TIDMRDT
RNS Number : 8365R
Rosslyn Data Technologies PLC
31 October 2023
31 October 2023
Rosslyn Data Technologies plc
("Rosslyn", the "Company" or the "Group")
Final Results
Publication of Annual Report
and Notice of AGM
Rosslyn (AIM: RDT), the provider of a leading cloud-based
enterprise data analytics platform, announces its final results and
publication of its annual report for the year ended 30 April 2023
and gives notice of its annual general meeting ("AGM").
Financial Highlights*
-- Revenue increased 11% to GBP3.0m (2022: GBP2.7m)
-- Gross margin improved to 34.7% (2022: 16.6%)
-- Administrative expenses reduced to GBP3.4m (2022: GBP4.3m)
-- Adj. EBITDA** loss reduced to GBP2.0m (2022: GBP3.6m loss)
-- Loss before tax reduced to GBP2.8m (2022: GBP4.1m loss)
-- Cash burn rate reduced to GBP205k per month (2022: GBP266k)
-- Cash and cash equivalents of GBP767k as at 30 April 2023*** (30 April 2022: GBP2.4m)
* Integritie and Langdon Systems are classified as discontinued
operations for the purpose of the statutory accounts. See note 6 to
the financial statements for details on the discontinued
operations
** Adjustments made for exceptional items and share-based
payments
*** Post year end, Rosslyn raised GBP3.3m through the issue of
new ordinary shares and convertible loan notes
Operational and Strategic Highlights
-- Improvement in all key performance indicators ("KPIs"):
o Annual recurring revenue ("ARR") growth of 8% (2022: -9%),
with ARR of GBP2.4m (2022: GBP2.2m)
o Net revenue retention ("NRR") rate increased to 90% (2022:
83%)
o Total pipeline as at 30 April 2023 was GBP3.6m (30 April 2022:
GBP2.7m) and weighted pipeline was GBP1.1m (30 April 2022:
GBP0.87m)
o Customer acquisition cost ("CAC") payback was 65 months (2022:
122 months)
-- Launched a new and improved Rosslyn platform
-- Rebrand completed to reflect Rosslyn's strategic focus on a
single product comprising a best-in-class SaaS solution
-- Won six new contracts during the year and a further two post year end
-- Successful proof of concept ("POC") conducted to incorporate
next generation artificial intelligence ("AI") into the Rosslyn
platform, with full module development now underway
-- Value-accretive disposal of non-core subsidiaries, Langdon
Systems ("Langdon") and Integritie, generating a profit of
GBP2.3m
Paul Watts, CEO of Rosslyn, said: "It has been an incredibly
busy year for Rosslyn. We have transformed our business, launched a
new platform, renewed our strategy and established the foundations
for sustainable growth. While it is still early days, we achieved
improvement in all of our KPIs in 2023 compared with the previous
year and we are making good progress in our transition to a
partner-led go-to-market approach. At the same time, we have
continued our development activities - in particular, exploring the
opportunities offered by generative AI, which is poised to disrupt
the marketplace. We have taken significant steps towards embedding
this technology into our platform and we are very excited about its
potential as are our customers. As a result, alongside our recent
fundraising that has further strengthened our position, the Board
continues to look to the future with confidence."
Enquiries
Rosslyn
Paul Watts, Chief Executive Officer
James Appleby, Chairman +44 (0)20 3285 8008
--------------------
Cavendish Securities (Nominated
adviser and Broker)
--------------------
Stephen Keys/Camilla Hume/George
Lawson +44 (0)20 7220 0500
--------------------
Gracechurch Group (Financial PR)
--------------------
Claire Norbury/Anysia Virdi +44 (0)20 4582 3500
--------------------
About Rosslyn
Rosslyn (AIM: RDT) provides an award-winning spend analytics and
predictive analytics platform. The Rosslyn Platform helps
organizations with diverse supply chains mitigate risk and make
informed strategic decisions. It leverages automated workflows,
artificial intelligence and machine learning to extract and
consolidate procurement data providing visibility of complex
supplier data, enabling supplier spend savings and delivering
rapid ROI. For more information visit www.rosslyn.ai
Operational Review
During FY 2023, Rosslyn launched a new platform and migrated its
customers; re-branded to reflect a strategic focus on a single
product comprising a best-in-class SaaS solution; divested two
businesses that were not core to this vision; strengthened the
customer success function; and increased business development
activities, resulting in securing six new contracts during the year
and a further two post year end. As testament to the strength of
Rosslyn's offer, these new contracts are to serve multinational,
blue-chip companies with complex data requirements and operating in
mission-critical industries. The Company's success during the year
is reflected in the improvement in all of its KPIs. A further key
development that commenced during the year, and which has continued
subsequently, is Rosslyn's exploration of the opportunities offered
by next-generation AI, namely generative AI.
Rosslyn platform
In the first half of the year, the Company launched the new,
upgraded Rosslyn platform, which has been designed to ensure that
customers are able to extract maximum value from the Rosslyn
solution. The new platform delivers a simplified, more intuitive
interface and streamlined navigation, making it easier for users to
quickly gather the insights they need. The collaboration functions
have been improved to facilitate the sharing of dashboards and
reports with key stakeholders across a business. There is also a
closer integration between data and visualisation, including
features such as enabling specialist teams within customer
organisations to have their own tailored view of procurement
data.
The migration of customers to the new platform was substantially
complete by mid-year and Rosslyn has received strong customer - as
well as partner and industry analyst - endorsement. The Company's
data suggests that users are spending more time on the platform and
that customers are growing the number of internal users.
Innovation opportunity
Alongside launching its new platform, Rosslyn continued its
broader development activities. A key focus is incorporating data
sets that relate to ESG to enable customers to take such factors
into account in procurement decisions - from both a risk management
and ethical business perspective. Customers are already utilising
the Rosslyn platform for this purpose and the Company is continuing
to improve its aggregation and analytical capabilities in this
respect to support greater sales of this module.
A further key area of development work undertaken during the
year was exploring the potential offered by the technological
advances in AI - namely, generative AI. By harnessing the
capabilities of generative AI, process automation can be
transformed which is crucial for addressing the increasing demand
for real-time procurement insight. Previously, procurement
analytics was largely regarded as a one-off or occasional
standalone project focused on identifying cost savings in the
supply chain. Today, customers want real-time insight to enable
dynamic decision making and risk mitigation - a trend that has been
accelerated by the global supply chain challenges during the
COVID-19 pandemic and resulting from the Russia-Ukraine
conflict.
The Rosslyn platform has been built with automation at its core,
and the strength of its automated extraction capabilities is one of
its competitive differentiators. The Company is now building on
this by embedding generative AI into the platform. Rosslyn is
working on utilising AI to generate the categorisations and
classifications of extracted data, which must be done before it can
be analysed, thereby automating the process. This significantly
increases accuracy, shortens the time to insight and expands the
volume of data that can be incorporated.
