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Dev Clever Holdings Plc LSE:DEV London Ordinary Share GB00BH452L44 ORD GBP0.01
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Dev Clever Holdings PLC Annual Financial Report and Notice of AGM

29/03/2021 7:00am

UK Regulatory (RNS & others)


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TIDMDEV

RNS Number : 7255T

Dev Clever Holdings PLC

29 March 2021

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

NOT FOR PUBLICATION OR RELEASE IN OR INTO THE UNITED STATES OR AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA, OR ANY PROVINCE OR TERRITORY THEREOF OR TO OR FOR THE ACCOUNT OF ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES OR ANY PERSON RESIDENT IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA.

Dev Clever Holdings plc

('Dev Clever', the 'Group' or the 'Company')

Annual Financial Report for the year ended 31 October 2020 and Notice of Annual General Meeting

Acceleration of growth combined with material strengthening of equity capital.

Dev Clever (LSE: DEV), a leading developer of mobile and immersive experiences, is pleased to announce its audited full year results for the year ended 31 October 2020 (FY 2020).

Financial Highlights:

-- Total revenue up 161% to GBP1.25 million (2019: GBP0.5 million), reflecting the establishment of sales channels for the Group's core Educate platforms Launchyourcareer.com and VICTAR VR and an uplift within Agency Services supported by the acquisition of Phenix Digital.

-- The value of confirmed orders and customer commitments received during FY 2020 totalled GBP2.4 million (2019: GBP0.5 million) and was in line with management expectations.

   --    The overall EBITDA loss was GBP0.9 million (2019: GBP1.0 million). 

-- The loss before tax was GBP1.06 million compared to GBP1.07 million in the prior period. The loss reflects the Group's on-going investment in the productisation of its software platforms, the strengthening of its executive and senior management teams, and the establishing of a dedicated marketing function. The Group is focused on effectively capturing the significant revenue opportunities that are available to it, primarily in the UK, US, Canada and India.

-- Cash position of GBP1.03 million (2019: GBP0.50 million) at period end, with very significant equity growth capital raised post year-end.

-- Loss per share for the period of 0.22 pence (2019: 0.29 pence); Adjusted(2) loss per share 0.19 pence (2019: 0.23 pence).

Operational Highlights:

-- Signing of an exclusive three-year global distribution agreement with Lenovo, providing a direct route to the global EdTech market for Dev Clever's core careers education platforms, Launchyourcareer.com and VICTAR VR.

   --    Localising and launching Launchyourcareer.com and VICTAR VR for the US and Canadian markets. 

-- Undertaking a successful pilot of a virtual open week with schools, colleges and employers across the West Midlands in the UK, demonstrating the ability of Launchyourcareer.com to co-ordinate multiple broadcasts across many user groups concurrently.

-- Partnering with Veative Labs Pte. Ltd ("Veative"), a leading provider of online and immersive learning to the education sector, to enable the integration, cross-marketing and selling of products and services to provide a compelling careers development and learning programme, in and out of the classroom, on a global basis.

-- Completing the acquisition of Phenix Digital Limited, a multi-service digital agency within the education sector, enhancing the Company's sales and marketing capability and strengthening the Agency Services offering.

-- Entering into a three-year commercial partnership with Low6 LTD, a leading provider of mobile pool betting applications, to enable Low6's mobile quiz-based pool betting application, PubWars, to be integrated with the Engage platform and PubPal, the Company's mobile and contactless ordering and payment service.

-- Entering into a three-year commercial agreement with Heineken for the deployment of the Engage consumer loyalty platform, to run digital campaigns across its Star Pubs estate.

Post Period End Highlights:

   --    Overall growth profile and business momentum continues to accelerate. 

-- Significant additional growth capital raised: GBP12 million gross (circa GBP11.3 million net) raised since the period end and a further GBP6 million gross is expected to be completed imminently.

-- Signed and presently implementing a material license agreement (currently subject to a non-disclosure agreement) that utilises our core EdTech services capabilities.

-- Near term product launch in India through a highly innovative five-year exclusive partnership agreement with Veative Labs and the National Independent Schools Alliance ("NISA"), being India's largest governing body for budget private educational institutions. The partnership enables both a business-to-business subscription model for NISA affiliated schools and a direct-to-consumer subscription for pupils.

-- Formed and activated a Business Advisory and Intelligence Group, chaired by Lord McNichol of West Kilbride.

Footnotes

(1) Adjusted EDITDA and adjusted loss per share are stated after adjusting for the impact share-based payments and the one-off costs associated with the initial placing.

Chris Jeffries, Chief Executive Officer of Dev Clever, said:

"Our organisation and business activities were, like many other businesses around the world, impacted by the onset of the COVID-19 pandemic. In that context, the financial performance was especially pleasing. The year itself was significant in terms of our swift organisational response to the pandemic alongside the growth and momentum that the Company subsequently delivered, particularly towards the latter part of the financial year. The partnership with Veative has significantly increased our combined product depth and market reach. Our fully integrated Educate proposition is expected to go live in multiple major marketplaces shortly and this in turn will further benefit our extremely positive business momentum since the start of the current financial year.

"We welcome Asimilar Group Plc and Sitius Limited as new cornerstone investors and are pleased to have raised a very substantial amount of growth capital in a short period of time. This capital flexibility enables us to accelerate multiple growth initiatives in a disciplined manner. Our focus is to build a market leading and profitable position within the burgeoning global EdTech market space to the long-term benefit of all our stakeholders. We look forward with excitement to the future."

Publication of Annual Report and Notification of AGM

The Annual Report and Accounts for the year ended 31 October 2020 has today been sent to shareholders together with the Notice of and Form of Proxy for its Annual General Meeting, which will be held at 10:30 a.m. on Thursday, 22 April 2021 at its offices in Unit 1, Ninian Park, Ninian Way, Wilnecote, Tamworth, Staffordshire, B77 5ES.

In compliance with LR 9.6.1, the Company has submitted to the Financial Conduct Authority each of the following documents:

   --    2020 Annual Report and Accounts 
   --    AGM Notice 

These documents will shortly be available for inspection via the National Storage Mechanism.

The Annual Report and the AGM Notice will also be available to download from the Company's website: www.devcleverholdingsplc.com and hard copies can also be requested from the registered office, Ventura House, Ventura Park Road, Tamworth, Staffordshire, B78 3HL.

Investor Update

As previously announced, there will be a virtual capital markets event for analysts and investors at 09:30am on 06 April 2021 to discuss the Company's growth strategy and future prospects. Details, including joining instructions, will be made available at 7a.m. on the day of the event.

-ends-

 
Dev Clever Holdings plc 
 Christopher Jeffries 
 Chief Executive Officer and Executive 
 Chairman 
 
 Nicholas Ydlibi 
 Chief Financial Officer                  +44 (0) 330 058 2922 
 
Novum Securities Limited - Joint Broker 
 & Financial Adviser 
 Colin Rowbury 
 David Coffman                              +44 (0) 20 7399 9400 
 
Buchanan Communications 
 Richard Oldworth / Chris Lane            +44 (0) 207 466 5105 
 

Notes to Editors:

Dev Clever Holdings plc, together with its wholly owned subsidiary DevClever Limited, is a software and technology group based in Tamworth, United Kingdom, specialising in the use of lightweight integrations of cloud-based VR and gamification technologies to deliver rich customer engagement experiences across both the education and commercial sectors. In January 2019, Dev Clever listed on the Standard List of the London Stock Exchange. The Group's core focus is the development and commercialisation of its core platforms - Educate (its primary focus) and Agency Services (its secondary focus).

Educate Division:

Through Educate, Dev Clever aims to reduce the global skills shortage by delivering an enhanced careers guidance service via its online platform, Launchyourcareer.com, and virtual reality software (Victar VR). The business has established a global partnership with Lenovo to roll its service worldwide, with offerings already on the market in the UK, US and Canada. Dev Clever is also focused on the Indian market and has partnered with its National Independent Schools Alliance (NISA) and content provider Veative to provide a comprehensive service offering within Indian budget private schools. Through this, the business is developing and intends to launch a direct-to-consumer offering in India.

Agency Services Division:

The Company's Agency Services division provides customers from the retail, brand and hospitality sectors with bespoke application and customisation of the Group's proprietary cloud-based products in order to increase consumer engagement, transactional efficiencies and enhance customer experience within their venues.

For further information, please visit www.devcleverholdingsplc.com .

Chairman and Chief Executive Officer's Review

I am pleased to report that Dev Clever made significant progress during the financial year ended 31 October 2020 ("FY 2020"). We have a clearly stated roadmap that we continue to execute against, and I am pleased to have this opportunity to provide an update on our progress.

Overview of the year

This is the Group's second set of full year financial statements that we have released following our IPO and admission to Main Market of the London Stock Exchange in January 2019. For Dev Clever, and the world at large, FY 2020 presented unprecedented challenges with the onset of Covid-19 and the subsequent impact the pandemic has had. Like virtually every business and organisation, Dev Clever's operations were affected by the pandemic and, in both of its Education and Agency Services (where hospitality is the core of the client base) divisions, this resulted in the lengthening of sales cycles and the deferral of certain projects and contracts. Notwithstanding these headwinds, the Company was still able to deliver record growth and revenues.

The Group responded to the global pandemic quickly and it swiftly implemented business contingency plans for remote-based working, prioritising the health and wellbeing of its team members who adapted well to remote working. They were supported by technology and communications facilities that enabled them to transition with minimal impact on productivity and performance. Daily team huddles and fortnightly business-wide town halls enabled employees and teams to remain fully engaged, while keeping them safe.

Despite the global challenges, the Company continued to make significant progress over the course of FY 2020, validated by the decision last year to focus on its Educate division and to consolidate its remaining operations into an Agency Services division.

Revenues in FY 2020 were up 161% to GBP1.25 million (2019: GBP0.48 million) on confirmed orders of GBP2.4 million (2019: GBP0.5 million), generating a gross profit margin of 43.9% and gross margin of GBP0.55 million (2019: loss GBP0.04 million). The operating loss of GBP1.09 million (2019: loss GBP1.04 million) was in line with expectations and reflects the substantial on-going investment in our core careers education platforms, Launchyourcareer.com and VICTAR VR, and the build-up of the Company's sales and marketing capacity to support its launches in the UK, US and Canada.

Throughout FY 2020, the Company continued to make significant operational progress both in its primary division, Educate, and in Agency Services, including:

-- Signing an exclusive three-year global distribution agreement with Lenovo, providing a direct route to the global EdTech market for Dev Clever's core careers education products, Launchyourcareer.com and VICTAR VR.

   --    Localising and launching Launchyourcareer.com and VICTAR VR for the US and Canadian markets. 

-- Undertaking the successful pilot of a virtual open week with schools, colleges and employers across the West Midlands, demonstrating the ability of Launchyourcareer.com to co-ordinate multiple broadcasts across many user groups concurrently.

-- Partnering with Veative Labs Pte. Ltd ("Veative"), a leading provider of online and immersive learning to the education sector, to enable the integration, cross-marketing and selling of products and services to provide a compelling careers development and learning programme, in and out of the classroom, on a global basis.

-- Completing the acquisition of Phenix Digital Limited, a multi-service digital agency within the education sector, enhancing the Company's sales and marketing capability and strengthening the Agency Services offering.

-- Entering into a three-year commercial partnership with Low6 LTD, a leading provider of mobile pool betting applications, to enable Low6's mobile quiz-based pool betting application, PubWars, to be integrated with the Engage platform and PubPal, the Company's mobile and contactless ordering and payment service.

-- Entering into a three-year commercial agreement with Heineken for the deployment of the Engage consumer loyalty platform, to run digital campaigns across its Star Pubs estate.

The business has also added to its leadership team, welcoming Chief Operating Officer and Chief Sales Officer, Tim Heaton, to the Board in May 2020. In addition, the senior management team has been strengthened with the appointments of Richard Lee as Global Sales Director and Keith Hayes as Head of Governance and Risk. Richard joined the Group from Lenovo, where he was the Business Development Manager of Educational Global Verticals at Lenovo Group. Richard worked extensively on the launch of the Lenovo VR Classroom product and has an in-depth understanding of the EdTech market and of Dev Clever's comprehensive service offering. Keith is a cybersecurity professional with extensive industry experience of leading global infrastructure, data and security teams. He has also made key contributions to data privacy and protection policies and standards for both central and local government.

This significant operational progress over the period has been supported by the Company's financing activities. In January 2020, the Group raised net proceeds of GBP0.77 million by way of a placing and a convertible loan from its Executive Chairman. In May 2020, the Company entered into an agreement with Intrinsic Capital Jersey Limited ("ICJL") to raise up to GBP10.0 million in four subscription tranches at a fixed price of 10 pence per ordinary share, which was a material premium to the prevailing share price at the time. The first tranche of this investment, which completed in two stages over August and September 2020, raised gross proceeds of GBP2.0 million and net proceeds of GBP1. 9 million.

Company Overview.

Educate continues to be the Company's primary division and the focus of management and capital resource, with Agency Services playing an important role in providing a source of recurring revenue, while servicing a host of blue-chip brands, employers and educators with digital experience solutions to increase student and customer engagement for promotions, learning, training and development.

Educate

The Company's primary revenue model is two-phased. Initially revenue will be secured from fixed annually recurring SaaS licences from the users of the VICTAR VR application and the supporting analytics available through Launchyourcareer.com. The costs of these licences are either:

-- Included in the retail value of the hardware manufacturer's VR classroom solutions and are payable to Dev Clever by the hardware manufacturer on sale of the supporting hardware. Launchyourcareer.com and VICTAR VR are taken to market by the hardware manufacturer's direct sales teams and their network of distributors and resellers; or

   --    Payable as a direct subscription. 

Once the user base is established, the Company will subsequently look to exploit additional commercial opportunities by providing employers and further education establishments the opportunity to promote their respective employment opportunities and courses through a self-service advertising framework, on an annual subscription basis and the provision of added-value professional services.

The demand for remote-based and immersive learning continues to grow. This has been compounded by the COVID-19 pandemic that has forced both educators and businesses to adopt new ways of working. This is further supported by major manufacturers positioning themselves and their affordable standalone VR equipment to take advantage of the mass adoption of this technology wave across the world.

The Group's virtual reality careers guidance platforms, Launchyourcareer.com and VICTAR VR, are designed to connect young people, their influencers, schools, educational institutions, employers and training providers together. The platform is being successfully used by a number of schools, academies and colleges in the UK and hosted its first virtual open week in July 2020, bringing together students, further education colleges and employers to share opportunities for young people to follow their career aspirations. Rollout commenced in the US though the partnerships with both Lenovo and Veative. The Company has now completed the engagement and training of the distributor and reseller network and, alongside the launch of its first direct marketing campaign, has seen a strong increase in interest and associated enquiries.

The Company's Educate proposition is well placed to benefit from recent legislation including the UK Government's mandatory requirement for schools to improve the level of personal engagement in careers advice and the US Federal Government's focus on career-based skills learning:

-- In December 2017, the UK Department for Education released its new career guidance strategy which placed the eight Gatsby Career Benchmarks at its heart. Gatsby believes that every young person needs high quality career guidance to make an informed decision about their future, and this is even more important with reforms to technical education introduced during 2020. Career guidance is also a vehicle for social justice: those young people without social capital or career support at home suffer most from poor career guidance.

-- In March 2020, the UK government announced that it would spend GBP2.5 billion on a new National Skills Fund aimed at encouraging adults to train throughout life and pushing the government and employers to increase investment in closing the skills gap. The government announced that a further GBP1.5 billion would be spent on capital investment to improve buildings in further education colleges.

-- The National Career Development Guidelines (NCDG) are a framework in the US and Canada for thinking about the knowledge and skills young people and adults need to manage their careers effectively, from making decisions about school to taking that first job and beyond. To support the framework, the NCDG website provides career development activities and resources for youth and adults that are linked to the NCDG goals. The Strengthening Career and Technical Education for the 21st Century Act (Perkins V) was signed into law by President Trump on July 31, 2018. This bipartisan measure reauthorized the Carl D. Perkins Career and Technical Education Act of 2006 (Perkins IV) and continued Congress' commitment in providing nearly $1.3 billion annually for career and technical education (CTE) programs for the nation's youth and adults. Perkins V represents an important opportunity to expand opportunities for every student to explore, choose, and follow career and technical education programmes of study and career pathways to earn credentials of value.

The Directors believe that the prevailing skills gaps, together with the enhanced focus on career development, creates significant demand for EdTech solutions. The Company's Educate products are well placed to enhance careers advisory programmes delivered within schools and provide personalised, measurable and independent careers' advice.

Dev Clever will continue to invest in Launchyourcareer.com and VICTAR VR with the objective of enabling educational establishments to comply with and support these requirements. The Company continues to explore opportunities to extend the reach of its Launchyourcareer.com and VICTAR VR platforms with either its existing partners or with new partners, as appropriate. These opportunities include a rollout into both new territories and new market sectors, such as primary education and young people who have fallen out of education and training.

Agency Services

The Group's Agency Services proposition encompasses the Engage digital loyalty platform and the Group's bespoke development services:

   --    Engage. 

