79,139

-

-

-

79,139

 







2023







Trade receivables


2,471

-

-

-

2,471

Other receivables


22,632

-

-

-

22,632

Amounts due from related parties


111,132

-

-

-

111,132

Amounts due from investment companies


1,165,952

-

-

-

1,165,952

 


1,302,187

-

-

-

1,302,187








 

The Group considers its exposure to credit risk is negligible. The Group's bank balance of £1,742,315 at the year-end is held in a bank with a high credit rating and the trade and other receivables of £105,707 are closely monitored as part of the credit control process. 

 

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

The Group seeks to manage its liquidity risk by holding sufficient cash reserves to meet foreseeable needs, and by investing cash assets safely. The Group continuously monitors rolling cash flow forecasts to ensure sufficient cash is available for anticipated cash requirements and, in accordance with its Treasury Policy, the Group only invests cash assets with reputable counterparties.

 

The maturity profile of the Group and Company's financial liabilities is as follows:

 

On demand

Less than 3 months

3 to 12 months

More than 1 year

Total


£

£

£

£

£

GROUP






2024






Trade and other payables

102,782

925

438

-

104,145

 

102,782

925

438

-

104,145

 





2023






Trade and other payables

144,362

4,159

1,135

-

149,656

 

144,362

4,159

1,135

-

149,656

 

COMPANY






2024






Trade and other payables

95,470

925

438

-

96,833

Amounts due to related parties

168,968

-

-

-

168,968

 

264,438

925

438

-

265,801

 






2023






Trade and other payables

112,791

4,159

1,135

-

118,085

Amounts due to related parties

30,472

-

-

-

30,472

 

143,263

4,159

1,135

-

148,557

 






 

Market Risk

Market risk is the risk that changes in market conditions such as equity prices, interest rates and foreign exchange rates will have an adverse impact on the Group's financial position or results.

Equity price risk

The Group is exposed to equity price risk due to uncertainties about future values of its portfolio of listed and unlisted equity investments. The Group manages such equity price risk in a similar way to credit risk through detailed investment selection criteria and diversification and by placing limits on individual investments. Investments are monitored carefully and the Board reviews the portfolio on a regular basis.

 

Interest rate risk

The Group finances its operations through equity funding as opposed to debt and therefore minimises its exposure to interest rate risks.  The Group and Company's financial instruments are non-interest bearing, with the exception of loan notes which attract fixed rate interest, and cash balances which attract variable interest rates determined with reference to the bank interest rate.

The interest rate profile of the Group and Company's financial instruments is as follows:

 


Fixed Rate

Variable Rate

Interest free

Total

GROUP

£

£

£

£

2024





Financial assets





Investments: equity

-

-

1,653,341

1,653,341

Cash and cash equivalents

-

1,742,315

-

1,742,315

Other financial assets

-

-

105,707

105,707


-

1,742,315

1,759,048

3,501,363






Financial liabilities





Other financial liabilities

-

-

104,145

104,145

 

-

-

104,145

104,145

 





2023





Financial assets





Investments: equity

-

-

9,458,324

9,458,324

Cash and cash equivalents

-

934,861

-

934,861

Other financial assets

-

-

1,219,710

1,219,710


-

934,861

10,678,034

11,612,895






Financial liabilities





Other financial liabilities

-

-

149,656

149,656

 

-

-

149,656

149,656

 

Interest rate risk

 


Fixed Rate

Variable Rate

Interest free

Total

COMPANY

£

£

£

£

2024





Financial assets





Investments: equity

-

-

1,653,323

1,653,323

Cash and cash equivalents

-

1,736,428

-

1,736,428

Other financial assets

-

-

79,139

79,139


-

1,736,428

1,732,462

3,468,890

 

Financial liabilities





Other financial liabilities

-

-

265,801

265,801

 

-

-

265,801

265,801

 





2023





Financial assets





Investments: equity

-

-

9,423,482

9,423,482

Cash and cash equivalents

-

684,532

-

684,532

Other financial assets

-

-

1,302,187

1,302,187


-

684,532

10,725,669

11,410,201

 

Financial liabilities





Other financial liabilities

-

-

148,557

148,557

 

-

-

148,557

148,557

 

It is estimated that the maximum effect of a one percentage point (100 basis points) fall in interest rates to which the Group is exposed would be a decrease in profit before tax for the twelve months to 31 March 2024 of £17,423 (2023: £9,349). For the company, this would be £17,364 (2023: £6,845).

Foreign currency risk

The Group has no material exposure to foreign currency risk.

 

22 Ultimate controlling party

There is no ultimate controlling party.

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