During the year, Rosslyn commenced a POC of this technology with
four of its largest customers from different industries and who
procure internationally. The results of the POC, which concluded
post year end, exceeded management's expectations. The Company is
now further developing and refining this technology and expects the
module to go live with the first customer within the new financial
year. While this opportunity will likely endure longer sales
cycles, Rosslyn is well placed to establish a leadership position
in this new market thanks to the depth of its technology stack,
which has been built on an automation-first basis; its vast
experience from operating in the industry for over 15 years; and
from being custodians of a large volume of complex supply chain
data.
Partner-led go-to-market approach
The Company continued to make progress in its renewed
go-to-market approach centred on a partner model, with half of the
new contracts won during the year being via partners as well as
accounting for a significant proportion of the pipeline.
Rosslyn is actively seeking to increase its number of Business
Process Outsourcing ("BPO") partners. Two of these BPO partners
currently are Genpact, which has more than 320 global clients and
manages spend of $78bn, and Chain IQ, which has more than 60
clients in over 49 countries. Both Genpact and Chain IQ offer
significant potential for growth. The Company is also enhancing
partnerships with procurement advisers and other large, global
consulting partners with complex enterprise requirements.
Customer success
A key focus during the year was strengthening the customer
success function. Over the last 18 months, the team has been
expanded and new processes have been introduced to allow Rosslyn to
gain a better understanding of customers' businesses and ongoing
procurement requirements. This enables Rosslyn to anticipate
customer demands and make recommendations to ensure that they
extract maximum value from the platform. This improves customer
retention as well as allowing the Company to cross-sell or up-sell
additional modules, where relevant.
Rosslyn brand
During the year, Rosslyn launched its new brand, following a
major rebranding initiative that commenced in the previous year.
The project aimed to refresh Rosslyn's appearance, making it more
engaging for today's market and aligning it with the new direction
of the business. In particular, the Company is now branded simply
as 'Rosslyn' to reflect the strategic focus on a core SaaS
platform.
The rebrand has brought great results both in terms of
interaction with the Rosslyn brand, as measured by metrics such as
web traffic, and also the generation of new opportunities.
Divestment
As part of the strategy to refocus on Rosslyn's core product
offering, the Company decided to divest all non-core businesses -
namely, Integritie, which is a content management platform, and
Langdon, which specialises in bulk handling of supply chain data
associated with import and export duty management systems.
Accordingly, Integritie was sold for a total maximum consideration
of GBP3.0m, comprising an initial cash consideration of GBP1.6m and
a GBP1.4m conditional deferred payment based on achieving certain
revenue and growth targets (with management estimating the fair
value of the deferred payment to be GBPnil based on currently
available information), and Langdon was sold for GBP100k. These
divestments enable greater strategic and operational focus on the
Rosslyn platform along with reducing cash burn.
Financial Review
The Company achieved improvement in all financial metrics in
2023 over the previous year with the exception of the cash
position, which was significantly strengthened post year end with
the completion of a GBP3.3m fundraising. The Company also
significantly reduced its cash burn rate during the year.
Discontinued operations
Integritie and Langdon have been classed as discontinued
operations for the year and historical comparisons have been
restated on that basis. These financial statements comprise the
results for continuing operations only. See note 6 to the financial
statements for detail on the discontinued operations.
Revenue
Revenue for the year increased to GBP3.0m (2022: GBP2.7m) as the
Company began to rebuild its business following a period of
restructuring. Of the total revenue, GBP2.4m was ARR, representing
growth of 9% over the GBP2.2m of ARR in 2022.
Revenue comprises the annual licence fee - software revenue -
that customers are charged for having access to the Rosslyn
platform and professional services fees for work undertaken to
tailor the Company's solution to align with customers'
infrastructure or meet specific additional solution requirements.
Software revenue continued to be the main contributor to total
revenue, accounting for 80% in FY 2023. However, this was lower
than the previous year of 88%, reflecting an increase in
professional services revenue to GBP0.6m (2022: GBP0.3m) and
software revenue remaining flat at GBP2.4m (2022: GBP2.4m). The
growth in professional services revenue reflects the Company
increasing its pricing to appropriate market levels for such
services as well as greater activity in this area as the Company
supported the onboarding of new customers.
In total, the NRR rate grew to 90% (2022: 83%), reflecting the
launch of the new Rosslyn platform and the improvements to the
Customer Success function during the year.
Gross profit
Gross margin improved significantly to 34.7% (2022: 16.6%),
reflecting a reduction in cost of sales as a result of increased
efficiencies within a leaner team.
In particular, software gross margin was stable due to the fixed
cost base for hosting and platform costs. However, the Company will
benefit from economies of scale as software revenue grows.
Professional services margin improved as a result of the increase
in pricing and having a leaner team.
As a result of the improved gross margin, combined with the
higher revenue, gross profit more than doubled to GBP1.0m compared
with GBP0.5m for 2022.
Operating expenses
Operating costs were reduced to GBP3.8m (2022: GBP4.5m). This
primarily reflects administrative expenses being lower at GBP3.4m
(2022: GBP4.3m), as the Company placed a strong focus on cost
reduction. This was partly offset by an increase in depreciation
and amortisation to GBP366k (2022: GBP40k) due to the
capitalisation of development costs relating to the new
platform.
Profitability measures
As a result of the lower expenses, operating loss was reduced to
GBP2.8m (2022: GBP4.0m loss) and adjusted EBITDA loss was reduced
to GBP2.0m (2022: GBP3.6m loss).
The loss before tax for the year was reduced to GBP2.8m (2022:
GBP4.1m loss). The Company received GBP664k (2022: GBP391k) in
R&D tax credits. As a result, net loss for the year for
continuing operations was reduced to GBP2.1m (2022: GBP3.7m
loss).
In addition, the Company generated profit of GBP2.5m (2022:
GBP297k) from discontinued operations, which included profit of
GBP2.3m from the disposals (with a further payment expected to be
received based on the 12-month post-disposal performance of
Integritie). Accordingly, total comprehensive income (based on
continuing and discontinued operations) was GBP400k (2022: GBP3.3m
loss).
Cash flow and liquidity
Net cash used in operating activities was GBP2.7m (2022:
GBP2.1m), which reflects an increase in cash used in operations to
GBP2.7m (2022: GBP2.2m) as a result of the timing of payables and
receivables at the year end.
The Company generated net cash of GBP971k from investing
activities compared with GBP1.1m of cash being used in investing
activities for the previous year. This reflects GBP1.5m of cash
being generated from the disposals as well as an investment of
GBP1.1m in software in the previous year.
Net cash generated from financing activities was GBP27k (2022:
GBP1.0m outflow). This primarily reflects Rosslyn entering an
unsecured loan during the year of GBP160k, of which GBP64k was
repaid during the year, and the repayment in 2022 of its secured
loan of GBP890k.