The Group's proprietary cloud-based gamification engine that allows it to provide digital engagement experiences to consumers of global brands and major retail customers. Blue chip customers currently benefiting from the Engage platform include Heineken and Britvic. The Company's longer-term vision is to utilise Engage to enhance the user experience of its core Educate platforms.

   --    Bespoke. 

Bespoke innovation and development services covering mobile communication, automation and management software applications. Developments include:

o Creation of a sound recording application for Audoo Limited to automatically identify and track music played in public spaces.

o Development of a mobile quiz-based pool betting application in partnership with Low6.

Post-period end developments and outlook.

Secured significant equity funding to accelerate targeted growth.

The increased pace of growth has been facilitated through the receipt of further capital since the year end. In January 2021 the Company received gross proceeds of GBP2.0 million, net GBP1.9 million, from the second tranche of the Intrinsic ("ICJL") subscription.

In February 2021 the Company announced a further equity subscription agreement with One Nine Two Pte Limited. The agreement provided for an initial subscription of 20 million new ordinary shares at a subscription price of 20p per share, which completed in the month, raising gross proceeds of GBP4.0 million, net GBP3.8 million. The agreement also provides for a further subscription of 20 million ordinary shares at an exercise price of 30 pence per share to raise gross proceeds of GBP6.0 million. This will complete automatically once the Company's share price closes at or above 34p for a period of five consecutive days and is valid for a period of nine months. The Company also granted One Nine Two Pte Limited a warrant over 40 million new ordinary shares at an exercise price of 50p per share, subject to completion of the further subscription. The warrant is exercisable in whole or in part at any time until the second anniversary of the completion of the first subscription.

On 25 February 2021, the Company announced the novation of the subscription agreement with One Nine Two Pte Limited in favour of Sitius Limited ("Sitius"), an investment vehicle wholly owned by Dr David vonRosen. On the same date, ICJL also entered into an agreement with Sitius to assign 30 million of its remaining subscription rights to 60 million new ordinary shares in the Company at an exercise price of 10p per share. ICJL and Sitius Limited completed their subscriptions to these shares, following the publication of the Company's Prospectus on 17 March, raising gross proceeds of GBP6.0 million, net GBP5.6 million.

ICJL has also transferred a warrant to Sitius to subscribe for 15 million new ordinary shares in the Company at an exercise price of 25p. This is in addition to the warrant for 40 million new shares that were novated to Sitius from 192 Pte, with an exercise price of 50p. ICJL retains 35 million shares under warrant at an exercise price of 25p. In the event that ICJL and Sitius elect to exercise their warrants in full, the Company would raise a further GBP32.5 million.

The ICJL, 192 Pte and Sitius investments have very significantly strengthened the Company's balance sheet and its ability to accelerate and support the growth of its core business in the near term. The Board will continue to pursue future growth and expansion initiatives targeting opportunities that deliver tangible long-term shareholder value.

Enhanced leadership

The Company has recently announced the formation of a Business Advisory and Intelligence Group, which comprises members from a broad background of educators, careers education specialists and employers from both the UK and abroad. Under its Chair, Lord McNicol of West Kilbride, the Group will meet quarterly and advise the Company on the latest global thinking surrounding careers guidance as well as providing a testbed for new content.

Well positioned to grow in India

The pace of progress relating to developments in India has continued to accelerate since the year end. The Company entered into a five-year exclusive partnership agreement with Veative and the National Independent Schools Alliance ("NISA"), India's largest governing body for budget private educational institutions. This agreement will see all parties execute an implementation and rollout schedule that will result in Dev Clever's Launchyourcareer.com platform being utilised by NISA as the platform-of-choice to deliver a minimum standard of career guidance across its affiliated schools in India. NISA represents over 70,000 budget private schools in India, attended by c.13 million students.

The partnership will see Dev Clever launch its careers education platform as both a business-to-business subscription model for NISA affiliated schools and a direct-to-consumer subscription for pupils. This direct-to-consumer subscription model will provide extended functionality and additional access to careers development content out of formal school hours and at students' homes.

The Company believes that the partnership will provide the platform for further growth in the Indian market with the opportunity to extend its offer to the wider Indian budget private sector representing over 230,000 further establishments.

New contract

Dev Clever recently executed another material EdTech services contract. The details of this comprehensive partnership agreement are currently subject to an NDA, which expires when this innovative proposition goes live for general availability, which is expected to be in the second half of the 2021 calendar year.

Summary

FY 2020 has been a year of growth as the Company's roadmap of placing its core Educate platforms, Launchyourcareer.com and VICTAR VR, started to gain tangible momentum. The management team is confident that the business' comprehensive and ever-growing EdTech product portfolio can obtain substantial market share particularly in the leading and highly significant Edtech markets of the US and India. This will undoubtedly be further fuelled by the pending innovative launch of the Company's direct-to-consumer subscription model.

The innovative and material equity funding received primarily from Intrinsic and Sitius has provided a meaningful capital base to further accelerate the Group's ambitious growth plans. As the Group expand in India, it paves the way for Launchyourcareer.com to not only support pupils in understanding their career aspirations but also provides them with meaningful content resources to realise their ambitions. This, alongside the potential opportunity to develop or acquire further content resource, will further add to the expertise of our resource and careers' platforms. I look forward to updating shareholders and the market on additional progress in India over the course of 2021.

The business' overall momentum continues to keep accelerating and management remains highly confident that with a strong product, partner and capital line up combined with a very focused implementation and delivery program, the business can smartly expand its market share in what is proving to be one of the most exciting, rapidly evolving and fastest growing market segments around the world. The Group will take advantage of complementary growth opportunities that further strengthens its end-to-end client solutions and at the same time accelerate developments in key markets when opportunities arise.

Finally, and on behalf of the entire Board, I would like to thank our clients, stakeholders and all our employees for their unwavering support and commitment during these challenging times for all.

Chris Jeffries

Chairman and Chief Executive Officer

26 March 2021

Chief Financial Officer's Review

Dev Clever Holdings Plc comprises a holding company, Dev Clever Holdings Plc, its trading subsidiary, DevClever Limited and its non-trading subsidiary, Phenix Digital Limited. Phenix Digital was acquired on 13 March 2020 and its on-going trade and operations were transferred to Dev Clever Limited on 1 April 2020. As a result of this transfer, DevClever Limited is the only trading subsidiary within the Group. The transfer of trade also results in the investment in Phenix Digital being reclassified as goodwill in the statement of financial position for the holding company, Dev Clever Holdings plc.

The Company and consolidated financial statements have been prepared on the basis outlined in note 2 basis of consolidation. Following the transfer of the trade and operations of Phenix Digital, including the transfer of all staff and the novation of all sales contracts, to DevClever Limited, DevClever Limited remains the only trading subsidiary and trading entity within the Group. The operating expenses reported within the Group also reflect the regulatory and compliance costs arising from the maintenance of the listing, which are borne within the holding company. The Directors believe that these increased costs will offset over time through the accelerated growth that will arise from the capital accessed by the Group through its listing.

Revenues in each of the Company's operating segments are comprised of development and set-up fees, alongside licence, subscription, hosting and support fees. Total revenue for the year at GBP1.25 million (2019: GBP0.5 million) represents an increase of 161% reflecting both the establishment of a sales channel for the Group's core Educate platform Launchyourcareer.com and VICTAR VR and an uplift within Agency Services supported through the acquisition of Phenix Digital. Revenue growth has been adversely impacted in the period by the Covid-19 virus that caused significant disruption to both the education and hospitality sectors. This resulted in orders being both delayed and cancelled across both the Educate and Agency Services. Despite this disruption, the value of confirmed orders and letters of intent received totalled GBP2.4 million (2019: GBP0.5 million) and was in line with management expectations for the period.

Gross margin of GBP0.55 million (2019: loss GBP0.04 million) reflects the increased weighting towards higher margin licence fee income within the Educate division and revised pricing strategy within Agency Services combined with the more effective utilisation of internal and external development resource.

The overall EBITDA loss was GBP0.9 million compared to a loss of GBP1.0 million in the prior period. There was no impairment of capitalised software costs in the period (2019: GBP0.17 million), with development activity being focused on the on-going enhancement and extension of the Launchyourcareer.com and VICTAR VR careers education platform. It also includes charges for share based payments of GBP0.14 million (2019: GBP0.11 million) arising from employee share options and advisor warrants issued in the period. Costs associated with fund raising activities, totalling GBP0.13 million (2019: GBP0.06 million), have been offset within share premium. In the prior year, one-off costs of GBP0.11 million relating to the IPO had been recognised in the income statement.

The loss before tax was GBP1.06 million compared to GBP1.07 million in the prior period. The loss reflects the Group's on-going investment in the productisation of its software platforms, strengthening of the executive and senior management teams and establishment of a central marketing function. The Group is focused on delivering the significant revenue opportunities now open to the Company across the UK, US and India.

Overall cash inflow in the year was GBP0.54 million (2019: GBP0.42 million) and reflects net financing proceeds of GBP2.60 million (2019: GBP1.36 million). Operating cash flow, adjusting for the capitalisation of software development reported within investing activities was a net outflow of GBP1.87 million (2019: GBP0.90 million), reflecting on-going investment in the Launchyourcareer.com and VICTAR VR careers education platform. These have been customised for the North American market in the period, with work commencing on the customisation for the Indian market, scheduled to go live by April 2021. The business has increased investment in the executive and senior management teams as well as establishing a central marketing team to drive sales across all geographies. The Board is confident that the Group is well placed to take advantage of the opportunities that will arise as the world recovers from the Covid pandemic and, in particular, the demand for both remote and immersive learning as well as career focussed education.

The Group had cash reserves of GBP1.03 million (2019: GBP0.50 million) at the period end. In January 2021, the Group raised a further GBP2.0 million gross proceeds, GBP1.9 million net, through the receipt of the second tranche of its subscription agreement with Intrinsic Capital (Jersey) Limited. In February 2021 the Group raised a further GBP4.0 million gross proceeds, GBP3.8 million net, through the initial tranche of a new subscription agreement with One Nine Two Pte Limited. The Group has subsequently given approval for One Nine Two Limited to novate the remaining parts of its subscription agreement in favour of Sitius Limited, an investment vehicle wholly owned by Dr David vonRosen.

The Group also gave permission for Intrinsic Capital (Jersey) Limited to assign to Sitius Limited 30 million of its remaining subscription rights to 60 million new ordinary shares in the Company at an exercise price of 10p per share. ICJL and Sitius Limited completed their subscriptions to these shares, following the publication of the Company's Prospectus on 17 March, raising gross proceeds of GBP6.0 million, net GBP5.6 million.

Nicholas Ydlibi

Chief Financial Officer

26 March 2021

Audit Report

The Group's auditor has reported on the accounts and its reports are unqualified. The Independent Auditor's Report on the Group financial statements is set out in full on pages 43 to 48 of the 2020 Annual Report and Accounts.

Directors' Responsibilities Statement

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with International Financial Reporting Standards (IFRSs) in conformity with the requirements of the Companies Act 2006. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit and loss of the Group for that period. In preparing these financial statements, International Accounting Standard 1 requires that the Directors are required to:

   -      Properly select and apply suitable accounting policies; 

- Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- Provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

   -      Make an assessment of the Group and Company's ability to continue as a going concern. 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Website publication

The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Group and Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Group and Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the on-going integrity of the financial statements contained therein.

Directors' responsibilities pursuant to DTR4 (Disclosure and Transparency Rules)

The Directors confirm to the best of their knowledge:

- The Group and Company financial statements have been prepared in accordance with lFRSs in conformity with the requirements of the Companies Act 2006and Article 4 of the IAS Regulation and give a true and fair view of the assets, liabilities, financial position and profit and loss of the group and company included in the consolidation taken as a whole; and

- The annual report includes a fair review of the development and performance of the business and financial position of the Group and Company together with a description of the principal risks and uncertainties.

Approved on behalf of the Board of Directors on 26 March 2021

NAR Ydlibi

Chief Financial Officer

C onsolidated Statement of Comprehensive Income

 
                                         Note    Year ended    Year ended 
                                                 31 October    31 October 
                                                       2020          2019 
                                                        GBP           GBP 
 Continuing operations 
 
 Revenue                                    4     1,254,734       480,585 
 Cost of sales                              5     (703,607)     (521,782) 
 
 Gross profit / (loss)                              551,127      (41,197) 
 
 Administrative expenses                    5   (1,637,728)     (999,660) 
 
 Loss from operations                           (1,086,601)   (1,040,857) 
 
 Fair value gain on financial assets 
  at fair value through profit and 
  loss                                     14        77,518             - 
 Finance income                             8           240           811 
 Finance costs                              8      (47,411)      (24,601) 
 
 Loss before tax                                (1,056,254)   (1,064,647) 
 
 Tax credit                                10       118,557        45,016 
 
 Loss for the period from continuing 
  operations                                      (937,697)   (1,019,631) 
 
 Other comprehensive income: 
 Items not reclassified to profit 
  or loss in subsequent periods: 
 
 
 Total other comprehensive income                         -             - 
  for the period 
 
 Total comprehensive income for the 
  period attributable to shareholders             (937,697)   (1,019,631) 
                                               ============  ============ 
 
 Earnings per share 
 Basic (pence per share)                   11        (0.22)        (0.29) 
 Diluted (pence per share)                 11        (0.22)        (0.29) 
 
 Adjusted basic (pence per share)          11        (0.19)        (0.23) 
 Adjusted diluted (pence per share)        11        (0.19)        (0.23) 
 

The notes to the consolidated financial statements form an integral part of these financial statements.

Consolidated Statement of Financial Position

 
                                           Note                As at 31        As at 31 
                                                           October 2020    October 2019 
                                                                    GBP             GBP 
 Non-current assets: 
 Goodwill                                    12                 240,145               - 
 Intangible assets                           12                 818,723         157,673 
 Property, plant & equipment                 13                 105,481          41,706 
 Financial assets at fair value through 
  profit and loss                            14                 138,653           1,125 
                                                 ----------------------  -------------- 
                                                              1,303,002         200,504 
 Current assets: 
 Inventories                                                      2,650           6,200 
 Trade and other receivables                 16               1,132,018         156,614 
 Cash and cash equivalents                   17               1,032,473         496,707 
                                                 ----------------------  -------------- 
                                                              2,167,141         659,521 
 
 Total assets                                                 3,470,143         860,025 
 
 Current liabilities: 
 Trade and other payables                    18               (345,071)       (135,481) 
 Deferred income                             18               (210,145)           (603) 
 Loans and borrowings, amounts falling 
  due within one year                        19                (90,583)        (47,727) 
                                                 ----------------------  -------------- 
                                                              (645,799)       (183,811) 
 +Non-current liabilities: 
 Loans and borrowings, amounts falling 
  due after more than one year               19               (318,681)        (89,847) 
 Deferred tax                                20                (25,866)        (16,464) 
                                                 ----------------------  -------------- 
                                                              (344,547)       (106,311) 
 
 Total liabilities                                            (990,346)       (290,122) 
 
 Net assets                                                   2,479,797         569,903 
                                                 ======================  ============== 
 
 Share capital                               22               4,712,197       3,884,017 
 Merger reserve                              22             (2,499,900)     (2,499,900) 
 Share premium reserve                       22               1,977,447         246,246 
 Other Reserves                              22                 323,237         110,212 
 Retained earnings                           22             (2,033,184)     (1,170,672) 
 
 Total equity to shareholders                                 2,479,797         569,903 
                                                 ======================  ============== 
 

The notes to the consolidated financial statements form an integral part of these financial statements.

This report was approved and authorised for issue by the Board of Directors on 26 March 2021 and were signed on their behalf by:

CM Jeffries

Chairman and Chief Executive Officer

Company Statement of Financial Position

 
                                 Note        As at 31        As at 31 
                                         October 2020    October 2019 
                                                                  GBP 
 Non-current assets: 
 Goodwill                          12         183,928               - 
 Investments                       15       2,500,000       2,500,000 
                                       --------------  -------------- 
                                            2,683,928       2,500,000 
 
 Current assets: 
 Trade and other receivables       16       3,572,882       1,425,472 
 Cash and cash equivalents         17         938,806         325,374 
                                       --------------  -------------- 
                                            4,511,688       1,750,846 
 
 Total assets                               7,195,616       4,250,846 
 
 Current liabilities: 
 Trade and other payables          18        (77,396)        (72,112) 
                                       --------------  -------------- 
                                             (77,396)        (72,112) 
 
 Non-Current Liabilities: 
  Loans and borrowings             19       (250,882)               - 
                                            (250,882)               - 
 
 Total liabilities                          (328,278)        (72,112) 
 
 
 Net assets                                 6,867,338       4,178,734 
                                       --------------  -------------- 
 
 Share capital                     22       4,712,197       3,884,017 
 Share premium reserve             22       1,977,447         246,246 
 Other reserves                    22         323,237         110,212 
 Retained earnings                 22       (145,543)        (61,741) 
 
 Total equity to shareholders               6,867,338       4,178,734 
                                       --------------  -------------- 
 
 

The Company has taken advantage of section 408 of the Companies Act 2006 and consequently a profit and loss account has not been presented for the Company. The Company's loss for the financial period was GBP162,585 (2019: loss GBP61,741).