Monthly cash burn during the year was GBP205k compared with
GBP266k in 2022, reflecting the reduction in administrative
expenses and increase in professional services revenue.
Accordingly, there was a net decrease in cash and cash
equivalents of GBP1.7m compared with a net decrease of GBP4.3m in
2022.
Cash and cash equivalents at 30 April 2023 were GBP767k (2022:
GBP2.4m). The cash position was significantly strengthened post
year end with the raising of GBP3.3m via the issue of new ordinary
shares (GBP2.7m) and convertible loan notes (GBP0.6m). The Company
has also received, post year end, an R&D tax credit of
GBP612k.
Balance sheet
As at 30 April 2023, the Company had net assets and total equity
of GBP1.9m compared with GBP1.4m at 30 April 2022. The main
movements in the balance sheet during the year were:
-- the decrease in cash and cash equivalents, as described
above, partly offset by an increase in corporation tax receivable,
resulting in current assets of GBP2.6m (30 April 2022:
GBP3.4m);
-- assets held for sale of GBPnil (30 April 2022: GBP0.7m);
-- total assets reducing to GBP4.1m (30 April 2022: GBP5.4m) due to the above; and
-- liabilities directly associated with assets held for sale of
GBPnil compared with GBP1.5m at 30 April 2022, resulting in total
liabilities being reduced to GBP2.2m (30 April 2022: GBP4.0m).
Material uncertainty
As discussed in note 2 to the financial statements, the Board
considers the Company to be a going concern. However, if the
Company is unable to deliver upon its proposed revenue projections,
there is limited headroom in the current forecasts and as such
there is considered to be a material uncertainty relating to going
concern. The independent auditors' report is not modified in
respect of this matter. The financial statements do not include any
adjustments that would result if the Company were unable to
continue as a going concern. For further details, refer to the
Going Concern section in note 2 to the financial statements.
Current Trading and Outlook
Rosslyn entered the 2024 financial year in a stronger position
than at the same point in the previous year, having completed the
restructuring and rebranding of the business along with the launch
of the new platform and execution on the new go-to-market strategy.
Accordingly, the weighted and total pipeline were significantly
higher at GBP1.1m and GBP3.6m, respectively (30 April 2022: GBP0.9m
and GBP2.7m).
During the first half of FY 2024, the Company has secured two
new contract wins worth GBP422k in aggregate over a multi-year
period representing an additional GBP120k of ARR. Rosslyn is in
advanced negotiation with several other customers within the
weighted pipeline while the total pipeline has grown substantially
during H1 2024, which primarily reflects increasing business
through partnerships. In addition, the Company's position has been
further strengthened by the recent fundraising, which has
established the foundations for Rosslyn to accelerate growth.
The Company remains on track to report results for 2024 in line
with management expectations. This reflects strong revenue and ARR
growth driven by new customers won via partnerships as well as
expansion with existing customers through the launch of new
modules, including its eagerly anticipated generative AI solution.
As a result, the Board is excited about the year ahead and
continues to look to the future with confidence.
Publication of Annual Report
The Company announces that its annual report and accounts for
the year ended 30 April 2023 has, today, been published on its
website on the Reports and Corporate Documents page of the
Investors section at
https://www.rosslyn.ai/investors/reports-corporate-documents, and
has been posted to shareholders.
Notice of AGM
The Company gives notice that its AGM will be held at 10.00am on
Thursday 23 November 2023 at the offices of Gracechurch Group, 48
Gracechurch Street, London, EC3V 0EJ.
The Notice of AGM has been posted to shareholders and published
on the Reports and Corporate Documents page in the Investors
section of the Company website:
https://www.rosslyn.ai/investors/reports-corporate-documents.
Consolidated statement of comprehensive income
For the year ended 30 April 2023
Year Year ended
ended 30 April
30 April 30 April 30 April 2022
2023 2023 2022 GBP'000
Note GBP'000 GBP'000 GBP'000
----------------------------------------- ----- --------- --------- ---------------------------- --------------
Continuing operations
Revenue 3 3,012 2,731
Cost of sales (1,968) (2,278)
========================================= ===== ========= ========= ==============================================
Gross profit 1,044 453
========================================= ===== ========= ========= ==============================================
Operating expenses (3,807) (4,464)
Analysed as
Administrative expenses (3,352) (4,287)
Depreciation and amortisation (366) ( 40 )
Share-based payments (89) (137)
========================================= ===== ========= ========= ============================ ================
(3,807) (4,464)
========================================= ===== ========= ========= ============================ ======= =======
Operating loss (2,763) (4,011)
Finance income 3 5
Finance costs - (44)
========================================= ===== ========= ========= ==============================================
Loss before income tax (2,760) (4,050)
Income tax 664 391
========================================= ===== ========= ========= ==============================================
Loss for the year for continued ( 2,
operations 096) (3,659)
========================================= ===== ========= ========= ==============================================
Profit for the year from discontinued
operations 6 2,468 297
========================================= ===== ========= ========= ==============================================
Profit/(loss) for the year 372 (3,362)
----------------------------------------- ----- --------- --------- ----------------------------------------------
Other comprehensive income - translation
differences 28 19
========================================= ===== ========= ========= ==============================================
Total comprehensive income/(loss) 400 (3,343)
========================================= ===== ========= ========= ==============================================
Profit/(loss) per share Pence Pence
----------------------------------------- ----- --------- --------- ----------------------------------------------
Basic and diluted loss per share:
ordinary shareholders - 4 (30.6) (53.7)
Continued
Basic profit/( loss) per share:
ordinary shareholders -
Total 4 5.9 (49.2)
Diluted profit/(loss) per share:
ordinary shareholders - Total 4 5.7 (49.2)
========================================= ===== ========= ========= ==============================================
The accompanying notes form part of these financial
statements.
Consolidated statement of financial position
As at 30 April 2023
30 April 30 April
2023 2022
Note GBP'000 GBP'000
--------------------------------------- ----------------- --------
Assets
Non-current assets
Intangible assets 1,372 1,105
Property, plant and equipment - 16
Right-of-use assets 162 236
=================================== ================= ========
1,534 1,357
======================================= ================= ========
Current assets
Trade and other receivables 969 820
Corporation tax receivable 852 161
Cash and cash equivalents 767 2,433
=================================== ================= ========
Total current assets 2,588 3,414
======================================= ================= ========
4,122 4,771
======================================= ================= ========
Disposal group assets 6 - 650
=================================== ================= ========
Total assets 4,122 5,421
======================================= ================= ========
Liabilities
Non-current liabilities
( 114
Trade and other payables ) (168)
Deferred tax - -
=================================== ================= ========
( 114
) (168)
======================================= ================= ========
Current liabilities
(2, 284
Trade and other payables (2,001) )
Financial liabilities - borrowings (96) -
=================================== ================= ========
(2, 284
Total current liabilities (2,097) )
======================================= ================= ========
Disposal group liabilities 6 - (1,547)
=================================== ================= ========
(2, 211
Total liabilities ) (3,999)
======================================= ================= ========
Net assets 1,911 1,422
======================================= ================= ========
Equity
Called up share capital 1,699 1,699
Share premium 18,923 18,923
Share-based payment reserve 320 255
Accumulated loss (24,089) (24,485)
Translation reserve (75) (103)
Merger reserve 5,133 5,133
=================================== ================= ========
Total equity 1,911 1,422
======================================= ================= ========
The accompanying notes form part of these financial
statements.
Consolidated statement of changes in equity
For the year ended 30 April 2023
Share-
Called Accumulated Translation based Share Merger Total
up loss reserve payment premium reserve equity
share reserve
capital
--------------
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------- ----- ------------ ------------- ------------- --------------- ----------- --------- ----------
Balance at 1 May
2021 1,699 (21,662) (122) 657 18,923 5,133 4,628
===================== ============ ============= ============= =============== =========== ========= ==========
Loss for the year - (3,362) - - - - (3,362)
Other comprehensive
income - - 19 - - - 19
Lapsed options - 539 - (539) - - -
Share-based payment
transaction - - - 137 - - 137
===================== ============ ============= ============= =============== =========== ========= ==========
Balance at 30 April
2022 1,699 (24,485) (103) 255 18,923 5,133 1,422
===================== ============ ============= ============= =============== =========== ========= ==========
Balance at 1 May
2022 1,699 (24,485) (103) 255 18,923 5,133 1,422
Profit for the year - 372 - - - - 372
Other comprehensive
income - - 28 - - - 28
Lapsed options - 24 - (24) - -
Share-based payment
transaction - - - 89 - - 89
===================== ============ ============= ============= =============== =========== ========= ==========
Balance at 30 April
2023 1,699 (24,089) (75) 320 18,923 5,133 1,911
===================== ============ ============= ============= =============== =========== ========= ==========
The merger reserve arises from the Group reorganisation that
occurred on 23 April 2014. Rosslyn Data Technologies plc acquired
Rosslyn Analytics Limited in a share-for-share transaction. There
was no change in rights or proportions of control in the Group as a
result of this transaction. As common control exists IFRS 3 was
deemed to not apply and this has been accounted for as a capital
reorganisation. The difference between the share capital and share
premium of the Company and the share capital and share premium of
Rosslyn Analytics Limited at 23 April 2014 is recognised in the
merger reserve.
The translation reserve comprises translation differences
arising from the translation of financial statements of the Group's
foreign entities (Rosslyn Analytics, Inc.) into sterling (GBP).
The accumulated loss reserve includes all current and prior
period retained profits and losses.
The share-based payment reserve comprises the fair value of
options granted under the Group's Enterprise Management Incentive
Scheme, less reductions for those options that lapsed during the
year.
The accompanying notes form part of these financial
statements.
Consolidated statement of cash flows
For the year ended 30 April 2023
Year ended Year ended
30 April 30 April
2023 2022
Note GBP'000 GBP'000
-------------------------------------------------- ---------- ---------- ----------
Cash flows used in operating activities
Cash used in operations See below (2,668) (2,156)
Finance income 3 5
Finance costs - (44)
Corporation tax (paid)/received (27) 75
============================================================== ========== ==========
Net cash used in operating activities (2,692) (2,120)
============================================================== ========== ==========
Cash flows generated from/(used in) investing
activities
Purchase of property, plant and equipment (6) (28)
( 535
Acquisition of software ) (1,105)
Cash received on disposal of operation 1,512 -
============================================================== ========== ==========
Net cash generated from/(used in) investing
activities 971 (1,133)
============================================================== ========== ==========
Cash flows generated from/(used in) financing
activities
New loans in year 160 -
Repayment of borrowings ( 64 ) (890)
Repayment of capital element of obligations under
leases ( 69 ) (122)
Net cash generated from/(used in) financing
activities 27 (1,012)
============================================================== ========== ==========
Net decrease in cash and cash equivalents (1,694) (4,265)
Cash and cash equivalents at beginning of year 2,433 6,681
============================================================== ========== ==========
Foreign exchange gains 28 17
============================================================== ========== ==========
Cash and cash equivalents at end of year 767 2,433
============================================================== ========== ==========
Reconciliation of loss before income tax to cash used in
operations
Year ended Year ended
30 April 30 April
2023 2022
GBP'000 GBP'000
--------------------------------------------------- ---------- -----------------
Loss before income tax (292) (3, 753)
Depreciation, amortisation and impairment charges 366 40
Share-based payment transactions 89 137
Finance income (3) (5)
Gain on disposal of operations (2,468) -
Disposal of leases (5) -
Finance costs - 44
=================================================== ========== =================
(2,313) (3,537)
(Increase)/decrease in trade and other receivables (149) 875
( 206
(Decrease)/increase in trade and other payables ) 506
=================================================== ========== =================
Cash used in operations (2,668) (2,156)
=================================================== ========== =================
The accompanying notes form part of these financial
statements.
Notes to the unaudited interim statements
For the year ended 30 April 2023
1. General information
Rosslyn Data Technologies plc (the "Company") is a company
incorporated and domiciled in the UK. It is quoted on AIM, a market
of the London Stock Exchange. The address of the registered office
is 1000 Lakeside North Harbour, Western Road, Portsmouth,
Hampshire, PO6 3EN. The Company is the ultimate parent company of
Rosslyn Analytics Limited and Rosslyn Data Management Limited,
companies incorporated in the UK, and the ultimate parent company
of Rosslyn Analytics, Inc., a company incorporated in the USA
(collectively, the "Group"). The Group's principal activity is the
provision of procurement data analytics using a proprietary form,
data capture, data mining and workflow management.
The financial statements are presented in British Pounds
Sterling (GBP), the currency of the primary economic environment in
which the Group's activities are operated in and reported in
GBP'000. The financial statements are for the year ended 30 April
2023.
2. Accounting policies
Basis of preparation
The principal accounting policies adopted in the preparation of
the financial statements are set out below. The policies have been
consistently applied to all the years presented, unless otherwise
stated.
The Group financial statements have been prepared under the
historical cost convention subject to fair valuing certain
financial instruments and in accordance with UK adopted
international accounting standards.
Going concern
Information on the business environment and the factors
underpinning the Group's future prospects and product portfolio are
included in the CEO's statement. The cash balance at 30 April 2023
was GBP0.8m and on 18 September the Group successfully completed an
equity fundraising round, raising GBP3.3m of gross proceeds. The
Group has performed prudent scenario analysis on revenue and cost
performance. These demonstrate that the Group can meet its
liabilities as they fall due.
After making appropriate enquiries, the Directors consider that
it is appropriate to adopt the going concern basis in preparing the
consolidated financial statements. Accordingly, the financial
statements do not include any adjustments that would be required if
the going concern basis of preparation was deemed to be
inappropriate. However, if the Group is unable to deliver its
proposed revenue projections, there is limited headroom in the
current forecasts and as such there is considered to be a material
uncertainty which may cast significant doubt on the Group's ability
to continue as a going concern.