The notes to the Company financial statements form an integral part of these financial statements.

This report was approved and authorised for issue by the Board of Directors on 26 March 2021 and were signed on their behalf by:

CM Jeffries

Chairman and Chief Executive Officer

Company registration No: 11589976

Consolidated Statement of Changes in Equity

 
                                      Share        Merger       Share       Other      Retained         Total 
                                    capital       reserve     premium    reserves      earnings 
                                                              reserve 
                                    Note 22       Note 22     Note 22     Note 22       Note 22 
                                        GBP           GBP         GBP         GBP           GBP           GBP 
 
 Balance at 01 November 
  2018                                  100             -           -           -     (151,041)     (150,941) 
 Loss after taxation 
  for the period                          -             -           -           -   (1,019,631)   (1,019,631) 
                                 ----------  ------------  ----------  ----------  ------------  ------------ 
 Total comprehensive 
  loss for the period                     -             -           -           -   (1,019,631)   (1,019,631) 
 
 Transactions with 
  owners 
 Acquired on acquisition 
  of subsidiary                   2,499,900   (2,499,900)           -           -             -             - 
 Pre IPO, IPO and subscription    1,013,000             -           -           -             -     1,013,000 
 Conversion of convertible 
  loan facility                     220,000             -           -           -             -       220,000 
 Issue of warrants                   22,900             -           -           -             -        22,900 
 Placing                            128,117             -     246,246           -             -       374,363 
 Share based payments                     -             -           -     110,212             -       110,212 
                                  3,883,917   (2,499,900)     246,246     110,212             -       720,844 
 
 Balance at 31 October 
  2019                            3,884,017   (2,499,900)     246,246     110,212   (1,170,672)       569,903 
                                 ----------  ------------  ----------  ----------  ------------  ------------ 
 
 Adoption of IFRS 16 
  leases                                                                                (3,598)       (3,598) 
 Loss after taxation 
  for the period                          -             -           -           -     (937,697)     (937,697) 
 Total comprehensive 
  loss for the period                     -             -           -           -     (941,295)     (941,295) 
 
 Transactions with 
  owners 
 Issue of ordinary 
  shares                            828,180             -   1,866,663           -             -     2,694,843 
 Expenses incurred 
  on issue of ordinary 
  shares                                                -   (135,462)           -             -     (135,462) 
 Share-based payments                     -             -           -     140,177             -       140,177 
 Recycle of share-based 
  payments on exercise                    -             -           -    (78,783)        78,783             - 
 Equity component of 
  compound financial 
  instrument                              -             -           -     151,631             -       151,631 
                                    828,180             -   1,731,201     213,025        78,783     2,851,189 
 
 Balance at 31 October 
  2020                            4,712,197   (2,499,900)   1,977,447     323,237   (2,033,184)     2,479,797 
                                 ==========  ============  ==========  ==========  ============  ============ 
 
 
   -      Share capital is the amount subscribed for shares at nominal value 

- The merger reserve relates to the adjustment required to account the acquisition of DevClever Limited as a reverse acquisition

- Share premium reserve is the additional amount of funds received in excess of the nominal value of the shares and recorded net of associated transaction costs

- Other reserves comprise (i) share-based payments reserve in respect of share-based payments arising on the grant of employee share options and advisor warrants in accordance with IFRS 2 (ii) the equity component of the director's loan, which has been treated as a compound financial instrument

- Retained earnings represents the cumulative earnings of the Group attributable to equity shareholders.

The notes to the consolidated financial statements form an integral part of these financial statements.

Company Statement of Changes in Equity

 
                                      Share       Share       Other    Retained       Total 
                                    capital     premium    reserves    earnings 
                                                reserve 
                                    Note 22     Note 22     Note 22     Note 22 
                                        GBP         GBP         GBP         GBP         GBP 
 
 On incorporation on                      -           -           -           -           - 
  26 September 2018 
 Loss after taxation 
  for the period                          -           -           -    (61,741)    (61,741) 
                                 ----------  ----------  ----------  ----------  ---------- 
 Total comprehensive 
  loss for the period                     -           -           -    (61,741)    (61,741) 
 
 Transactions with 
  owners 
 Shares issued on acquisition 
  of Dev Clever Limited           2,500,000                                       2,500,000 
 Pre IPO, IPO and subscription    1,013,000           -           -           -   1,013,000 
 Conversion of convertible 
  loan facility                     220,000           -           -           -     220,000 
 Issue of warrants                   22,900           -           -           -      22,900 
 Placing                            128,117     246,246           -           -     374,363 
 Share based payments                     -           -     110,212           -     110,212 
                                  3,884,017     246,246     110,212           -   4,240,475 
 
 Balance at 31 October 
  2019                            3,884,017     246,246     110,212    (61,741)   4,178,734 
                                 ----------  ----------  ----------  ----------  ---------- 
 
 Loss after taxation 
  for the period                          -           -           -   (162,585)   (162,585) 
                                 ----------  ----------  ----------  ----------  ---------- 
 Total comprehensive 
  loss for the period                     -           -           -   (162,585)   (162,585) 
 
 Transactions with 
  owners 
 Issue of ordinary 
  shares                            828,180   1,866,663           -           -   2,694,843 
 Expenses incurred 
  on issue of ordinary 
  shares                                      (135,462)           -           -   (135,462) 
 Share-based payments                     -           -     140,177                 140,177 
 Recycle of share-based 
  payments on exercise                    -           -    (78,783)      78,783           - 
 Equity component of 
  compound financial 
  instrument                              -           -     151,631           -     151,631 
                                    828,180   1,731,201     213,025      78,783   2,851,189 
 
 Balance at 31 October 
  2020                            4,712,197   1,977,447     323,237   (145,543)   6,867,338 
                                 ==========  ==========  ==========  ==========  ========== 
 
 
   -      Share capital is the amount subscribed for shares at nominal value 

- Share premium reserve is the additional amount of funds received in excess of the nominal value of the shares and recorded net of associated transaction costs

- Other reserves comprise (i) share-based payments reserve in respect of share-based payments arising on the grant of employee share options and advisor warrants in accordance with IFRS 2 (ii) the equity component of the director's loan, which has been treated as a compound financial instrument

- Retained earnings represents the cumulative earnings of the Group attributable to equity shareholders.

The notes to the Company financial statements form an integral part of these financial statements.

Consolidated Statement of Cash Flows

 
                                                           Year ended    Year ended 
                                                           31 October    31 October 
                                                                 2020          2019 
                                                                  GBP           GBP 
 Cash flows from operating activities: 
 Loss before tax                                          (1,056,254)   (1,064,647) 
 Adjustments for: 
 Depreciation                                                  55,808        14,692 
 Amortisation of intangibles                                   99,747        11,207 
 Impairment of intangibles                                          -       174,085 
 Fair value gain on financial assets                         (77,518)             - 
  through profit and loss 
 Finance Income                                                 (240)         (811) 
 Finance costs                                                 47,411        24,601 
 Share-based payment expenses                                 140,177       110,212 
 Decrease / (increase) in inventories                           3,550       (6,200) 
 Increase in trade and other 
  receivables                                               (836,562)      (37,220) 
 Increase / (decrease) in trade and 
  other payables                                              318,704      (18,723) 
 Income tax paid                                             (14,700)             - 
 Income tax received                                                -        96,057 
                                              -----------------------  ------------ 
 Net cash flows used in operating 
  activities                                              (1,319,877)     (696,747) 
 
 Cash flows from investing activities: 
 Payments to acquire property, plant 
  and equipment                                              (33,584)      (26,642) 
 Payments to develop intangible assets                      (686,138)     (211,488) 
 Payments to acquire investments                             (60,010)       (1,125) 
 Acquisition of subsidiary undertaking                      (100,000)             - 
                                              -----------------------  ------------ 
 Net cash flows used in investing 
  activities                                                (879,732)     (239,255) 
 
 Cash flows from financing activities 
  : 
 Net proceeds from issue of equity                          2,454,313     1,421,362 
 Proceeds from borrowings                                     400,000             - 
 Repayment of borrowings                                     (68,592)      (31,818) 
 Finance lease payments on right                             (26,713)             - 
  of use assets 
 Interest received                                                240           811 
 Interest paid                                               (23,873)      (30,335) 
 Net cash flows from financing activities                   2,735,375     1,360,020 
 
 Net increase in cash and cash equivalents 
  in the year                                                 535,766       424,018 
 Cash and cash equivalents at beginning 
  of period                                                   496,707        72,689 
                                              -----------------------  ------------ 
 Cash and cash equivalents at end 
  of period                                               1,032,473         496,707 
                                              =======================  ============ 
 
 
 Cash and cash equivalents                                  1,032,473       496,707 
                                              =======================  ============ 
 
 Non-cash movements not disclosed within the consolidated statement 
  of cash flows: 
 
 Consideration shares issued on acquisition of Phenix Digital 
  Limited GBP83,928. Further details of the total consideration 
  paid for Phenix Digital is presented in note 28 Business combination. 
 
  Equity component of the convertible loan GBP151,631. Further 
  details of the treatment of the convertible loan is presented 
  in note 19 Loans and borrowings 
 

The notes to the consolidated financial statements form an integral part of these financial statements.

Company Statement of Cash Flows

 
                                                     Year ended    Year ended 
                                                     31 October    31 October 
                                                           2020          2019 
                                                            GBP           GBP 
 Cash flows from operating activities: 
 Loss before tax                                      (162,585)      (61,741) 
 Adjustments for: 
        Impairment of loan to subsidiary                 80,111             - 
         undertaking 
        Finance income                                 (91,704)      (52,431) 
        Finance costs                                    23,654             - 
        Share-based payment expenses                    140,177       110,212 
        Increase in trade and other 
         receivables                                  (224,485)      (18,654) 
        Increase in trade and other payables             96,862        61,013 
                                                  -------------  ------------ 
 Net cash flows (used in)/from operating 
  activities                                          (137,970)        38,399 
 
 Cash flows from investing activities: 
 Loans to subsidiary undertakings                   (2,049,475)   (1,233,000) 
 Repayments of loan from subsidiary 
  undertaking                                            46,435        98,596 
 Acquisition of subsidiary                            (100,000)             - 
                                                  -------------  ------------ 
 Net cash flows used in investing 
  activities                                        (2,103,040)   (1,134,404) 
 
 Cash flows from financing activities 
  : 
 Net proceeds from issue of equity                    2,454,313     1,421,362 
 Proceeds from borrowings                               400,000             - 
 Interest received                                          129            17 
                                                  -------------  ------------ 
 Net cash flows from financing activities             2,854,442     1,421,379 
 
 Net increase in cash and cash equivalents 
  in the year                                           613,432       325,374 
 Cash and cash equivalents at beginning                 325,374             - 
  of period 
                                                  -------------  ------------ 
 Cash and cash equivalents at end 
  of period                                             938,806       325,374 
                                                  =============  ============ 
 
 
 Cash and cash equivalents                              938,806       325,374 
                                                  =============  ============ 
 
 Non-cash movements not disclosed within the consolidated statement 
  of cash flows: 
 
 Consideration shares issued on the acquisition of Phenix Digital 
  Limited GBP83,928. Further details of the total consideration 
  paid for Phenix Digital is presented in note 28 Business combination. 
 
  Equity component of the convertible loan GBP151,631. Further 
  details of the treatment of the convertible loan are presented 
  in note 19 Loans and borrowings. 
 

The notes to the Company financial statements form an integral part of these financial statements.

Notes to the Financial Statements

 
 1   General Information 
 
     Dev Clever Holdings Plc ("the Company") is publicly traded 
      on the Standard List of the London Stock Exchange. The Company 
      is incorporated and domiciled in England and Wales. Its registered 
      office is Ventura House, Ventura Park Road, Tamworth, Staffordshire, 
      B78 3HL and the registered number is 11589976. 
 
     The Company is the parent company of Dev Clever Limited ("DevClever") 
      and Phenix Digital Limited. Dev Clever is incorporated and 
      domiciled in England and Wales with the same registered office 
      as the Company. Phenix Digital Limited is incorporated and 
      domiciled in England and Wales with the registered office 
      being Creative Industries Centre, Wolverhampton Science Park, 
      Wolverhampton, West Midlands, WV10 9TG. 
 
     The Group is principally engaged in the development of immersive 
      software products that deliver customer engagement, through 
      both its careers platform Launchyourcareer.com, supported 
      by VICTAR VR, and through its Agency Services offering. 
 
 
 2   Summary of significant accounting policies 
 
     The principal accounting policies applied in the preparation 
      of these consolidated financial statements are set out below. 
      These policies have been consistently applied to all the 
      years presented, unless otherwise stated. 
 
     Basis of preparation 
 
     These consolidated financial statements have been prepared 
      on a going concern basis under the historical cost convention, 
      and in accordance with International Financial Reporting 
      Standards ("IFRS") in conformity with the requirements of 
      the Companies Act 2006. 
 
     The preparation of financial statements requires management 
      to exercise its judgement in the process of applying accounting 
      policies. The areas involving a higher degree of judgement, 
      or areas where assumptions and estimates are significant 
      to the financial information, are disclosed in note 3. 
 
     The presentational and functional currency of the Company 
      is Sterling. Results in these financial statements have been 
      prepared to the nearest GBP1. 
 
     Initial business combination 
 
     IFRS 3 Business Combination requires that a transaction in 
      which a company with substantial operations ('operating company') 
      arranges to be acquired by a shell company should be analysed 
      to determine whether it is a business combination. The original 
      acquisition of DevClever Limited by Dev Clever Holdings in 
      a share for share exchange of the entire share capital of 
      both entities, was indicative of DevClever Limited being 
      the accounting acquiror. As Dev Clever Holdings had no other 
      assets or liabilities other than its holding in DevClever 
      Limited, it did not satisfy the definition of a business. 
      As a result, the acquisition did not meet the definition 
      of a business combination under IFRS 3 and fell outside the 
      scope of IFRS 3. The Directors considered the requirements 
      of IFRS 10 for the production of consolidated accounts through 
      the application of the reverse acquisition methodology but 
      without the need for recognising goodwill. As a result: 
 
 
            *    the consolidated financial statements of the legal 
                 parent, Dev Clever Holdings plc have been prepared as 
                 a continuation of the financial statements of the 
                 operating company, DevClever Limited. The opening net 
                 assets of Dev Clever Limited were recognised at book 
                 value and a merger reserve has been established to 
                 write down the nominal value of equity in Dev Clever 
                 Holdings, at the time of the acquisition, to the 
                 nominal value of the share capital in Dev Clever 
                 Limited, at that time. 
 
 
            *    the opening net assets of Dev Clever Limited have 
                 been recognised at book value. 
 
 
            *    a merger reserve has been established to write down 
                 the nominal value of equity in Dev Clever Holdings, 
                 at the time of the acquisition, to the nominal value 
                 of the share capital in Dev Clever Limited, at that 
                 time. The merger reserve of GBP2,499,900 represents 
                 the difference between the nominal value of equity in 
                 Dev Clever Holdings of GBP2,500,000 and the nominal 
                 value of equity in Dev Clever Limited of GBP100. 
 
     Basis of consolidation 
 
     Subsequent to the initial establishment of the Group the 
      acquisition method of accounting is used to account for the 
      acquisition of subsidiaries by the Group. 
      Subsidiaries are entities over which the Group has the power 
      to govern the financial and operating policies so as to obtain 
      benefits from its activities, generally accompanied by a 
      shareholding giving rise to the majority of voting rights. 
      The existence and effect of potential voting rights that 
      are currently exercisable or convertible are considered when 
      assessing whether the Group controls another entity. Subsidiaries 
      are fully consolidated from the date on which control is 
      transferred to the group. They are deconsolidated from the 
      date on which control ceases. The Group re-assesses whether 
      or not it controls an investee if facts and circumstances 
      indicate that there are changes to one or more of the elements 
      of control. 
      The cost of an acquisition is measured as the fair value 
      of the assets given, equity instruments issued, liabilities 
      incurred or assumed at the date of exchange, plus costs directly 
      attributable to the acquisition. Identifiable assets acquired, 
      and liabilities and contingent liabilities assumed in a business 
      combination are measured initially at their fair values at 
      the acquisition date, irrespective of the extent of any non-controlling 
      interest. The excess of the cost of acquisition over the 
      fair value of the Group's share of the identifiable net assets 
      acquired is recorded as goodwill. 
      The consolidated financial statements incorporate those of 
      Dev Clever Holdings plc and its subsidiaries DevClever Limited 
      and Phenix Digital Limited. All financial statements are 
      made up to 31 October 2020. Where necessary, adjustments 
      have been made to the financial statements of subsidiaries 
      to bring the accounting policies used into line with those 
      used by other parts of the Group. 
      In the parent company financial statements, investments in 
      subsidiaries are accounted for at cost less impairment. Where 
      the trade and assets of a subsidiary have been transferred 
      to another subsidiary within the Group, the investment held 
      by the parent company is re-categorised as goodwill. 
      The Dev Clever Holdings plc and DevClever Limited accounts 
      have been prepared for the year ended 31 October 2020. The 
      Phenix Digital Limited accounts have been consolidated for 
      the period from the date of acquisition, on 13 March 2020, 
      to 31 October 2020. 
 