Basis of consolidation
On 23 April 2014 the Company acquired the Group's previous
parent company, Rosslyn Analytics Limited, via a share-for-share
exchange whereby every ordinary share and A preference share in
Rosslyn Analytics Limited was exchanged for eight ordinary shares
and eight A preference shares respectively in Rosslyn Data
Technologies Limited (prior to the conversion to a plc on 24 April
2014). On 24 April 2014 the A preference shares were converted into
ordinary shares on a one-for one basis. On 29 April 2014, Rosslyn
Data Technologies plc's shares were admitted to trading on AIM.
Accordingly, these financial statements are presented in the
name of the new legal parent, Rosslyn Data Technologies plc, but
are a continuation of the financial statements of Rosslyn Analytics
Limited.
During the year, the Group disposed of the Langon Systems and
Integritie parts of the Group. The Langdon Systems sale was
completed on 30 September 2022 and the Integritie sale completed on
1 November 2022.
The consolidated statement of comprehensive income and statement
of financial position include the financial statements of the
Company and its subsidiary undertakings as of 30 April 2023.
Where the Company has control over an investee, it is classified
as a subsidiary. The Company controls an investee if all three of
the following elements are present: power over the investee,
exposure to variable returns from the investee, and the ability of
the investor 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.
De facto control exists in situations where the Company has the
practical ability to direct the relevant activities of the investee
without holding the majority of the voting rights. In determining
whether de facto control exists the Company considers all relevant
facts and circumstances, including:
-- the size of the Company's voting rights relative to both the
size and dispersion of other parties which hold voting rights or
substantive potential voting rights held by the Company and by
other parties;
-- other contractual arrangements; and
-- historical patterns in voting attendance.
The consolidated financial statements present the results of the
Company and its subsidiaries (the "Group") as if they formed a
single entity. Intercompany transactions and balances between Group
companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of
business combinations using the acquisition method.
In the consolidated balance sheet, the acquiree's identifiable
assets, liabilities and contingent liabilities are initially
recognised at their fair values at the acquisition date. The
results of acquired operations are included in the consolidated
statement of comprehensive income from the date on which control is
obtained.
Subsidiaries
Subsidiaries are entities controlled by the Company. Control
exists where an investor, regardless of the nature of its
involvement with an entity (the investee), shall determine whether
it is a parent by assessing whether it controls the investee. An
investor controls an investee when it is exposed, or has rights, to
variable returns from its involvement in the investee and has the
ability to affect those returns through its power over the
investee. The financial information of subsidiaries is included in
the consolidated financial information from the date that control
commences until the date that control ceases.
Transactions eliminated on consolidation
Intragroup balances, and any gains and losses or income and
expenses arising from intragroup transactions, are eliminated in
preparing the consolidated financial information.
Judgements and estimates
The preparation of the financial statements requires management
to exercise judgement in applying the Group's accounting policies.
It also requires the use of estimates and assumptions that affect
the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates.
Judgements
-- Conditional deferred payment on the sale of Integritie -
Based on current and available information the conditional deferred
payment of up to GBP1.4m has been fair valued at GBPnil.
-- Development costs capitalised as intangible assets -
Management exercises judgement in determining whether the costs can
be capitalised. Management look for costs that can be directly
attributable, and also measurable, to a particular project when
deciding on capitalisation. During the year, the Group has
capitalised intangible assets development costs of GBP535,000
(2022: GBP1,105,000 ), which relate specifically to the Rosslyn
Platform redevelopment.
-- Impairment of intangible assets - The Directors will use
their judgement to determine if indicators of impairment of
intangible assets have arisen.
Estimates
-- Valuation of share-based payments - The Directors base their
judgement on the Black Scholes model.
-- Recognition of professional services revenue - For projects
that are in progress, management assesses how far through to
completion then recognise revenue using time management records and
expectation of total time required based on prior projects.
-- Impairment of intangible assets - Management have carried out
an impairment review based on the recoverable amount using a
discounted cash flow model. No impairment is considered necessary,
but this is dependent upon future cash flows generated by the
continuing subsidiary operations, which themselves are dependent on
the successful commercialisation, value and timing of product
sales.
-- Amortisation of development costs - The amortisation of
development costs is spread in a straight-line basis over its
estimated useful economic life at the outset of the project. The
life of the asset will be reassessed as time progresses to ensure
the estimation of its life is correct and any impairment will be
taken into account at that time.
Revenue recognition
Revenue is measured at the fair value of consideration received
or receivable and represents amounts for services provided to third
parties in the normal course of business during the year, net of
value added tax, and results from the principal activities of the
Group.
Each element of revenue (described below) is recognised only
when:
-- provision of the services has occurred;
-- the consideration receivable is fixed or determinable; and
-- collection of the amount due from the customer is reasonably assured.
i) Initial data processing and analysis in connection with the
deployment and customisation of the Group's proprietary solutions
are recognised over the corresponding period of the related
customer contract.
ii) Annual licence fees are recognised on a straight-line basis
over the period of the contractual term.
iii) Any revenue arising from consultancy or professional
services work is recognised as such services are delivered.
Services that have been delivered at the end of a financial
period but which have not been invoiced at that time are recognised
as revenue and shown within accrued revenue in the statement of
financial position.
Advance payments from customers are included within deferred
income in the statement of financial position. Such amounts are
recognised as the services are provided to the customer in
accordance with points (i) to (iii) as set out above.
Cost of sales
Cost of sales includes utilised data storage costs proportionate
to the amount utilised to service customers, together with
third-party costs for software licences supplied to customers.
Other intangible assets
Customer lists, internally developed software and software
licences have been acquired in a business combination; they qualify
for separate recognition and are recognised as intangible assets at
their fair value.
Goodwill represents the excess of the cost of a business
combination over the total fair value of the identifiable assets,
liabilities and contingent liabilities acquired as at the
acquisition date. Goodwill is capitalised as an intangible asset
with any impairment in carrying value being charged to the
consolidated statement of comprehensive income. Where the fair
value of identifiable assets, liabilities and contingent
liabilities exceeds the fair value of consideration paid, the
excess is credited in full to profit or loss.
All finite-lived intangible assets are accounted for using the
cost model whereby capitalised costs are amortised on a
straight-line basis over their estimated useful lives. Residual
values and useful lives are reviewed at each reporting date. The
following useful lives are applied:
-- Software licences - five years straight line
-- Internally developed software - five years straight line
-- Customer relationships - five years straight line
Amortisation has been included within depreciation, amortisation
and impairment of non-financial assets.
Property, plant and equipment
Items of property, plant and equipment are stated at cost less
accumulated depreciation and impairment losses. Cost includes the
original purchase price of the asset and the costs attributable to
bringing the asset to its working condition for its intended use.
When parts of an item of property, plant and equipment have
different useful lives, those components are accounted for as
separate items of property, plant and equipment.
Subsequent costs are included in the asset's carrying amount or
recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item
will flow to the Group and the cost of the item can be measured
reliably.
Gains and losses on disposals are determined by comparing the
proceeds with the carrying amount and are recognised in the income
statement.
Depreciation
Depreciation is provided at the following annual rates in order
to write off each asset over its estimated useful life:
-- Fixtures, fittings, and equipment - 18 to 36 months straight line
Impairment review of intangible assets
The intangible assets, with the exception of g oodwill, are
being amortised over their useful economic lives, however
management still tests intangible assets for impairment if and when
indicators of impairment arise. Where such an indication exists,
management estimates the fair value less costs to sell of the
assets based on the net present value of future cash flows. The
Directors have considered whether there are any indicators of
impairment to the carrying amount of intangible assets of
GBP1,372,000 (2022: GBP1,105,000), and there is considered to be no
requirement for impairment in this financial year.
Taxation
Current taxes are based on the results shown in the financial
statements and are calculated according to local tax rules, using
tax rates enacted or substantively enacted by the statement of
financial position date.
Deferred tax is provided using the statement of financial
position liability method, providing for temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation
purposes.
Temporary differences are not provided for the initial
recognition of other assets or liabilities that affect neither
accounting nor taxable profit. The amount of deferred tax provided
is based on the expected manner of realisation or settlement of the
carrying amount of assets and liabilities, using tax rates enacted
or substantively enacted at the statement of financial position
date.
A deferred tax asset is recognised only to the extent that it is
probable that future taxable profits will be available against
which the asset can be utilised. Deferred tax assets are reduced to
the extent that it is no longer probable that the related tax
benefit will be realised.
Deferred income tax assets and liabilities are offset when there
is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred income tax assets and
liabilities relate to income taxes levied by the same taxation
authority on either the taxable entity or different taxable
entities where there is an intention to settle the balances on a
net basis.
Deferred income tax is provided on temporary differences arising
on investments in subsidiaries, except for deferred income tax
liability where the timing of the reversal of the temporary
difference is controlled by the Group and it is probable that the
temporary difference will not reverse in the foreseeable
future.
Research and development
Expenditure on research activities is recognised as an expense
in the period in which it is incurred. An intangible asset arising
from development or the development phase of an internal project is
recognised if the Group can demonstrate:
a. the technical feasibility of completing the intangible asset
so that it will be available for sale or use;
b. the intention to complete the development;
c. the ability to use or sell the intangible asset;
d. how the intangible asset will generate probable future
economic benefits (for example, the existence of a market for the
output of the intangible asset or for the intangible asset
itself);
e. the availability of resources to complete the development;
and
f. the ability to measure the attributable expenditure
reliably.
This financial year the development costs of the new Rosslyn
Platform have been able to be identified meeting the tests above
and have therefore been capitalised.
Foreign currencies
The functional currency of the Company is pounds sterling
because that is the currency of the primary economic environment in
which the Company operates. The Company's presentation currency is
pounds sterling.
Assets and liabilities in foreign currencies are translated into
sterling at the rates of exchange ruling at the statement of
financial position date. Transactions in foreign currencies are
translated into sterling at the rate of exchange ruling at the date
of transaction. Exchange differences are taken into account in
arriving at the operating result and are recognised in
administrative expenses.
Group companies
The results and financial position of all the Group entities
(none of which have the currency of a hyperinflation economy) that
have a functional currency different from the presentation currency
are translated into the presentation currency as follows:
-- assets and liabilities for each statement of financial
position presented are translated at the closing rate at the date
of that statement of financial position;
-- income and expenses for each income statement presented are
translated at average exchange rates (unless this average is not a
reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and
expenses are translated at the rate on the dates of the
transactions); and
-- all resulting exchange differences are recognised in other
comprehensive income. The following exchange rates were applied for
GBP1 at each year end:
2023 2022
----------- ---- ----
US dollars 1.26 1.26
Euros 1.14 1.19
=========== ==== ====
Retirement benefits
The Group operates a defined contribution scheme. Contributions
payable to the Group's pension scheme are charged to the income
statement in the period to which they relate.
Leases
All leases are accounted for by recognising a right-of-use asset
and a lease liability except for:
-- leases of low value assets, which are defined as leases under GBP4,500 per annum; and
-- leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the
contractual payments due to the lessor over the lease term, with
the discount rate determined by reference to the rate inherent in
the lease unless (as is typically the case) this is not readily
determinable, in which case the Group's incremental borrowing rate
on commencement of the lease is used. Variable lease payments are
only included in the measurement of the lease liability if they
depend on an index or rate. In such cases, the initial measurement
of the lease liability assumes the variable element will remain
unchanged throughout the lease term. Other variable lease payments
are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease
liability also includes:
-- amounts expected to be payable under any residual value guarantee;
-- the exercise price of any purchase option granted in favour
of the Group if it is reasonably certain to assess that option;
and
-- any penalties payable for terminating the lease, if the term
of the lease has been estimated on the basis of a termination
option being exercised.
Right-of-use assets are initially measured at the amount of the
lease liability, reduced for any lease incentives received, and
increased for:
-- lease payments made at or before commencement of the lease;
-- initial direct costs incurred; and
-- the amount of any provision recognised where the Group is
contractually required to dismantle, remove or restore the leased
asset.
Subsequent to initial measurement, lease liabilities increase as
a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made. Right-of-use
assets are amortised on a straight-line basis over the remaining
term of the lease or over the remaining economic life of the asset
if, rarely, this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of any lease
(because, for example, it reassesses the probability of a lessee
extension or termination option being exercised), it adjusts the
carrying amount of the lease liability to reflect the payments to
make over the revised term, which are discounted at the same
discount rate that applied on lease commencement. The carrying
value of lease liabilities is similarly revised when the variable
element of future lease payments dependent on a rate or index is
revised. In both cases an equivalent adjustment is made to the
carrying value of the right-of-use asset, with the revised carrying
amount being amortised over the remaining (revised) lease term.
When the Group renegotiates the contractual terms of a lease
with the lessor, the accounting depends on the nature of the
modification:
-- if the renegotiation results in one or more additional assets
being leased for an amount commensurate with the standalone price
for the additional rights of use obtained, the modification is
accounted for as a separate lease in accordance with the above
policy;
-- in all other cases where the renegotiation increases the
scope of the lease (whether that is an extension to the lease term,
or one or more additional assets being leased), the lease liability
is remeasured using the discount rate applicable on the
modification date, with the right-of-use asset being adjusted by
the same amount; and
-- if the renegotiation results in a decrease in the scope of
the lease, both the carrying amount of the lease liability and
right-of-use asset are reduced by the same proportion to reflect
the partial or full termination of the lease with any difference
recognised in profit or loss. The lease liability is then further
adjusted to ensure its carrying amount reflects the amount of the
renegotiated payments over the renegotiated term, with the modified
lease payments discounted at the rate applicable on the
modification date. The right-of-use asset is adjusted by the same
amount.