     All intra-group transactions, balances and unrealised gains 
      on transactions between group companies are eliminated on 
      consolidation. Unrealised losses are also eliminated unless 
      the transaction provides evidence of an impairment of the 
      asset transferred. 
 
     Adoption of new and revised standards 
 
     The Company has adopted all recognition, measurement and 
      disclosure requirements of IFRS in conformity with the requirements 
      of the Companies Act 2006 including any new and revised standards 
      and Interpretations of IFRS in effect for financial periods 
      commencing on or after 1 January 2019. Within these financial 
      statements, the Company has adopted the following standards 
      and amendments for the first time: 
 
     IFRS 16 - Leases 
      Effective from 1 November 2019, the Group adopted IFRS 16 
       - Leases ("IFRS 16"), which replaces IAS 17 - Leases and 
       related interpretations. The Group adopted the requirements 
       of IFRS 16 - Leases retrospectively from 1 November 2019 
       but has not restated comparatives for the 2019 reporting 
       period as permitted under the transition provisions in the 
       standard. The reclassifications and the adjustments arising 
       from the new leasing rules are therefore recognised in the 
       opening balance sheet on 1 November 2019. 
       On adoption of IFRS 16, the Group recognised lease liabilities 
       in relation to leases which had previously been categorised 
       as operating leases. These liabilities were measured at the 
       present value of the remaining lease payments. The change 
       in policy increased right-of-use assets by GBP84,249 and 
       lease liabilities by GBP87,847. 
       Under IFRS 16, the Group accretes interest on its lease liabilities. 
       At 31 October 2020, the carrying value of these lease liabilities 
       amounted to GBP61,135 with GBP29,205 of this balance shown 
       as short-term lease liabilities and the remaining portion 
       of GBP31,930 reflected under non-current liabilities 
       The property lease asset, reported as a right of use asset 
       within Property, Plant and Equipment, is depreciated on a 
       straight-line basis over the remaining life of lease. 
       Other than as described above, there has been no material 
       impact on the financial statements as a result of the adoption 
       of the new and amended standards. 
 
     Standards which are in issue but not yet effective 
 

New and amended standards and interpretations issued but not yet effective or not yet endorsed for the financial year beginning 1 November 2019 and not yet early adopted.

At the date of authorisation of these financial statements, the Group and Company have not applied the following new and revised IFRSs that have been issued but are not yet effective and (in some cases) have not yet been endorsed. The Group and Company intend to the adopt these standards, if applicable, when they become effective.

 
   Standard   Description                          Effective date 
                                                    for annual periods 
                                                    beginning on or 
                                                    after 
              Amendments to References             01-Jan-20 
               to Conceptual Framework in 
               IFRS Standards 
  ---------  -----------------------------------  -------------------- 
   IFRS 3     Amendments to IFRS 3 "Business       01-Jan-20 
               Combinations" to clarify 
               the definition of a business 
  ---------  -----------------------------------  -------------------- 
   IAS 1      Amendments to IAS 1, "Presentation   01-Jan-20 
               of Financial Statements" 
               regarding the definition 
               of "material" 
  ---------  -----------------------------------  -------------------- 
   IAS 8      Amendments to IAS 8, "Accounting     01-Jan-20 
               Policies, Changes in Accounting 
               Estimates and errors" regarding 
               the definition of "material" 
  ---------  -----------------------------------  -------------------- 
 
 
   The Group has not early adopted any of the above standards. 
 
   Going concern 
 
   As part of their going concern review the Directors have 
    followed the guidelines published by the Financial Reporting 
    Council entitled "Guidance on Risk Management and Internal 
    Control and Related Financial and Business Reporting". 
 
   The Directors have prepared detailed financial forecasts 
    and cash flows looking at least 12 months from the date of 
    approval of these financial statements. In developing these 
    forecasts, the Directors have made assumptions based upon 
    their view of the current and future economic conditions 
    that will prevail over the forecast period. To pressure test 
    the resilience of the cash position, the directors only took 
    into consideration incremental revenues that have already 
    been contractually committed, with no uplift in sales recognised 
    for the increased investment in sales and marketing resource 
    built into the plan for existing markets within the UK and 
    US. No revenues were recognised for the forthcoming launch 
    the Group's careers' education platform in India, although 
    the forecast also took into consideration both the committed 
    and uncommitted costs associated with the launch. The approach 
    adopted by the Directors also mitigates against the possible 
    risk of on-going disruption as a result of the Covid pandemic. 
    Due consideration has also been given to the ability to raise 
    funds on the open market in respect of the listing on the 
    standard list of the London Stock Exchange and the timing 
    as to when such funds will be received. 
 
   On 25 January 2021 the Group raised gross proceeds of GBP2.0 
    million, net GBP1.9 million, through the issuance of 20 million 
    new ordinary shares of 1p to Intrinsic Capital (Jersey) Limited 
    at a subscription price of 10p per share. The subscription 
    forms the second tranche of the subscription agreement entered 
    into by the Company with Intrinsic on 13 May 2020. 
 
    On 2 February 2021 the Group announced an equity subscription 
    agreement with One Nine Two Pte Limited. The agreement provided 
    for an initial subscription of 20 million new ordinary shares 
    in Dev Clever at a subscription price of 20p per share to 
    raise gross proceeds of GBP4.0 million, net GBP3.8 million, 
    conditional upon approval at a general meeting of the Company 
    to an increase in the authority granted to the Directors 
    to allot shares and disapply pre-emption rights. The agreement 
    provided for a further subscription of 20 million ordinary 
    shares at an exercise price of 30 pence per share to raise 
    gross proceeds of GBP6.0 million to be completed automatically 
    once the share price of the Group closed at or above 34p 
    per share for a period of 5 consecutive days. The further 
    subscription is valid for a period of nine months from the 
    date of completion of the first subscription. The Company 
    also granted One Nine Two Pte Limited a warrant over 40 million 
    new ordinary shares at an exercise price of 50p per share, 
    subject to completion of the further subscription. The warrant 
    is exercisable in whole or in part at any time until the 
    second anniversary of the completion of the first subscription. 
 
    Following the passing of the relevant resolution at the general 
    meeting, the Group received the proceeds of the initial subscription 
    on 22 February. 
 
    On 25 February, the Company announced the novation of the 
    subscription agreement with One Nine Two Pte Limited in favour 
    of Sitius Limited, an investment vehicle wholly owned by 
    Dr David von Rosen. On the same date, Intrinsic Capital (Jersey) 
    Limited entered into an agreement with Sitius to assign 30 
    million of its remaining subscription rights to 60 million 
    new ordinary shares in the Company at an exercise price of 
    10p per share. ICJL and Sitius Limited completed their subscriptions 
    to these shares, following the publication of the Company's 
    Prospectus on 17 March, raising gross proceeds of GBP6.0 
    million, net GBP5.6 million. 
 
   Based on their consideration of these matters, the Directors 
    believe the Group and Company to be a going concern. In response 
    to the significant impact that the coronavirus pandemic is 
    having on the global economy, the Group has reviewed the 
    potential impact upon on its business and revenue generation. 
    The Directors anticipate that whilst sales will continue 
    to be restricted during and immediately after lockdown periods, 
    the current pandemic presents a long-term opportunity as 
    education embraces the need to adopt alternative ways of 
    learning, including the adoption of remote and immersive 
    technology. The Group also remains well placed, through its 
    Engage platform, to take advantage of return to normality 
    as the hospitality sector looks to encourage customers back 
    into establishments once restrictions have eased. There is 
    also the scope to adjust levels of expenditure in the longer 
    term, if required. 
 
   In light of the above projections, the Directors are confident 
    that the Company has sufficient working capital to honour 
    all of its obligations to creditors as and when they fall 
    due. In reaching this conclusion, the Directors have considered 
    the forecast cash headroom, the resources available to the 
    Company and the potential impact of changes in forecast growth 
    and other assumptions, including the potential to avoid or 
    defer certain costs and to reduce discretionary spend as 
    mitigating actions in the event of such changes. Accordingly, 
    the Directors continue to adopt the going concern basis in 
    preparing these consolidated financial statements. 
 
   Revenue recognition 
 
   Revenue comprises the fair value of the consideration received 
    or receivable for the sales of goods of services in the ordinary 
    course of the Company's activities. Revenue is measured at 
    as the fair value of the consideration received or receivable 
    and is shown net of value added taxes, rebates and discounts. 
 
   Under IFRS 15 - Revenue from Contracts with Customers, five 
    stages of revenue recognition have been applied to the Group's 
    revenue: 
    Step 1: Identify the contract(s) with a customer 
    Step 2: Identify the performance obligations in the contract 
    Step 3: Determine the transaction price 
    Step 4: Allocate the transaction price to the performance 
    obligations in the contract; 
    Step 5: Recognise revenue when (or as) the entity satisfies 
    a performance obligation 
 
   Revenue is recognised to the extent that it is probable that 
    the economic benefits will flow to the Group and that the 
    revenue can be reliably measured and specific criteria have 
    been met for each of the group's activities as described 
    below. The Company bases its estimates on historical results 
    taking into consideration the type of customer, the type 
    of transaction and the specifics of each arrangement. 
 
   Commercial development projects, customisation of software 
    and set up fees 
    Client-driven development entails direct co-operation between 
    the development team and the client towards a client-defined 
    goal. Such agreements are individually evaluated to determine 
    if revenue is recognised at a point in time or over time 
    based on the delivery of contractual milestones that are 
    aligned to the satisfaction of performance obligations within 
    the underlying contract / project brief. 
 
   Software subscription fees 
    Software is licenced to customers via subscription on fixed 
    term agreements. Where the client has obtained control of 
    the licence and the ability to use and obtain substantially 
    all the benefits from it, revenue is recognised. The client 
    obtains control when a contract is agreed, the licence delivered, 
    and the client has the right to use it. 
    Where a client subscribes to a software licence but the Company 
    continues to maintain control of the on-going hosting, support, 
    maintenance and upgrade activity, revenue is recognised on 
    time elapsed and thus rateably over the term of the agreement. 
    These customers simultaneously receive and consume the benefit 
    of their software licence as we perform. 
 
   Support, maintenance and hosting contracts 
    Revenue is recognised in accordance with the performance 
    obligations contained with the associated support, maintenance 
    and hosting agreement. Revenue is typically recognised based 
    on time elapsed and thus rateably over the term of the agreement. 
    Under our standardised support agreement, our performance 
    obligation is to stand ready to provide technical product 
    support and unspecified updates, upgrades and enhancements 
    on a when-and-if-available basis. Our customers simultaneously 
    receive and consume the benefit of these support services 
    as we perform. 
 
   Operating profit 
 
   Operating profit comprises the Company's revenue for the 
    provision of services, less the costs of providing those 
    services and administrative overheads, including depreciation 
    and amortisation of the Company's non-current assets. 
 
   Segmental reporting 
 
   Operating segments are reported in a manner consistent with 
    the internal reporting provided to the chief operating decision-maker 
    (CODM). The CODM, who is responsible for allocating resources 
    and assessing performance of the operating segments, has 
    been identified as the Board of Directors that makes strategic 
    decisions. 
 
   A business segment is a group of assets and operations, engaged 
    in providing products or services that are subject to risks 
    and returns that are different from those of other operating 
    segments. 
 
    The Board of Directors assess the performance of the operating 
    segments based on the measures of revenue, gross profit, 
    operating profit and assets employed. 
   Finance costs 
 
   Finance costs represent the cost of borrowings and are accounted 
    for on an amortised cost basis in the income statement using 
    the effective interest rate. 
 
   Dividends 
 
   Dividends to the Company's shareholders are recognised when 
    the dividends are approved for payment. 
 
   Earnings per share 
 
   Earnings per share represents the portion of the Company's 
    profit / (loss) from continuing operations attributable to 
    each outstanding share of the Company's ordinary share capital. 
 
   Diluted earnings per share represents the portion of the 
    Company's profit / (loss) from continuing operations attributable 
    to each outstanding share of the Company's ordinary share 
    capital after taking into consideration the conversion of 
    all outstanding employee share options and advisor warrants. 
 
   Adjusted earnings per share is an internal management measure 
    of earnings per share in which the profit / (loss) from continuing 
    operations has been adjusted to remove the effect of certain 
    non-operating income and expenses. Management believes that 
    this measure more accurately reflects the underlying operational 
    performance of the business and its associated cash flow. 
    In determining the adjusted earnings per share, management 
    has removed the costs associated with the Company's IPO of 
    GBPnil (2019: GBP112,770) and the share-based payments expense 
    incurred in the period of GBP140,177 (2019: GBP110,212). 
 
   Property, plant and equipment 
 
   Purchased property, plant and equipment is stated at cost 
    less accumulated depreciation and any provision for 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. Depreciation 
    is charged so as to write off the costs of assets over their 
    estimated useful lives, on the following bases: 
 
 
   Right of use assets     Life of lease   Straight line 
   Computer equipment      1 to 3 years    Straight line 
   Fixtures and fittings   3 to 10 years   Straight line 
 
 
     The asset's residual values and useful economic lives are 
      reviewed by the Directors and adjusted, if appropriate, at 
      each balance sheet date. An asset's carrying amount is written 
      down immediately to its recoverable amount if the asset's 
      carrying amount is greater than its estimated recoverable 
      value. 
 
     Gains and losses on disposals are determined by comparing 
      the proceeds with the carrying amount and are recognised 
      within other (losses) or gains in the income statement. When 
      revalued assets are sold, the amounts included in other reserves 
      are transferred to retained earnings. 
 
     Goodwill 
 
     Goodwill arising on the acquisition of a subsidiary undertaking 
      is determined as the difference between the fair value of 
      the assets, including any intangible assets arising on acquisition, 
      and liabilities acquired, and the fair value of consideration 
      paid. Goodwill, which is classified as an intangible asset 
      with an indefinite life, is subject to an annual impairment 
      review. 
      Further detail of the goodwill arising on the acquisition 
      of Phenix Digital Limited can be found in note 12 Intangible 
      assets and note 28 Business combinations. 
      Goodwill arising on the transfer of trade between subsidiaries 
      A transfer of trade between subsidiaries is defined as a 
      type of restructure in which the trade ands operations, including 
      the transfer of staff and novation of sales contracts, of 
      one subsidiary is transferred to another subsidiary in the 
      Group. The transfer of trade and assets is accounted for 
      within the parent company through the re-categorisation of 
      the investment in the transferor as goodwill. 
      Further detail of the goodwill arising in the Company's statement 
      of financial position and the re-categorisation of its investment 
      in Phenix Digital as goodwill can be found in note 12 Intangible 
      assets - Company and note 15 Investments 
 
     Intangible assets: Customer Relationships 
 
     Customer relationship assets reflect the recognition of future 
      contractual revenue streams arising on acquisition. The assets 
      are valued at the net present value of the future contracted 
      revenue stream, discounted at the Group's cost of capital. 
 
     Customer relationship assets are amortised, to cost of sales, 
      over the remaining life of the contract. 
 
     Intangible assets: Internal Use Software - Software Development 
 
     An internally generated development intangible asset arising 
      from the Company's product development is recognised if, 
      and only if, the Company can demonstrate all of the following: 
 
 
            *    the technical feasibility of completing the 
                 intangible asset so that it will be available for use 
                 or sale 
 
 
            *    its intention to complete the intangible asset and 
                 use or sell it 
 
 
            *    its ability to use or sell the intangible asset 
 
 
            *    how the intangible asset will generate probable 
                 future economic benefits 
 
 
            *    the availability of adequate technical, financial and 
                 other resources to complete the development and to 
                 use or sell the intangible asset 
 
 
            *    its ability to measure reliably the expenditure 
                 attributable to the intangible asset during its 
                 development 
 
     Internally generated development intangible assets are amortised, 
      as a cost of sale, on a straight-line basis over their useful 
      lives of up to three years. Amortisation is charged to the 
      income statement from when the asset becomes available to 
      use. 
 
     Where no internally generated intangible asset can be recognised, 
      development expenditure is recognised as an expense in the 
      period in which it is incurred. 
 
     Impairment of property, plant and equipment, and intangible 
      assets 
 
     At each balance sheet date, the Company reviews the carrying 
      amounts of its assets to determine whether there is any indication 
      that those assets have suffered an impairment loss. If any 
      such indication exists, the recoverable amount of the asset 
      is estimated in order to determine the extent of the impairment 
      loss (if any). Where the asset does not generate cash flows 
      that are independent from other assets, the Company estimates 
      the recoverable amount of the cash-generating unit to which 
      the asset belongs. 
 
     Recoverable amount is the higher of fair value less costs 
      to sell and value in use. In assessing value in use, the 
      estimated future cash flows are discounted to their present 
      value using a pre-tax discount rate that reflects current 
      market assessments of the time value of money and the risks 
      specific to the asset for which the estimates of future cash 
      flows have not been adjusted. 
 