The Group leases a number of properties on fixed rents. None of
these leases have inflation clauses or break clauses.
Financial instruments
Financial instruments are classified and accounted for,
according to the substance of the contractual agreement, as either
financial assets, financial liabilities or equity instruments. An
equity instrument is any contract that evidences a residual
interest in the assets of the Group after deducting all of its
liabilities.
Trade and other payables
Trade payables are stated at their original invoiced value, as
the interest that would be recognised from discounting future cash
payments over the expected payment period is not considered to be
material.
Financial assets
Classification
Financial assets and financial liabilities are recognised in the
statement of financial position when the Group becomes a party to
the contractual provisions of the instrument. Investments other
than investments in subsidiaries are classified as either
held-for-trading or not at initial recognition. At the year end
date all investments are classified as not held for trading.
Trade receivables
Trade receivables are held in order to collect the contractual
cash flows and are initially measured at the transaction price as
defined in IFRS 15, as the contracts of the Group do not contain
significant financing components.
Impairment losses are recognised based on lifetime expected
credit losses in profit or loss.
Other receivables
Other receivables are held in order to collect the contractual
cash flows and accordingly are measured at initial recognition at
fair value, which ordinarily equates to cost and are subsequently
measured at cost less impairment due to their short-term
nature.
A provision for impairment is established based on 12-month
expected credit losses unless there has been a significant increase
in credit risk when lifetime expected credit losses are recognised.
The amount of any provision is recognised in profit or loss.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances held by the
Group and overnight call deposits. Financial liability and equity
instruments issued by the Group are classified in accordance with
the substance of the contractual arrangements entered into and the
definitions of a financial liability and an equity instrument. An
equity instrument is any contract that evidences a residual
interest in the assets of the Group after deducting all of its
liabilities. Equity instruments issued by the Company are recorded
at the proceeds received, net of direct issue costs.
Share capital and share premium
Ordinary shares are classified as equity. Share premium is the
amount subscribed for share capital in excess of nominal value less
any costs directly attributable to the issue of new shares.
Incremental costs directly attributable to the issue of new shares
are shown in share premium as a deduction from the proceeds.
Share-based payments
The Group operates an equity-settled, share-based compensation
plan, the Enterprise Management Incentive (EMI) Scheme.
The fair value of the employee services received in exchange for
the grant of the options is recognised as an expense. The total
amount to be expensed over the vesting period is determined by
reference to the fair value of the options granted calculated using
an appropriate option pricing model. Non-market vesting conditions
are included in assumptions about the number of options that are
expected to vest. At each statement of financial position date, the
entity revises its estimates of the number of options that are
expected to vest. Options issued under the scheme to Non-Executive
Directors and other individuals who are not employees of the UK
Company follow the EMI rules but are considered non-qualifying EMI
options for tax purposes.
Borrowings
Borrowings are recognised initially at fair value, net of
transaction costs incurred. Borrowings are subsequently carried at
amortised cost; any difference between the proceeds (net of
transaction costs) and the redemption value is recognised in the
income statement over the period of the borrowings using the
effective interest method.
Provisions
A provision is recognised in the statement of financial position
when the Group has a present legal or constructive obligation as a
result of a past event, and it is probable that an outflow of
economic benefits will be required to settle the obligation.
If the effect is material, provisions are discounted at a rate
that reflects current market assessments of the time value of money
and, when appropriate, the risks specific to the liability. The
increase in the provision due to passage of time is recognised in
finance costs.
Net finance costs
Finance costs
Finance costs comprise interest payable on borrowings and direct
issue costs.
Finance income
Finance income comprises interest receivable on funds invested.
Interest income is recognised in the income statement as it accrues
using the effective interest method.
Standards, amendments and interpretations
There were no new IFRSs, endorsed standards and amendments,
improvements and interpretations of published standards applicable
for accounting periods beginning 1 May 2022 that had a material
impact on the financial statements.
Standards not yet effective
There are a number of standards, amendments to standards, and
interpretations which have been issued by the IASB that are
effective in future accounting periods that the Group has decided
not to adopt early.
-- Classification of liabilities as current or non-current (Amendments to IAS 1)
-- Deferred tax related to Assets and Liabilities arising from a
Single Transaction (Amendments to IAS 12)
-- Narrow scope amendments to IAS 1 'Presentation of Financial
Statements, Practice statement 2 and IAS 8 'Accounting Policies,
Changes in Accounting Estimates and Errors'
The Group does not expect any other standards issued by the
IASB, but not yet effective, to have a material impact on the
Group.
3. Segmental reporting
Management has determined the operating segments based on the
operating reports reviewed by the Directors that are used to assess
both performance and strategic decisions. Management has identified
that the Directors are the Chief Operating Decision Maker in
accordance with the requirements of IFRS 8 Operating segments.
The determination is that the Group operates as a single
segment, as no internal reporting is produced either by geography
or division. The Group views performance on the basis of the type
of revenue, and the end destination of the client as shown
below.
Year ended Year ended
30 April 30 April
2023 2022
GBP'000 GBP'000
---------------------- ---------- ----------
Annual licence fees 2,406 2,414
Professional services 606 317
====================== ========== ==========
Total revenue 3,012 2,731
====================== ========== ==========
Year ended Year ended
30 April 30 April
2023 2022
Analysis of revenue by country GBP'000 GBP'000
--------------------------------- ---------- ----------
United Kingdom 1,528 1,643
Europe 520 414
North America 964 674
================================= ========== ==========
Total revenue 3,012 2,731
================================= ========== ==========
Included in Europe is the Netherlands, which had revenues of
GBP208,000 in the year ended 30 April 2023 (2022: GBP158,000).
Included in North America is the USA, which had revenues of
GBP964,000 in the year ended 30 April 2023 (2022: GBP674,000).
Year ended Year ended
30 April 30 April
2023 2022
Analysis of future obligations: GBP'000 GBP'000
------------------------------------------------------- ---------- ----------
Performance obligations to be satisfied in the next
year 1,725 1,763
Performance obligations to be satisfied after 30 April
2024 125 1,426
======================================================= ========== ==========
Total future performance obligations 1,850 3,189
======================================================= ========== ==========
There were two (2022: nil) significant customers who made up
greater than 10% of total revenue in the year. The following
revenue arose from the Group's largest customer in each year:
Year ended Year ended
30 April 30 April
2023 2022
GBP'000 GBP'000
---------------------- ---------- ----------
Annual licence fees 178 199
Professional services 167 8
====================== ========== ==========
Total revenue 345 207
====================== ========== ==========
4. Profit/(loss) per share
Basic earnings per share is calculated by dividing the net
profit/(loss) for the year attributable to ordinary shareholders by
the weighted average number of ordinary shares outstanding during
the year.
Diluted earnings per share is calculated by dividing the net
profit/(loss) for the year attributable to ordinary shareholders by
the weighted average number of ordinary shares outstanding during
the year plus the weighted average number of ordinary shares that
would be issued on the conversion of all dilutive potential
ordinary shares into ordinary shares.
Year ended Year ended
30 April 30 April
2023 2022
--------------------------------------------------------------- ---------- --------------
Profit/(loss) for the year attributable to the owners GBP400,000 (GBP3,434,000)
of the parent
--------------------------------------------------------------- ---------- --------------
2023 2022
Number Number
--------------------------------------------------------------- ---------- --------------
Weighted average number of shares
Weighted average number of shares in issue during the 339, 862
year ,521 339,862,521
6,797,
Weighted average number of shares post consolidation* 250 6,797,250
Dilutive effect of share options** 12,021,429 -
Number of dilutive effect of share options post consolidation* 240,429 -
--------------------------------------------------------------- ---------- --------------
Total number of dilutive effect of share options 7,037,679 -
--------------------------------------------------------------- ---------- --------------
Pence Pence
------------------------------------------------------------- ------ ------
Basic and diluted loss per share: ordinary shareholders
- continued (30.6) (53.7)
Basic profit per share: ordinary shareholders - discontinued 36.5 4.5
============================================================= ====== ======
Basic profit/(loss) per share: ordinary shareholders 5.9 (49.2)
Diluted profit/(loss) per share: ordinary shareholders 5.7 (49.2)
------------------------------------------------------------- ------ ------
* Ordinary shares and share options have been reinstated to
reflect the share consolidation of a ratio of 50:1 which took place
on 19 September 2023
** At 30 April 2023 there were 30,675,638 share options
outstanding, of these 13,675,638 were not included in the
calculation of diluted earnings per share as these are anti
dilutive in terms of IAS 33. As at 30 April 2022 all 14,564,527
share options were not included in the calculation of diluted
earnings per share as these are anti dilutive in terms of IAS
33
5. Related party disclosures
During the year, the Group received invoices from a family
member of a director for the provision of consultancy services for
the sum of GBP16,025 (2022: GBP10,850).
6. Discontinued operations and business disposals
In order to deliver the Group's emphasis on the Rosslyn product,
a decision was taken to dispose of the Langdon Systems and
Integritie parts of the Group. The Langdon Systems sale was
completed on 30 September 2022 and the Integritie sale completed on
1 November 2022, and are therefore the trading and profit on
disposal are presented on one line as discontinued operations for
the current and prior period in the consolidated statement of
comprehensive income. As part of the sale of Integritie there is a
conditional deferred payment of up to GBP1.4m based on achieving
certain revenue and growth targets. Based on current and available
information, this conditional deferred payment has been fair valued
at GBPnil. The above transactions have been treated as disposals
from the dates the sales were completed.
The associated assets and liabilities were consequently
presented as held for sale in the 2022 consolidated statement of
financial position. Financial information relating to the
discontinued operation for the Group is set out below.
Statement of comprehensive income
Year ended Year ended
30 April 30 April 30 April 30 April
2023 2023 2022 2022
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------------------- ------------------ ------------------
Discontinued operations
Revenue Cost of sales 1,510 3,140
(539) (958)
============================================ ================== ==================
Gross p rofit 971 2,184
============================================ ================== ==================
Admin expenses (830) (1,885)
Analysed as
Administrative expenses (830) (943)
Depreciation and amortisation - (942)
Share-based payment - -
============================================ ================== ==================
- (1,885)
============================================ ================== ==================
Operating profit 141 297
Profit on disposal of operations 2,309 -
Finance costs (9) -
============================================ ================== ==================
Profit before income tax 2,441 297
Income tax 27 -
============================================ ================== ==================
Total comprehensive income for discontinued
operations 2,468 297
============================================ ================== ==================
Statement of financial position
The major classes of asset and liabilities held for sale at 30
April 2022 were, as follows:
30 April
2022
GBP'000
---------------------------------------------------------------- --------------------
Assets
Non-current assets
Intangible assets 62
Property, plant and equipment Right-of-use assets 17
60
================================================================ ====================
139
================================================================ ====================
Current assets
Trade and other receivables Corporation tax receivable Cash 511 -
and cash equivalents -
================================================================ ====================
511
================================================================ ====================
Disposal of Group assets 650
================================================================ ====================
Liabilities (195)
Non-current liabilities Trade and other payables Deferred tax -
Financial liabilities - borrowings -
================================================================ ====================
195
================================================================ ====================
Current liabilities
Discontinued operations held for sale Trade and other payables (1,352)
================================================================ ====================
Financial liabilities - borrowings -
================================================================ ====================
(1.352)
================================================================ ====================
Disposal of Group liabilities (1,547)
================================================================ ====================
Net liabilities directly associated with disposal (897)
================================================================ ====================
Before the classification of Langdon Systems and Integritie as
discontinued operations, the recoverable amount was estimated for
the assets and no impairment loss has been identified.
Profit on disposal of operations
Year ended Year ended
30 April 30 April 30 April 30 April
2023 2023 2022 2022
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------------- --------------------- ----------------------------------
Cash proceeds 1,700 -
Selling fees paid out of consideration (188) -
========================================= ===================== ==================================
Net cash consideration 1,512 -
========================================= ===================== ==================================
Net assets disposed of
Intangible fixed assets 62
Tangible assets 20 -
Debtors 342 -
Creditors (1,449) -
========================================= ===================== ==================================
(1,025) -
========================================= ===================== ==================================
Post-completion costs (228) -
Profit on disposal before tax 2,309 -
========================================= ===================== ==================================
The cash flows from the discontinued operations were as
follows:
2023 2022
GBP'000 GBP'000
------------------------------------------------------- ------------------- -------------------
Net cash (used in)/generated from operating activities (716) 805
Net cash generated from investing activities 1,512 -
Net cash generated from financing activities 96 -
======================================================= =================== ===================
7. Post balance sheet events
After the reporting date, the Company successfully underwent an
equity fundraising round, raising GBP3m of gross proceeds.
On 19 September 2023, 882,963,721 existing ordinary shares were
consolidated into 17,659,275 new consolidated ordinary shares at a
conversion ratio of 50:1.
After the year end, on 29 September 2023, the Directors
determined that some of its share option schemes would be
cancelled. As a result of the cancellation, some of the outstanding
options under the schemes were forfeited and are no longer eligible
for exercise by the option holders. The value of the forfeited
share options at the date of the cancellation was determined to be
GBP59,874. This amount represents the total expense that would have
been recognised over the vesting period if the share options had
not been cancelled.
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END
FR FIFVRIVLLVIV
(END) Dow Jones Newswires
October 31, 2023 03:00 ET (07:00 GMT)
Rosslyn Data Technologies (LSE:RDT)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Rosslyn Data Technologies (LSE:RDT)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