     If the recoverable amount of an asset (or cash-generating 
      unit) is estimated to be less than it carrying amount, the 
      carrying amount of the asset (or cash-generating unit) is 
      reduced to its recoverable amount. In the case of a cash-generating 
      unit, any impairment loss is charged first to any goodwill 
      in the cash-generating unit and then pro rata to the other 
      assets of the cash- generating unit. 
 
     Financial assets at fair value through profit or loss 
 
          The Group may undertake bespoke development activity for 
           customers within Agency Services for which it receives equity 
           shares as part consideration for the services it has provided. 
           These assets are treated as financial assets at fair value 
           through profit or loss, being financial assets held for trading 
           that include investments in unlisted securities. 
           The Group recognises these assets at fair value, which it 
           determines based on the degree to which fair value is observable: 
 
            *    Level 1 fair value measurements being those derived 
                 from inputs other than quoted prices that are 
                 observable for the asset or liability, either 
                 directly (i.e. as prices) or indirectly (i.e. derived 
                 from prices) 
 
 
            *    Level 2 fair value measurements being those derived 
                 from valuation techniques that includes inputs for 
                 the asset or liability that are not based on 
                 observable market data (unobservable inputs). 
 
 
            *    Level 3 assets whose fair value cannot be determined 
                 by using observable inputs or measures, such as 
                 market prices or models. Level 3 assets are typically 
                 very illiquid, and fair values can only be calculated 
                 using estimates or risk-adjusted value ranges. 
 
 
 
           Details of these assets and their valuation are included 
           in note 14 Assets Held at Fair Value to these financial statements. 
 
     Investments 
 
     Investments in subsidiaries are carried at cost less accumulated 
      impairment losses, in the Company's balance sheet. On disposal, 
      the difference between disposal proceeds and the carrying 
      amounts of the investments are recognised in profit or loss. 
 
     Financial instruments 
 
     Financial assets and financial liabilities are recognised 
      in the consolidated statement of financial position when 
      the Company becomes party to the contractual provisions of 
      the instrument. Financial assets are de-recognised when the 
      contracted rights to the cash flows from the financial asset 
      expire or when the contracted rights to those assets are 
      transferred. Financial liabilities are de-recognised when 
      the obligation specified in the contract is discharged, cancelled 
      or expired. Financial assets and financial liabilities are 
      initially measured at their fair value. Transaction costs 
      attributable to the acquisition of a financial asset or financial 
      liability are added or deducted from the fair value of the 
      financial asset or financial liability. 
 
     At each reporting date, financial assets are reviewed to 
      assess whether there is objective evidence of impairment. 
      If any such evidence exists, impairment loss is determined 
      and recognised based on the classification of the financial 
      asset. 
 
     Loans and receivables (including trade receivables, prepayments, 
      deposits and other receivables, cash and bank balances) are 
      non-derivative financial assets with fixed or determinable 
      payments that are not quoted on an active market. At each 
      reporting date subsequent to initial recognition, loans and 
      receivables are carried at amortised cost using the effective 
      interest method, unless when there is objective evidence 
      that the asset is impaired. Impairment is measured as the 
      difference between the asset's carrying amount and the present 
      value of estimated future cash flows discounted at the original 
      effective interest rate. Impairment losses are reversed in 
      subsequent periods when an increase in the asset's recoverable 
      amount can be related objectively to an event occurring after 
      the impairment is recognised, subject to a restriction that 
      the carrying amount of the asset at the date the impairment 
      is reversed does not exceed what the amortised cost would 
      have been had the impairment not been recognised. 
 
     (a) Trade and other receivables 
      Trade and other receivables are recognised at their fair 
      value. Appropriate provisions for estimated irrecoverable 
      amounts are recognised in the statement of comprehensive 
      income when there is objective evidence that the assets are 
      impaired. Trade and other receivables are shown in note 21 
      as "loans and receivables". 
 
     (b) Cash and cash equivalents 
      Cash and cash equivalents comprise cash on hand and demand 
      deposits held on call with banks. Cash and cash equivalents 
      are shown in note 21 as "loans and receivables". 
 
     Financial liabilities and equity 
 
     (c) Trade and other payables 
      Trade payables are recognised at their fair value. Trade 
      and other payables are shown in note 21 as "other financial 
      liabilities". 
 
     (d) Deferred income 
      Where the Group invoices a customer for revenues, or receives 
      payment for those revenues, in advance of the satisfaction 
      of the associated performance obligation, those revenues 
      are deferred and are disclosed as deferred income on the 
      Statement of Financial Position. The revenue is recognised 
      in the Statement of Comprehensive Income once the associated 
      performance obligation is satisfied. 
 
     (e) Loans and borrowings 
      After initial recognition, interest bearing loans and borrowings 
      are subsequently measured at amortised cost using the effective 
      interest rate method. Gains and losses are recognised in 
      the income statement when the liabilities are derecognised 
      as well as through the effective interest rate method (EIR) 
      amortisation process. Amortised cost is calculated by taking 
      into account any discount or premium on acquisition and fees 
      or costs that are an integral part of the EIR. The EIR amortisation 
      is included in finance costs in the income statement. 
 
     (f) Convertible loan note 
      The convertible loan note agreement, entered into by the 
      Company on 20 January 2020, has been classified as a compound 
      financial instrument under IAS 32. The fair value of the 
      liability component is valued at the net present value of 
      the contracted future cash flows, discounted at the Company's 
      cost of borrowing, and is reported within "Loans and borrowings: 
      amounts falling due in more than one year". Interest imputed 
      on the liability component is amortised to the statement 
      of comprehensive income on a straight-line basis over the 
      life of the instrument. The equity component represents the 
      residual amount after deducting the amount for the liability 
      from the value of the funds received and is reported within 
      "Other reserves". Further details of the loan note can be 
      found in note 19. 
 
     (g) Equity instruments 
      An equity instrument is any contract that evidences a residual 
      interest in the assets of an entity after deducting all of 
      its liabilities. Equity instruments issued by the Company 
      are recorded at the proceeds received, net of issue costs. 
     Employee benefits 
 
     The Company operates a defined contribution auto-enrolment 
      pension scheme for employees of the Company. The assets of 
      the scheme are held separately from those of the Company 
      in an independently administered fund. The pension costs 
      charged in the income statement are the contributions payable 
      to the scheme in respect of the accounting period. 
 
     Current tax 
 
     The tax currently payable is based on taxable profit or loss 
      for the year. Taxable profit or loss differs from the profit 
      or loss for the financial year as reported in the statement 
      of total comprehensive income because it excludes items of 
      income or expense that are taxable or deductible in other 
      years and it further excludes items that are never taxable 
      or deductible. The Company's liability for current tax is 
      calculated using tax rates that have been enacted or substantively 
      enacted by the reporting date. 
      Where tax credits are received in respect of allowable research 
      and development expenditure, these are recognised in the 
      statement of comprehensive income. 
 
 
     Deferred tax 
 
     Deferred tax is the tax expected to be payable or recoverable 
      on differences between the carrying amounts of assets and 
      liabilities in the financial statements and the corresponding 
      tax bases used in the computation of taxable profit. 
 
     Deferred tax liabilities are generally recognised for all 
      taxable temporary differences and deferred tax assets are 
      recognised to the extent that it is probable that future 
      taxable profits will be available against which deductible 
      temporary differences can be utilised. Such assets and liabilities 
      are not recognised if the temporary difference arises from 
      the initial recognition of other assets and liabilities in 
      a transaction that affects neither the taxable profit nor 
      the accounting profit. 
 
     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 based on tax laws and rates that have 
      been enacted or substantively enacted at the reporting date. 
      Deferred tax is charged or credited in the income statement, 
      except when it relates to items charged or credited in other 
      comprehensive income, in which case the deferred tax is also 
      dealt with in other comprehensive income. 
 
     Deferred tax assets and liabilities are offset when there 
      is a legally enforceable right to set off current tax assets 
      against current tax liabilities and when they relate to income 
      taxes levied by the same taxation authority and the Company 
      intends to settle its current tax assets and liabilities 
      on a net basis. 
 
     Equity 
 
     Equity comprises the following: 
 
 
            *    Share capital, representing the number of shares 
                 subscribed at nominal value; 
 
 
            *    Merger reserve, relating to the adjustment required 
                 to account the acquisition of DevClever Limited as a 
                 reverse acquisition 
 
 
            *    Share premium, representing the additional amount of 
                 funds received in excess of the nominal value of the 
                 shares and recorded net of associated transaction 
                 costs; 
 
 
            *    Other reserves comprising (i) share-based payment 
                 reserves, in respect of the charge for share based 
                 payments arising on the grant of employee share 
                 options and advisor warrants, in accordance with 
                 International Financial Reporting Standard 2; and 
                 (ii) the equity component of a compound financial 
                 instrument realised during the year; 
 
 
            *    Retained income represents the cumulative earnings of 
                 the Group attributable to equity shareholders. 
 
     Share based payments 
 
     The costs of equity settled transactions are measured at 
      their fair value at the date at which they are granted. The 
      cost of advisor warrants is recognised at the grant date 
      as they are issued in respect of services already received. 
      The cost of equity settled transactions with employees is 
      charged to the income statement as an expense over the vesting 
      period, on a straight-line basis, which ends of the date 
      on which the relevant employees become fully entitled to 
      the award. Non-market vesting conditions are taken into consideration 
      by adjusting the numbers of options expected to vest, at 
      each statement of financial position date, such that the 
      cumulative charge recognised over the vesting period is based 
      on the number of options that eventually vest. Market vesting 
      conditions are factored into the fair value of the options 
      granted. The cumulative expense is not adjusted for failure 
      to achieve a market vesting condition. The movement in cumulative 
      expense since the previous reporting date is recognised in 
      the statement of comprehensive income within administration 
      expenses with a corresponding entry in the statement of financial 
      position in the relevant share-based payment reserve. 
     Fair value is determined using the Black-Scholes model, details 
      of which are given in note 9 Share based payments. 
 
 3   Critical accounting estimate and judgements 
 
     The preparation of these consolidated financial statements 
      requires the Directors to make judgements and estimates that 
      affect the reported amounts of assets and liabilities at 
      each reporting date and the reported amounts of revenue during 
      the reporting periods. Estimates and judgements are continually 
      evaluated and are based on historical experience and other 
      factors, including expectations of future events that are 
      believed to be reasonable under the circumstances. Actual 
      results could differ from these estimates. Information about 
      such judgements and estimations are contained in individual 
      accounting policies. The key judgements and sources of estimation 
      uncertainty that could cause an adjustment to be required 
      to the carrying amount of assets or liabilities within the 
      next accounting period are outlined below: 
 
     Capitalisation of development costs 
 
     The Group recognises costs incurred on development projects 
      as an intangible asset which satisfies the requirements of 
      IAS 38. The calculation of the costs incurred includes the 
      time spent by certain employees on the development project, 
      as recorded through their timesheets and the invoiced costs 
      of third-party contractor resource. The decision whether 
      to capitalise and how to determine the period of economic 
      benefit of a development project requires judgement over 
      the commercial viability of the project and the prospect 
      of selling the related software to new or existing customers. 
 
     The Group capitalised GBP686,138 of internal development 
      costs in the year (2019: GBP204,058). Details of the development 
      costs capitalised in the year are shown in note 12 Intangibles. 
 
     Impairment of internally generated intangible assets 
 
     An impairment review of the Company's development costs is 
      undertaken at least annually. This review involves the use 
      of judgement to consider the future projected income streams 
      that will result from the aforementioned costs. The expected 
      future cash flows are modelled and discounted over the expected 
      life of the assets in order to test for impairment using 
      the Group's cost of capital of 9.3% as the discount rate. 
      No impairment charge was made in the year (2019: GBP174,085). 
      In the prior year, an impairment charge was made to write 
      down the previously capitalised development costs associated 
      with the Group's gaming experiences. This followed a decision 
      taken by the Board to suspend further development activity 
      in this area and to concentrate on accelerating the development 
      of the Group's careers education platforms. Details of the 
      impairment of internally generated intangible assets are 
      shown in note 12 intangibles. 
 
     Impairment of goodwill 
 
          The Group tests goodwill annually for impairment, or more 
           frequently if there are indications that goodwill might be 
           impaired. The recoverable amount of a Cash Generating Unit 
           (CGU) is determined from value in use calculations. The key 
           assumptions for these calculations are externally derived 
           long-term growth rates, discount rates and cash flow forecasts 
           derived from the most recent financial budgets and forecasts 
           approved by management covering a three-year period. Rates 
           applied are: 
 
            *    Long term growth rate 2.0% 
 
 
            *    Discount rate / cost of capital 9.3% 
 
 
           Budgets and forecasts are based on expectations of future 
           outcomes taking into account past experience adjusted for 
           revenue growth from both new business and like for like growth 
           and taking into consideration external economic factors. 
           Cash flows beyond the three-year period are extrapolated 
           using estimated growth rates based on local expected economic 
           conditions and do not exceed the long-term average growth 
           rate for that country. The discount rates are based on the 
           Group's weighted average cost of capital. Further details 
           on impairment testing are provided in note 12 - Intangibles. 
 
     Fair valuation of assets and liabilities arising on the acquisition 
      of Phenix Digital 
 
     On 13 March 2020, the Group acquired the entire share capital 
      of Phenix Digital Limited in exchange for consideration comprising 
      a combination of new Ordinary 1p shares in Dev Clever Holdings 
      Plc and cash. In establishing the fair value of assets acquired, 
      the directors have exercised their judgement in establishing 
      the existence of any intangible assets acquired and their 
      associated fair values. 
      The directors judged the fair value of customer relationships 
      acquired to be the present value of the remaining contractual 
      income flows discounted at the Group's cost of capital of 
      9.3%. 
      Further details of the customer relationship intangible are 
      provided in note 28 Business combination. 
 
 
 
 
 4    Revenue                                   2020      2019 
                                                 GBP       GBP 
 
  Development and set up fees              1,070,474   311,941 
  Subscription, hosting and support 
   fees                                      184,260   168,644 
                                          ----------  -------- 
                                           1,254,734   480,585 
                                          ----------  -------- 
 
 
   In the year to 31 October 2020, revenue from 3 of the Company's 
    major customers represented more than 10% of the Company's 
    revenue. Revenue related to those customers was GBP450,679, 
    GBP300,510 and GBP101,770 respectively. In the year to 31 
    October 2019, revenue from 3 of the 
    Company's major customers accounted for more than 10% of 
    the Company's revenue. Revenue relating to those customers 
    was GBP83,358, GBP79,720 and GBP45,388 respectively. The 
    major customers were different year on year. 
 
   All revenues are from external customers and can be attributed 
    to the following geographical locations, based on the customers' 
    location as follows: 
 
 
                         2020      2019 
                          GBP       GBP 
 
  United Kingdom      790,886   434,413 
  Rest of Europe            -        77 
  Asia Pacific        450,679    11,095 
  USA                  13,169    35,000 
                   ----------  -------- 
                    1,254,734   480,585 
                   ----------  -------- 
 
 
 5    Expenses by nature                                    2020        2019 
                                                             GBP         GBP 
      Cost of sales 
  Salary and other employee costs                        563,064     370,598 
  Third party contractors                                403,663     143,982 
  Less: software development costs capitalised         (387,038)   (202,143) 
  Amortisation of software                                99,747      11,207 
  Impairment of capitalised software 
   development costs                                           -     174,085 
  Direct materials and charges                            24,171      24,053 
 
  Total cost of sales                                    703,607     521,782 
                                                      ----------  ---------- 
 
      Administration expenses 
  Salary and other employee costs                        936,331     435,975 
  Third party contractors                                 20,596      10,000 
  Depreciation                                            55,808      14,692 
  Legal, professional and regulatory 
   fees                                                  270,007     305,208 
  Information technology and telecommunications          159,031      92,844 
  Advertising and promotion                               88,707      41,738 
  Travel expenses                                         48,329      24,121 
  Premises                                                45,278      61,217 
  Other administration expenses                           13,641      13,865 
 
  Total administration expenses                        1,637,728     999,660 
                                                      ----------  ---------- 
 
 
  Auditors remuneration                            2020     2019 
                                                    GBP      GBP 
  Fees payable to the Company's auditor 
   and associates 
 
  For the audit of the Group and Company 
   financial statements                          37,328   34,000 
  Corporate finance in relation to work 
   as reporting accountant for the prospectus 
   in FY2020 and listing in 2019                 16,000   22,937 
  Other assurance services                        1,680    1,500 
                                                -------  ------- 
                                                 55,008   58,437 
                                                -------  ------- 
 
 
 6    Segmental analysis 
 
      The chief operating decision maker considers the Group's segments 
       to be by geographical location and by revenue type. 
                                             Year ended 31 October 2020 
                                       Educate     Agency                 Total 
                                           GBP        GBP                   GBP 
      Revenue by geographical 
       location 
  United Kingdom                       111,327    679,559               790,886 
  Asia Pacific                         450,679          -               450,679 
  USA                                    3,294      9,875                13,169 
                                     ---------  ---------  -------------------- 
                                       565,300    689,434             1,254,734 
 
 
                                             Year ended 31 October 2019 
                                       Educate     Agency                 Total 
                                           GBP        GBP                   GBP 
      Revenue by geographical 
       location 
  United Kingdom                       122,304    312,109               434,413 
  Rest of Europe                             -         77                   77 
  Asia Pacific                               -     11,095                11,095 
  USA                                        -     35,000                35,000 
                                     ---------  ---------  -------------------- 
                                       122,304    358,281               480,585 
 
 
  Segmental analysis 
 
  As reported in FY 2019 Annual Report, last year end the Group 
   made the decision to concentrate its management focus and 
   capital resources on the Educate business and its virtual 
   reality careers guidance platform. The Engage customer loyalty 
   and Other segments were merged into a single segment entitled 
   Agency. The prior period comparatives for Agency represent 
   the summation of the previously separately disclosed Engage 
   and Other segments. 
 
                                                                  Year ended 31 October 2020 
                                                Educate             Agency                 Total 
                                                    GBP                GBP                   GBP 
  Revenue by type 
  Development and set up 
   fees                                         476,332            594,142             1,070,474 
  Subscription, hosting and 
   support fees                                  88,968             95,292               184,260 
                                    -------------------  -----------------  -------------------- 
                                                565,300            689,434             1,254,734 
 
  Cost of sales                               (183,774)          (519,833)             (703,607) 
 
  Gross profit by segment                       381,526            169,601               551,127 
 
  Operating loss by segment                   (438,005)          (508,419)             (946,424) 
 
  Costs not allocated by 
   segment: 
  Share based payment expenses                                                         (140,177) 
  Fair value gain on financial 
   assets at fair value                                                                   77,518 
  Finance income                                                                             240 
  Finance costs                                                                         (47,411) 
  Tax credit                                                                             118,557 
 
  Total comprehensive income 
   for the period attributable 
   to shareholders                                                                     (937,697) 
                                                                            -------------------- 
 
 
                                                                   Year ended 31 October 2019 
                                                Educate             Agency                 Total 
                                                    GBP                GBP                   GBP 
  Revenue by type 
  Development and set up 
   fees                                          27,043            284,898               311,941 
  Subscription, hosting and 
   support fees                                  95,261             73,383               168,644 
                                    -------------------  -----------------  -------------------- 
                                                122,304            358,281               480,585 
 
  Cost of sales                               (139,404)          (382,378)             (521,782) 
 
  Gross profit / (loss) by 
   segment                                     (17,100)           (24,097)              (41,197) 
 
  Operating loss by segment                   (280,747)          (536,276)             (817,023) 
 
  Costs not allocated by 
   segment: 
  IPO fees                                                                             (113,622) 
  Share based payment expenses                                                         (110,212) 
  Finance income                                                                             811 
  Finance costs                                                                         (24,601) 
  Tax credit                                                                              45,016 
 
  Total comprehensive income 
   for the period attributable 
   to shareholders                                                                   (1,019,631) 
                                                                            -------------------- 
 
 
   The segmental analysis above reflects the parameters applied 
    by the Board when considering the Group's monthly management 
    accounts. Costs not allocated to segments include share-based 
    payment expenses, listing costs, finance income and expense 
    and taxation expenses. 
 
 
                                                       Year ended 31 October 2020 
                                     Educate            Agency                 Total 
                                         GBP               GBP                   GBP 
  Financial position 
  Net current assets                 944,352           439,811             1,384,163 
                        --------------------  ----------------  -------------------- 
  Net assets                       1,718,534           624,083             2,342,617 
                        --------------------  ----------------  -------------------- 
 
                                                       Year ended 31 October 2019 
                                     Educate            Agency                 Total 
                                         GBP               GBP                   GBP 
  Financial position 
  Net current assets                 166,300           309,410               475,710 
                        --------------------  ----------------  -------------------- 
  Net assets                         149,470           420,433               569,903 
                        --------------------  ----------------  -------------------- 
 
 
 
 7    Particulars of staff 
 
      The average number of persons employed by the Group, including 
       Directors, during the year was: 
                                                                         2020                2019 
                                                                          No.                 No. 
 
  Product development                                                      18                  12 
  Sales and administration                                                  9                   9 
                                                          -------------------   ----------------- 
                                                                           27                  21 
                                                          -------------------   ----------------- 
 
      The aggregate payroll costs of these persons were: 
                                                                         2020                2019 
                                                                          GBP                 GBP 
 
  Wages and salaries                                                1,223,798             683,114 
  Social security costs                                               130,522              64,525 
  Pension costs - defined contribution 
   plan                                                                21,185              11,217 
  Share based payments - employee option 
   expense                                                            123,890              47,717 
                                                          -------------------   ----------------- 
                                                                    1,499,395             806,573 
 
      Being: 
  Salary and other employee costs reported 
   within cost of sales                                               563,064             370,598 
  Salary and other employee costs reported 
   within administration expenses                                     936,331             435,975 
                                                          -------------------   ----------------- 
                                                                    1,499,395             806,573 
  Less: wages and salaries capitalised 
   within software development costs                                (331,227)           (186,678) 
                                                          -------------------   ----------------- 
                                                                    1,168,168             619,895 
                                                          -------------------   ----------------- 
 
      The Company employed two members of staff, being the Non-Executive 
       Directors, at a total cost of GBP42,644 (2019: GBP31,355). 
 
      Key management remuneration 
 
      Remuneration of the key management team, including Directors, 
       during the year was as follows 
 
                                                                         2020                2019 
                                                                          GBP                 GBP 
  Aggregate emoluments including short-term 
   employee benefits                                                  460,102             197,400 
  Social security costs                                                56,890              21,987 
  Pension costs - defined contribution 
   plan                                                                 5,028               2,190 
  Share based payments - employee option 
   expense                                                             87,373              27,594 
                                                                      609,393             249,171 
 
      Key management personnel include the Directors and Tim Heaton, 
       the Chief Operating Officer, Julian Carter, the Managing 
       Director of Agency Services and Richard Lee, the Global Sales 
       Director (Educate). The key management remuneration in respect 
       of Tim Heaton is for the period to 26 May 2020, on which 
       date he was appointed as an Executive Director of the Company. 
 
       Directors' remuneration is detailed within the Remuneration 
       Report. Details of key manager remuneration are outlined 
       below (FY 2019 GBPnil). 
      Key manager 
                          Salary     Taxable       Bonus     Pension     Consultancy       2020 
                        and fees    benefits                 related            fees      Total 
                                                            benefits 
                             GBP         GBP         GBP         GBP             GBP        GBP 
  Tim Heaton              67,869       6,108      16,967       1,357               -     92,301 
  Keith Hayes                  -           -           -           -          40,000     40,000 
  Richard Lee             12,000       1,040           -           -               -     13,040 
  Julian Carter            2,962         300           -           -               -      3,262 
                      ----------  ----------  ----------  ----------  --------------  --------- 
  Total                   82,831       7,448      16,967       1,357          40,000    108,603 
                      ----------  ----------  ----------  ----------  --------------  --------- 
 
  Tim Heaton's salary is in respect of the period 1 November 
   2019 to 25 May 2020 at which time he became an executive 
   director. Details of his directors' emoluments are disclosed 
   within the Remuneration Report. 
 
  Keith Hayes provided his services to the Group as a self-employed 
   contractor, on a part-time basis, receiving consultancy fees 
   of GBP40,000 in the year ending 31 October 2020. Keith was 
   employed by the Group on a full-time basis on 30 November 
   2020. 
 
  Remuneration for Richard Lee and Julian Carter relates to 
   the period following their appointments on 14 September 2020 
   and 19 October 2020 respectively. 
 
 
 
      Directors' remuneration 
 
      Remuneration of the Directors during the period 
       was as follows: 
 
                                                            2020      2019 
                                                             GBP       GBP 
  Aggregate emoluments including short-term 
   employee benefits                                     352,856   184,000 
  Pension costs - defined contribution 
   plan                                                    3,671     2,190 
                                                       ---------  -------- 
  Directors' remuneration                                356,527   186,190 
  Social security costs                                   43,074    20,237 
  Share based payments - employee option 
   expense                                                54,006    27,594 
                                                       ---------  -------- 
                                                         453,607   234,021 
                                                       ---------  -------- 
 
      Chris Jeffries, the Executive Chairman and CEO, was the highest 
       paid director. Details of his remuneration are detailed in 
       the Remuneration Report. 
 
 8    Finance income and expense 
                                                            2020      2019 
                                                             GBP       GBP 
 
  Interest receivable on bank deposits                       240       811 
 
      Finance income and expense (continued) 
                                                            2020      2019 
                                                             GBP       GBP 
 
  Interest expense on financial liabilities 
   measured at amortised cost                             47,411    24,601 
 
  Interest expense includes interest payable in respect of 
   finance leases of GBP6,787 following the adoption of IFRS 
   16, imputed interest of GBP23,654 on the liability element 
   of the convertible loan notes and interest on bank borrowings 
   of 16,970. 
 
 
 9    Share-based payments 
 
      Share-based payment schemes with employees 
      During the year ended 31 October 2019, Dev Clever Holdings 
       plc introduced a share-based payment scheme for employees 
       ("the EMI share option plan"). The Scheme was created as 
       part of the listing process to grant existing employee's 
       options over the ordinary shares of the Company and is classified 
       as an equity settled share-based payment plan. The options 
       granted under the Scheme had vesting periods of up to 36 
       months. 
 
       There were 7,955,801 employee options granted during 2019 
       at an exercise price of GBP0.01 per share, which vest, subject 
       to continued service by the employee, over a period of 3 
       years. Options expire at the end of a period of 10 years 
       from the Grant Date of 14 January 2019 or on the date on 
       which the option holder ceases to be an employee. During 
       the period, 662,983 options lapsed (2019: nil) and 752,485 
       were exercised (2019: nil) with 6,540,333 remaining outstanding 
       at the period end (2019: 7,955,801). The options were valued 
       under the Black Scholes Model. The expense recognised in 
       the income statement during the period was GBP14,377 (2019: 
       GBP20,124). 
 
       On 21 January 2020, Dev Clever Holdings plc granted options 
       to purchase 4m ordinary shares to Tim Heaton, the Chief Operating 
       Officer. The options vest in equal annual instalments, subject 
       to continued service, over a period of 3 years and are exercisable 
       at a price of GBP0.012. On 14 May 2020, Mr Heaton was granted 
       options over a further 1.2m ordinary shares. These options 
       vest in equal annual instalments, subject to continued service, 
       over a period of 3 years and are exercisable at a price of 
       GBP0.10. Both options were valued under the Black Scholes 
       Model with an expense recognised in the income statement 
       during the period of GBP44,966 (2019: nil) 
 
       On 14 September 2020, Dev Clever Holdings plc granted options 
       to purchase 3m ordinary shares to Richard Lee on his appointment 
       as Global Sales Director - Educate. The options vest in equal 
       annual instalments, subject to continued service, over a 
       period of 3 years and are exercisable at a price of GBP0.10. 
       The options were valued under the Black Scholes Model with 
       an expense recognised in the income statement during the 
       period of GBP19,463 (2019: nil) 
 
       On 19 October 2020, Dev Clever Holdings plc granted options 
       to purchase 2m ordinary shares to Julian Carter on his appointment 
       as Managing Director - Agency Services. The options vest 
       in equal annual instalments, subject to continued service, 
       over a period of 3 years and are exercisable at a price of 
       GBP0.10. The options were valued under the Black Scholes 
       Model with an expense recognised in the income statement 
       during the period of GBP3,230 (2019: nil). 
 
      Share-based payment expense with Directors 
      On 14 January 2019, Dev Clever Holdings plc granted options 
       to purchase 10m ordinary shares to Nicholas Ydlibi, the Chief 
       Financial Officer and Company Secretary. The options vest 
       in equal annual instalments, subject to continued service, 
       over a period of 3 years and are exercisable at a price of 
       GBP0.01. The options expire at the end of a period of 10 
       years from the Grant Date of 14 January 2019 or on the date 
       on which the option holder ceases to be an employee. During 
       the period, no options lapsed (2019: nil) and no options 
       were exercised (2019: nil). The options were valued under 
       the Black Scholes Model. The expense recognised in the income 
       statement during the period was GBP19,714 (2019: GBP27,594). 
 
      Share-based payments on acquisition of Phenix Digital 
       On 13 March 2020, the Company granted options to purchase 
       2,651,933 shares to employees on the acquisition of Phenix 
       Digital Limited at an exercise price of GBP0.0235 per share, 
       which vest, subject to continued service by the employee, 
       over a period of 3 years. The options expire at the end of 
       a period of 10 years from the grant date or on the date on 
       which the option holder ceases to be an employee. The options 
       were valued under the Black-Scholes Model. The expense recognised 
       in the income statement during the period was GBP22,139 (2019: 
       nil). 
 
      Advisor Warrants 
       The Company had warrants over 11,826,264 shares outstanding 
       at the beginning of the period in respect of advisor warrants 
       for Syminex FZE, representing 3% of the fully diluted share 
       capital of the Company on admission. The shares had an exercise 
       price of GBP0.01 and were subject to expiry on 21 January 
       2024. The warrants were exercised on 10 September 2020. 
 
       On 20 January 2020, the Company granted warrants over 768,704 
       shares to its joint brokers, Novum Securities, at an exercise 
       price of GBP0.034 subject to expiry on 19 January 2023. The 
       warrants were valued under the Black Scholes model, with 
       an expense recognised in the income statement during the 
       period of GBP16,288. The warrants were exercised on 17 September 
       2020. 
 
      The Company has measured the fair value of the services received 
       as consideration for equity instruments of the Company, indirectly 
       by reference to the fair value of the equity instruments. 
       The table below sets out the options and warrants that were 
       issued during the period and the principal assumptions used 
       in the valuation. 
 
      During the period the Group and Company recognised a total 
       expense of GBP140,177 (2019: GBP110,212) in the income statement 
       in respect to share options and warrants in issue or committed 
       to issuing at the end of the reporting period. 
 
      The table below represents the weighted average exercise 
       price (WAEP) of and the movements in share options and warrants 
       during the period: 
                                        31 October   WAEP      31 October    WAEP 
                                              2020                   2019 
                                       No. options            No. options 
                                      and warrants           and warrants 
 
  Outstanding at beginning 
   of period                            29,782,065   1.00               -    0.00 
  Issued in period                      13,620,637   5.55      32,072,065    1.00 
  Lapsed during period                   (662,983)   1.00               -       - 
  Exercised during the 
   period                             (13,347,453)   1.14    (2,290,0000)    1.00 
  Outstanding at the end 
   of the period                        29,392,266   1.17      29,782,065    1.00 
 
  Exercisable at the end 
   of the period                         5,011,784   3.05      11,826,264    1.00 
 
 
 
   The Company has measured the fair value of the services received 
    as consideration for equity instruments of the Company, indirectly 
    by reference to the fair value of the equity instruments. 
    The table below sets out the options and warrants that were 
    issued during the period and the principal assumptions used 
    in the valuation. 
 
 
  Type                               Employee     Advisor 
  Grant Date                          Various   20 Jan 20 
  Number of options/warrants       12,851,933     768,704 
  Share price at grant               GBP0.012    GBP0.012 
   date                           to GBP0.091 
  Exercise price at grant            GBP0.012    GBP0.034 
   date                           to GBP0.100 
  Risk free rate                        0.26%       0.36% 
  Option life                        10 years     3 years 
                                    101.2% to 
  Expected volatility                 113.1%`      101.6% 
  Expected dividend yield                  0%          0% 
  Expected redemption                    100%        100% 
  Fair value per option              GBP0.011    GBP0.021 
   / warrant at grant date        to GBP0.083 
 
 
 10    Taxation 
                                                              2020          2019 
                                                               GBP           GBP 
       Current tax 
  UK corporation tax credit at 19% (2019: 
   19%)                                                     62,376        33,366 
       Adjustments in respect of prior years                52,036             - 
                                                     -------------  ------------ 
                                                           114,412        33,366 
 
       Deferred tax 
  Credit in respect of current year                          4,145        11,650 
                                                             4,145        11,650 
 
  Tax on loss on ordinary activities                       118,557        45,016 
                                                     -------------  ------------ 
 
       Tax reconciliation 
  Loss before taxation                                 (1,056,254)   (1,064,647) 
  Tax using UK corporation tax rate 
   of 19% (2019: 19%)                                      200,688       202,283 
  Non-deductible expenses                                 (39,916)      (24,482) 
  Other tax adjustments                                     50,047      (20,488) 
  Incremental tax relief re research 
   and development expenditure                              45,387        12,148 
  Restriction of relief on settlement 
   of research and development tax credits                (19,009)       (5,090) 
       Incremental deductions for share-based              204,853             - 
        payment at intrinsic value 
  Unutilised tax losses carried forward                  (375,529)     (136,319) 
 
  Adjustment to current tax in respect 
   of prior years (1)                                       52,036        16,964 
                                                     -------------  ------------ 
                                                           118,557        45,016 
                                                     -------------  ------------ 
 
       (1) adjustment to current tax in respect of prior year's 
        relates to the finalisation and submission of research and 
        development tax credit 
 
  The Group has accumulated tax losses of approximately GBP3,018,974 
   (2019: GBP1,078,095) that are available, under current legislation, 
   to be carried forward against future profits. 
 
   No deferred tax asset has been recognised in respect of these 
   losses due to the uncertainly of future trading profits. 
 
 
 11    Earnings per share 
 
       The basic earnings per share is calculated by dividing the 
        profit attributable to equity shareholders by the weighted 
        average number of shares in issue. 
        The Group has in issue 29,392,266 warrants and options at 
        31 October 2020 (2019: 29,782,065). The loss attributable 
        to equity holders and the weighted average number of ordinary 
        shares for the purposes of calculating diluted earnings per 
        ordinary share are identical to those used for the basic 
        earnings per ordinary share. This is because the exercise 
        of warrants and options would have the effect of reducing 
        the loss per ordinary share and is therefore anti-dilutive. 
 
                                                           2020          2019 
                                                            GBP           GBP 
       Loss attributable to equity holders 
        of the Group: 
 
  Continuing Operations                               (937,697)   (1,019,631) 
  Weighted average number of shares 
   for Basic and diluted EPS                        430,264,573   352,229,708 
  Basic and diluted earnings per share 
   from continuing operations (pence)                    (0.22)        (0.29) 
 
       Adjusted loss attributable to equity 
        holders of the Group: 
 
  Continuing Operations                               (797,520)     (796,649) 
  Weighted average number of shares 
   for Basic and diluted EPS                        430,264,573   352,229,708 
  Basic and diluted earnings per share 
   from continuing operations (pence)                    (0.19)        (0.23) 
 
       The adjusted loss is calculated after adjusting for non-recurring 
        one-off expenditure associated with the placing and the costs 
        of the warrants and options granted in the period 
 
                                                           2020          2019 
                                                            GBP           GBP 
 
  Loss attributable to equity holders 
   of the Group                                       (937,697)   (1,019,631) 
 
  IPO expenses recognised in the period                       -       112,770 
  Share-based payment - share options                   123,889        47,717 
  Share-based payments - share warrants                  16,288        62,495 
 
  Adjusted loss attributable to equity 
   holders of the Group                               (797,520)     (796,649) 
                                                  -------------  ------------ 
 
 
 12     Intangible 
        assets 
        - Group 
                        Goodwill                                         Intangible assets 
                                      Trademark          Customer        Externally                Internal          Total 
                                                    Relationships         purchased            use software 
                                                                           software 
                             GBP            GBP               GBP               GBP                GBP                        GBP 
        Cost 
        At 1 November          -              -                 -                 -                 -                         - 
         2017 
        Additions              -          3,682                 -                 -      127,795                131,477 
                       ---------  -------------  ----------------  ----------------  ----------------------  -------------------- 
        At 31 October 
         2018                  -          3,682                 -                 -      127,795                131,477 
        Additions              -              -                 -             7,430      204,058                211,488 
                       ---------  -------------  ----------------  ----------------  ----------------------  -------------------- 
        At 31 October 
         2019                  -          3,682                 -             7,430      331,853                342,965 
        Acquired on 
         acquisition 
         of 
         subsidiary      240,145                           74,659                 -                   -           74,659 
        Additions              -              -                 -                 -      686,138                686,138 
                       ---------  -------------  ----------------  ----------------  ----------------------  -------------------- 
        At 31 October 
         2020            240,145          3,682            74,659             7,430    1,017,991              1,103,762 
 
 
        Amortisation 
        At 1 November          -              -                 -                 -                       -                     - 
         2017 
        Charge for             -              -                 -                 -                       -                     - 
        the 
        year 
                       ---------  -------------  ----------------  ----------------  ----------------------  -------------------- 
        At 31 October          -              -                 -                 -                       -                     - 
         2018 
        Charge for 
         the 
         year                  -              -                 -             (828)                (10,379)     (11,207) 
        Impairment             -              -                 -                 -               (174,085)    (174,085) 
                       ---------  -------------  ----------------  ----------------  ----------------------  -------------------- 
        At 31 October 
         2019                  -              -                 -             (828)               (184,464)    (185,292) 
        Charge for 
         the 
         year                  -              -          (21,776)           (2,483)                (75,488)              (99,747) 
        Impairment             -              -                 -                 -                       -                     - 
                       ---------  -------------  ----------------  ----------------  ----------------------  -------------------- 
        At 31 October 
         2020                  -              -          (21,776)           (3,311)               (259,952)             (285,039) 
 
        Net book 
        value 
        At 31 October 
         2020            240,145          3,682            52,883             4,119                 758,039     818,723 
        At 31 October 
         2019                  -          3,682                 -             6,602                 147,389     157,673 
 
              Goodwill and the customer relationships intangible assets 
               held by the Group arose on the acquisition of Phenix Digital. 
               See note 26 for further information. 
               The Company's internally developed software relates to 
               its Launchyourcareer.com and VICTAR VR careers education 
               platform, the associated CLEVER suite of intranet products, 
               digital customer loyalty applications and virtual reality 
               gaming experiences. 
               The Group tests goodwill annually for impairment, or more 
               frequently if there are indications that goodwill might 
               be impaired. The recoverable amount of a Cash Generating 
               Unit (CGU) is determined from value in use calculations. 
               The key assumptions for these calculations are externally 
               derived long-term growth rates, discount rates and cash 
               flow forecasts derived from the most recent financial 
               budgets and forecasts approved by management covering 
               a three-year period. Rates applied are: 
 
                *    Long term growth rate 2.0% 
 
 
                *    Discount rate / cost of capital 9.3% 
 
 
               Budgets and forecasts are based on expectations of future 
               outcomes taking into account past experience adjusted 
               for revenue growth from both new business and like for 
               like growth and taking into consideration external economic 
               factors. Cash flows beyond the three-year period are extrapolated 
               using an estimated growth rates, based on local expected 
               economic conditions and do not exceed the long-term average 
               growth rate for that country. The discount rates are based 
               on the Group's weighted average cost of capital. 
               No issues were identified that required an impairment. 
 
       Intangible assets - Company 
                                              Goodwill 
       Cost                                        GBP 
       At 1 November 2019                            - 
  Recognised on transfer 
   of trade                                    183,928 
                                       --------------- 
  At 31 October 2020                           183,928 
                                       --------------- 
 
  Net Book Value                               183,928 
                                       --------------- 
 
       The goodwill reflects the retention of the economic value 
        accruing to the Company from its acquisition of Phenix Digital 
        Limited following the decision to transfer its trade and 
        operations of to DevClever Limited post acquisition. 
        The Company tests goodwill annually for impairment, or more 
        frequently if there are indications that goodwill might be 
        impaired. The recoverable amount of a Cash Generating Unit 
        (CGU) is determined from value in use calculations. The key 
        assumptions for these calculations are externally derived 
        long-term growth rates, discount rates and cash flow forecasts 
        derived from the most recent financial budgets and forecasts 
        approved by management covering a three-year period. 
        Budgets and forecasts are based on expectations of future 
        outcomes taking into account past experience adjusted for 
        revenue growth from both new business and like for like growth 
        and taking into consideration external economic factors. 
        Cash flows beyond the three-year period are extrapolated 
        using an estimated growth rates of 2.0%, based on local expected 
        economic conditions and do not exceed the long-term average 
        growth rate for that country. The discount rates are based 
        on the Group's weighted average cost of capital of 9.3%. 
        No issues were identified that required an impairment. 
 13    Property, plant and equipment 
                                              Right of       Fixtures           Computer                           Total 
                                            use assets   and fittings          equipment 
                                                   GBP            GBP                GBP                             GBP 
       Cost 
  At 1 November 2017                                 -         17,673           18,899                            36,572 
  Additions                                          -          8,148           11,224                            19,372 
  Transfer between asset 
   classes                                           -        (9,001)             9,001                                - 
                                       ---------------  -------------  -----------------  ---  ------------------------- 
  At 31 October 2018                                 -         16,820           39,124                            55,944 
  Additions                                          -          1,875           24,767                            26,642 
                                       ---------------  -------------  -----------------  ---  ------------------------- 
  At 31 October 2019                                 -         18,695           63,891                            82,586 
  Initial adoption of IFRS 
   16                                           84,249              -                  -                          84,249 
  Acquired on acquisition 
   of subsidiary                                     -              -             1,750                            1,750 
  Additions                                          -              -          33,584                             33,584 
                                       ---------------  -------------  -----------------  ---  ------------------------- 
  At 31 October 2020                            84,249         18,695             99,225                         202,169 
 
       Depreciation 
  At 1 November 2017                                 -        (8,232)            (6,300)                        (14,532) 
  Charge for the year                                -        (1,518)           (10,138)                        (11,656) 
  Transfer between asset 
   classes                                           -          7,425            (7,425)                               - 
                                       ---------------  -------------  -----------------  ---  ------------------------- 
  At 31 October 2018                                 -        (2,325)           (23,863)                        (26,188) 
  Charge for the year                                -        (2,338)           (12,354)                        (14,692) 
                                       ---------------  -------------  -----------------  ---  ------------------------- 
  At 31 October 2019                                 -        (4,663)           (36,217)                        (40,880) 
  Charge for the year                         (26,605)        (6,053)           (23,150)                        (55,808) 
                                       ---------------  -------------  -----------------  ---  ------------------------- 
  At 31 October 2020                          (26,605)       (10,716)           (59,367)                        (96,688) 
 
       Net book value 
  At 31 October 2020                            57,644          7,979             39,858                         105,481 
  At 31 October 2019                                 -         14,032             27,674                          41,706 
 
  The right of use asset relates to the property lease for 
   the Group's premises at Unit 1, Ninian Way, Tamworth, which 
   has been recognised on adoption of IRFS 16 Leases. The associated 
   IFRS 19 lease liability is included within other loans and 
   borrowings (see note 19) 
   An assessment was undertaken for indicators of impairment 
    at the balance sheet. No issues were identified that required 
    an impairment review to be conducted. 
 
 
 
 14    Financial assets at fair value through 
        profit or loss - Group 
                                                                      2020      2019 
                                                                       GBP       GBP 
 
  Equity investments                                               138,653     1,125 
                                                               -----------  -------- 
 
       The Group's financial assets valued at fair value through 
        profit or loss represent its ownership interest in Audoo 
        Limited, a private limited company. 
 
        The fair value of the financial assets is measured by reference 
        to the degree to which fair value is observable: 
 
         *    Level 1 fair value measurements being those derived 
              from inputs other than quoted prices that are 
              observable for the asset or liability, either 
              directly (i.e. as prices) or indirectly (i.e. derived 
              from prices) 
 
 
         *    Level 2 fair value measurements being those derived 
              from valuation techniques that includes inputs for 
              the asset or liability that are not based on 
              observable market data (unobservable inputs). 
 
 
         *    Level 3 assets whose fair value cannot be determined 
              by using observable inputs or measures, such as 
              market prices or models. Level 3 assets are typically 
              very illiquid, and fair values can only be calculated 
              using estimates or risk-adjusted value ranges. 
 
 
 
        The fair value has been established by reference the issue 
        price of shares in Audoo at its latest funding round of GBP48.06 
        per Ordinary Share. As a private limited company, Audoo's 
        share price is not observable market data and therefore represents 
        a level 2 fair value measurement as defined in the fair value 
        hierarchy above . 
 
 
  Name of undertaking      Country of      Ownership   Voting power   Nature of 
                          incorporation     interest       held        business 
  Audoo Limited                UK            1.16%        1.16%       Audio devices 
 
  The Company holds 2,885 Ordinary A shares (2019: 750) in 
   Audoo Limited, a developer of audio meters to support performance 
   rights organisations track played music. The shares were 
   acquired as part consideration for services provided as follows: 
 
 
                    No.     Cost   Fair value       Fair value 
                                                 gain / (loss) 
  10 May 2019       750    1,125       36,045           34,920 
  2 March 2020    1,250   30,000       60,075           30,075 
  22 May 2020       885   30,010       42,433           12,523 
                 ------  -------  -----------  --------------- 
                  2,885   61,135      138,653           77,518 
                 ------  -------  -----------  --------------- 
 
 
 
 15    Investments - Company 
                                                             Shares in 
                                                          subsidiaries 
       Cost and carrying value                                     GBP 
 
       As at 26 September 2018                                       - 
  Additions                                                  2,500,000 
                                                       --------------- 
  As at 31 October 2019                                      2,500,000 
  Additions                                                    183,928 
  Re-categorised as goodwill on transfer 
   of trade and operations                                   (183,928) 
                                                       --------------- 
  As at 31 October 2020                                      2,500,000 
                                                       --------------- 
 
 
 
 
 
 
 
    Details of the Company's subsidiaries at 31 October 2020 
    are as follows: 
 
 
       Name of undertaking         Country of            Ownership          Voting power     Nature of 
                                  incorporation           interest              held          business 
  DevClever 
   Limited                          UK                      100%                100%         Digital media 
 
  Phenix Digital 
   Limited                           UK                        100%                 100%     Digital media 
 
       The Company's interest in Dev Clever Limited was acquired 
        on 2nd October 2018. The registered office of Dev Clever 
        Limited is Ventura House, Ventura Park Road, Tamworth, B78 
        3HL. 
 
        The Company's interest in Phenix Digital Limited was acquired 
        on 13(th) March 2020. Following its acquisition, the trade 
        and operations of Phenix Digital Limited were transferred 
        to DevClever Limited, including the transfer of staff and 
        novation of contracts. As a result of this transfer, the 
        investment in Phenix Digital Limited has been re-categorised 
        as goodwill (see note 12). The registered office of Phenix 
        Digital Limited is Creative Industries Centre, Wolverhampton 
        Science Park, Wolverhampton, West Midlands, WV10 9TG. 
 16    Trade and other receivables - Group 
                                                                                      2020              2019 
                                                                                       GBP               GBP 
 
  Trade receivables                                                                703,544            62,346 
  Less: Provision for impairment of 
   trade receivables                                                               (2,369)          (11,765) 
                                                                               -----------  ----  ---------- 
                                                                                   701,175            50,581 
  Prepayments                                                                      295,437            33,522 
  Income taxes                                                                     135,406            16,402 
  Taxation and social security                                                           -             6,109 
  Other receivables                                                                      -            50,000 
                                                                               -----------  ----  ---------- 
                                                                                 1,132,018           156,614 
                                                                               -----------  ----  ---------- 
 
       The ageing of trade receivables that 
        were not impaired at 31 October was: 
                                                                                      2020              2019 
                                                                                       GBP               GBP 
  Not past due                                                                     576,134            22,692 
  Up to three months past due                                                      123,473            24,869 
  More than three months past due                                                    1,568             3,020 
                                                                               -----------  ----  ---------- 
                                                                                   701,175            50,581 
                                                                               -----------  ----  ---------- 
 
       Other receivables are not past due (2019: not past due). 
 
        The Company trades only with recognised, credit-worthy third 
        parties. Receivable balances are monitored on an ongoing 
        basis with the aim of minimising the Company's exposure to 
        bad debts. The Company has reviewed in detail all items comprising 
        the above not past due and overdue but not impaired trade 
        receivables to ensure that no impairment exists. As at 31 
        October 2020, trade receivables of GBP2,369 (2019: GBP11,765) 
        were impaired and provided for. The amount of the provision 
        was GBP2,369 at 31 October 2020 (2019: GBP11,765). Movements 
        on the provision for impairment of trade receivables are 
        as follows: 
 
                                                                                      2020              2019 
                                                                                       GBP               GBP 
  At 1 November                                                                   (11,765)           (4,500) 
       On acquisition of Phenix Digital Limited                                    (2,369)                 - 
  Provision for expected credit losses 
   released / (charged)                                                                  -          (11,765) 
  Receivables written off during the 
   year                                                                             11,765             4,500 
                                                                               -----------  ----  ---------- 
  At 31 October                                                                    (2,369)          (11,765) 
                                                                               -----------  ----  ---------- 
 
       The Directors review trade receivable balances on an individual 
        basis each month to assess whether there is evidence of circumstances 
        that will lead to the provision of expected credit losses. 
        This is feasible due to the relatively low number of individual 
        trade receivable accounts. Write-offs occur when there is 
        no reasonable expectation of recovery would typically be 
        considered once debts become more than six months overdue, 
        on approval by the Chief Financial Officer. 
 
        The other classes within trade and other receivables do not 
        contain impaired assets. The maximum exposure to credit risk 
        for trade and other receivables at the reporting date is 
        the carrying value of each class of receivable disclosed 
        above. 
 
        The carrying amounts of all the Group's, trade and other 
        receivables are denominated in the following currencies. 
                                                                                      2020              2019 
                                                                                       GBP               GBP 
  Sterling                                                                         681,340           156,614 
       US $                                                                        450,678                 - 
                                                                               -----------  ----  ---------- 
                                                                                 1,132,018           156,614 
                                                                               -----------  ----  ---------- 
 
       The trade receivables denominated in foreign currency relate 
        to the bulk sale of software licences to a single customer 
        and is included in the not past due debt at the period end. 
 
       Trade and other receivables - Company 
                                                                                      2020              2019 
                                                                                       GBP               GBP 
 
  Amounts owed by Group undertakings                                             3,137,441         1,134,404 
       Less: Provision for impairment amounts                                     (80,111)                 - 
        owed by Group undertakings 
                                                                               -----------  ----  ---------- 
                                                                                 3,057,330         1,134,404 
  Prepayments                                                                      160,130            17,418 
  Taxation and social security                                                           -             6,109 
  Other receivables                                                                355,422           267,541 
                                                                               -----------  ----  ---------- 
                                                                                 3,572,882         1,425,472 
                                                                               -----------  ----  ---------- 
 
       Other receivables are not past due (2019: not past due). 
 
       On 21 January 2019, the Company provided an intra-group loan 
        facility to its subsidiary, Dev Clever Ltd for GBP1,233,000, 
        following its admission to the Standard List of the London 
        Stock Exchange and the receipt of the placing proceeds. During 
        the course of 2020, the Company has approved increases to 
        this loan facility to GBP3,833,000 to support the development 
        and commercialisation of its proprietary software platforms. 
        The loan, which is unsecured and 
        repayable on demand, bears interest at 4.75% above the Bank 
        of England Base Rate. Dev Clever Limited had drawn down GBP3,057,330 
        (2019: GBP1,134,404) as at 31 October 2020. 
 
        On 1 April 2020, the Group provided an intra-group loan facility 
        to its newly acquired subsidiary, Phenix Digital Limited, 
        for GBP100,000 to support the on-going working capital requirements 
        of the business whilst its trade is transferred to Dev Clever 
        Limited. Phenix Digital Limited had drawn down GBP80,111 
        as at 31 October 2020. As a result of the transfer of trade 
        to DevClever Limited, Phenix Digital is no longer in a position 
        to repay the Group loan facility and an impairment of GBP80,111 
        has been recognised. 
 
        The other classes within trade and other receivables do not 
        contain impaired assets. The maximum exposure to credit risk 
        for trade and other receivables at the reporting date is 
        the carrying value of each class of receivable disclosed 
        above. 
 
        The carrying amounts of all the Company's trade and other 
        receivables are denominated GBP Sterling. 
 
 17    Cash and cash equivalents - Group                                              2020                 2019 
                                                                                       GBP                  GBP 
  Bank current accounts (Santander)                                              1,032,473              496,707 
                                                                               -----------  ----  ------------- 
 
       Santander has a credit rating of A1 
        (Moody's) 
 
       Cash and cash equivalents - Company                                            2020                 2019 
                                                                                       GBP                  GBP 
  Bank current accounts (Santander)                                                938,806              325,374 
                                                                               -----------  ----  ------------- 
 
       Santander has a credit rating of A1 
        (Moody's) 
 18    Trade and other payables - Group 
                                                                                      2020                 2019 
                                                                                       GBP                  GBP 
       Current 
  Trade payables                                                                  (22,710)             (12,048) 
  Accruals                                                                       (184,895)             (75,110) 
  Deferred income                                                                (210,145)                (603) 
  Other taxation and social security                                             (108,497)             (36,645) 
  Other payables                                                                  (28,969)             (11,678) 
                                                                               -----------  ----  ------------- 
                                                                                 (555,216)            (136,084) 
                                                                               -----------  ----  ------------- 
 
       The carrying amounts of all the Group's trade and other payables 
        are denominated GBP Sterling. 
 
       Trade and other payables - Company 
                                                                                      2020                 2019 
                                                                                       GBP                  GBP 
 
        Trade payables                             (409)                          (19,128)                (409) 
    Accruals                                (67,910)                              (55,704)             (67,910) 
    Other taxation and social security       (1,304)                               (2,564)              (1,304) 
    Other payables                           (2,489)                                     -              (2,489) 
                                           --------- 
                                                                               -----------        ------------- 
                                                                                  (77,396)             (72,112) 
                                                                               -----------        ------------- 
 
  The carrying amounts of all the Company's trade and other 
   payables are denominated GBP Sterling. 
 
 
 
 19    Loans and Borrowings - Group 
 
       The Directors believe the book value of loans and borrowings 
        approximates fair values. Books values are: 
 
                                                           2020           2019 
       Current                                              GBP            GBP 
       Unsecured loans 
       IFRS 16 liability                               (29,205)              - 
  Other                                                (61,378)       (47,727) 
                                                  -------------  ------------- 
                                                       (90,583)       (47,727) 
 
         Non-current 
       Unsecured loans 
       IFRS 16 Liability                               (31,930)              - 
  Other                                               (286,751)       (89,847) 
                                                  -------------  ------------- 
                                                      (318,681)       (89,847) 
 
  Total loans and borrowings                          (409,264)      (137,574) 
                                                  -------------  ------------- 
 
  All the Group's loans and borrowings are denominated in GBP 
   Sterling. The Group has no committed borrowing facilities. 
 
   On 3 October 2017, the Group obtained a loan of GBP50,000, 
   net of transaction costs of GBP2,750 from Funding Circle 
   at an effective interest rate of 10.7%. The loan is repayable 
   in monthly instalments of GBP1,067 over a 5-year term and 
   is secured by way of a personal guarantee by Christopher 
   Jeffries, Director. The outstanding liability at 31 October 
   2020 was GBP23,168, of which GBP11,043 is payable within 
   one year and GBP12,125 is repayable in greater than one year. 
 
   On 9 April 2018, the Group obtained a loan of GBP152,413, 
   net of transaction costs of GBP9,729 from Crowd2Fund at an 
   effective interest rate of 14.2%. The loan is repayable in 
   monthly instalments of GBP4,112 over a 4-year term and is 
   secured by way of a personal guarantees by Christopher Jeffries 
   (Director), Katie Jeffries (spouse of Christopher Jeffries) 
   and Nicholas Ydlibi (Director). The outstanding liability 
   at 31 October 2020 was GBP66,825, of which GBP43,081 is payable 
   within one year and GBP23,744 is repayable in greater than 
   one year. 
 
   On 1 November 2019, the Company recognised a property lease 
   creditor of GBP87,847 in respect of its office premises at 
   Unit 1, Ninian Park, Ninian Way, Tamworth following the adoption 
   of IFRS 16 Leases. The outstanding liability at 31 October 
   2020 was GBP61,135, of which GBP29,205 is payable within 
   one year (2019: GBPnil) and GBP31,930 is repayable in greater 
   than one year (2019: GBPnil). The lease expires on 24 December 
   2022. 
 
   On 20 January 2020, the Chairman and CEO, Christopher Jeffries 
   and the Company entered into a convertible loan note agreement 
   amounting to GBP400,000. The loan notes are convertible into 
   ordinary shares of 1p each at Christopher Jeffries' option 
   at any time subject to, among other things, the Company not 
   being required to publish a prospectus in connection with 
   the issue of shares on conversion of the notes and no obligations 
   under Rule 9 of the City Code on Takeovers and Mergers being 
   triggered by such an issue of shares. Unless previously repaid 
   or converted, the loan notes will be redeemed at par by the 
   Company of their fifth anniversary. The Notes bear a zero 
   coupon. 
 
   The loan notes constitute a compound financial instrument 
   under IAS 32. The liability component, representing the net 
   present value of future contractual cash flows, was initially 
   valued at GBP248,369. The equity component of GBP151,631, 
   representing the residual amount after deducting the amount 
   for the liability from the value of the funds received, is 
   reported within "Other reserves". 
 
   On 3 August 2020 Christopher Jeffries converted GBP21,141 
   of the loan note for 2,114,069 new 1p ordinary shares. The 
   loan notes attracted an imputed interest charge of GBP23,654 
   that was accrued at the year end. The remaining liability, 
   including the imputed interest, was GBP250,882 at the year 
   end and is reported within amounts falling due in more than 
   one year. 
 
   On 13 March 2020, the Group acquired GBP28,266 of loans and 
   borrowings as part of its acquisition of Phenix Digital Limited. 
   These borrowings comprised a bank overdraft of GBP8,929, 
   a bank loan of GBP13,237 and a family loan of GBP6,100. The 
   bank overdraft and family loans have been repaid in the period. 
   The outstanding liability on the bank loan at 31 October 
   2020 was GBP7,254 and is repayable in less than one year. 
  Loans and Borrowings - Company 
 
  The Directors believe the book value of loans and borrowings 
   approximates fair values. Books values are: 
 
                                                           2020           2019 
                                                            GBP            GBP 
  Non-current 
  Unsecured loans 
  - Other                                             (250,882)              - 
                                                  -------------  ------------- 
                                                      (250,882)              - 
                                                  -------------  ------------- 
 
  All the Company's loans and borrowings are denominated in 
   GBP Sterling. The Company has no committed borrowing facilities. 
 
   On 20 January 2020, the Chairman and CEO, Christopher Jeffries 
   and the Company entered into a convertible loan note agreement 
   amounting to GBP400,000. The loan notes are convertible into 
   ordinary shares of 1p each at Christopher Jeffries' option 
   at any time subject to, among other things, the Company not 
   being required to publish a prospectus in connection with 
   the issue of shares on conversion of the notes and no obligations 
   under Rule 9 of the City Code on Takeovers and Mergers being 
   triggered by such an issue of shares. Unless previously repaid 
   or converted, the loan notes will be redeemed at par by the 
   Company of their fifth anniversary. The Notes bear a zero 
   coupon. 
 
   The loan notes constitute a compound financial instrument 
   under IAS 32. The liability component, representing the net 
   present value of future contractual cash flows, was initially 
   valued at GBP248,369. The equity component of GBP151,631, 
   representing the residual amount after deducting the amount 
   for the liability from the value of the funds received, is 
   reported within "Other reserves". 
 
   On 3 August 2020 Christopher Jeffries converted GBP21,141 
   of the loan note for 2,114,069 new 1p ordinary shares. The 
   loan notes attracted an imputed interest charge of GBP23,654 
   that was accrued at the year end. The remaining liability, 
   including the imputed interest, was GBP250,882 at the year 
   end and is reported within amounts falling due in more than 
   one year. 
 
 
 20    Deferred tax - Group 
 
       The elements of deferred taxation are 
        as follows: 
                                                                         2020       2019 
                                                                          GBP        GBP 
 
 
  Accelerated capital allowances and intellectual 
   property                                                          (15,826)   (16,464) 
       Revaluation of intangible assets arising                      (10,040)          - 
        on acquisition 
                                                             ----------------  --------- 
                                                                     (25,866)   (16,464) 
                                                             ----------------  --------- 
 
       Movement in deferred tax:                Accelerated       Revaluation      Total 
                                         capital allowances     of intangible 
                                           and intellectual    assets arising 
                                                   property    on acquisition 
                                                                                     GBP 
  At 31 October 2018                               (28,114)                 -   (28,114) 
  Credited to income statement                       11,650                 -     11,650 
  At 31 October 2019                               (16,464)                 -   (16,464) 
  Deferred tax balances arising 
   on acquisition                                       638          (14,185)   (13,547) 
  Credited to income statement                            -             4,145      4,145 
                                       --------------------  ----------------  --------- 
                                                     15,826            10,040   (25,866) 
                                       --------------------  ----------------  --------- 
 
  The deferred tax liability arising on the revaluation of intangible 
   assets on acquisition relates to customer relationship asset 
   in respect of Phenix Digital. Further details are proved in 
   note 26. 
 
 
 21    Financial instruments and financial 
        risk management - Group 
 
       The Group is exposed to a variety of financial risks that 
        arise from its use of financial instruments: credit risk, 
        liquidity risk, foreign exchange risk and capital risk. 
 
       Principal financial instruments 
 
       The principal financial instruments used by the Group from 
        which financial instrument risk arises are as follows: 
 
        -- Trade and other receivables 
        -- Cash and cash equivalents 
        -- Trade and other payables 
        -- Debt finance 
        These instruments are all disclosed at amortised cost. 
                                                                    2020                 2019 
                                                                     GBP                  GBP 
       Financial assets 
       Loans and receivables 
  Trade and other receivables                                    996,612              140,212 
  Cash and cash equivalents                                    1,032,473              496,707 
                                                      ------------------  ---  -------------- 
                                                               2,029,085              636,919 
                                                      ------------------  ---  -------------- 
 
       Financial liabilities 
       Other financial liabilities 
  Trade and other payables                                     (555,216)            (136,084) 
  Loans and borrowings                                         (409,264)            (137,574) 
                                                      ------------------  ---  -------------- 
                                                               (964,480)            (273,658) 
                                                      ------------------  ---  -------------- 
 
       Disclosures in respect of the Company's financial risks are 
        set out below: 
 
       Financial risk management 
 
        The Company's activities expose it to credit, liquidity and 
        foreign exchange risks. The Company's overall risk management 
        programme focuses on the unpredictability of financial markets 
        and seeks to minimise potential adverse effects on the Company's 
        financial performance. 
 
       Credit risk 
        Credit risk is the risk of financial loss to the Company 
        if a customer or counterparty to a financial instrument fails 
        to meet its contractual obligations and arises principally 
        from trade receivables from customers and cash deposits with 
        financial institutions. The Company's exposure to credit 
        risk is influenced mainly by the individual characteristics 
        of each customer. Credit checks are performed on new and 
        potential customers and receivable balances are monitored 
        individually, on an ongoing basis, with the aim of minimising 
        the Company's exposure to the risk of default. The Directors 
        consider the above measures to be sufficient to control the 
        credit risk exposure. 
        The Company gives careful consideration to which organisations 
        it uses for its banking services in order to minimise credit 
        risk. At the reporting date, the Company's cash held on short-term 
        deposit with Santander Bank plc in the United Kingdom was 
        GBP1,032,473 (2019: GBP496,707). 
 
        The carrying amount of financial assets recorded in the consolidated 
        financial statements represents the Company's maximum exposure 
        to credit risk without taking into account the value of any 
        collateral obtained. In the Directors' opinion there have 
        been no impairments of 
        financial assets in the period, other than in relation to 
        trade receivables written off of GBP11,765 (2019: GBP4,500) 
        as disclosed in note 16. 
 
       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 
        manages its cash flows to ensure that it will always have 
        sufficient liquidity to meet its liabilities when due, under 
        both normal and stressed conditions, without incurring 
        unacceptable losses or damage to the Group's reputation. 
        During the course of the year, the Group has raised additional 
        equity finance and loan finance to support the on-going development 
        and commoditisation of its software portfolio. The Group 
        has raised additional equity finance of GBP2,571,325 (2019 
        GBP1,471,499) and loan finance of GBP400,000 (2019 nil). 
        Details of the finance raised in the period are detailed 
        below: 
 
        On 22 January 2020, the Group raised GBP437,851 by way of 
        a placing of 43,785,107 new ordinary shares of GBP0.01 at 
        par value. On the same date, the Group also received GBP400,000 
        by way of a zero-coupon convertible loan note from its CEO 
        and Chairman Christopher Jeffries. The loan notes are convertible 
        into ordinary shares of 1p each at Christopher Jeffries' 
        option at any time subject to, among other things, the Company 
        not being required to publish a prospectus in connection 
        with the issue of shares on conversion of the notes and no 
        obligations under Rule 9 of the City Code on Takeovers and 
        Mergers being triggered by such an issue of shares. Unless 
        previously repaid or converted, the loan notes will be redeemed 
        at par by the Company of their fifth anniversary. 
 
        On 3 August 2020, the Group raised gross proceeds of GBP250,000 
        through a placing of 2,500,000 new ordinary 1p shares with 
        Intrinsic Capital (Jersey) Limited at a placing price of 
        10p. On 10 September 2020, the Group raised a further GBP1,750,000 
        through a placing of 17,500,000 new ordinary 1p shares with 
        Intrinsic Capital (Jersey) Limited at a placing price of 
        10p per share. The two placings represented the completion 
        of first tranche of the investment agreement with Intrinsic 
        Capital (Jersey) Limited. 
 
        The agreement gives provides for Intrinsic Capital (Jersey) 
        Limited to subscribe for a further 80,000,000 new ordinary 
        1p shares at a subscription price of 10p per share. The second 
        tranche of 20,000,000 shares had been subscribed for at the 
        year end, with a completion date no later than 25 January 
        2021. Intrinsic Capital (Jersey) Limited has the right to 
        subscribe to the third tranche of 20,000,000 new ordinary 
        1p shares by 28 February 2021 and the fourth tranche of 40,000,000 
        new ordinary 1p shares by 30 June 2021. 
 
        The Group raised GBP133,474 of further equity through the 
        exercise of employee share options GBP7,574 and the exercise 
        of adviser warrants GBP125,950. The employee options had 
        an exercise price of 1p per share and the adviser warrants 
        exercise prices of between 1p and 3.4p per share. 
 
        The Directors manage liquidity risk by regularly reviewing 
        the Group's cash requirements by reference to short-term 
        cash flow forecasts and medium-term working capital projections 
        prepared by management. 
 
       Maturity of financial assets and liabilities 
        Financial liabilities include 4 loans with outstanding balances 
        of GBP23,168 (2019: GBP33,060), GBP66,825 (2019: GBP104,515), 
        GBP250,882 (2019: GBPnil) and GBP7,254 (2019: GBPnil) and 
        a finance lease creditor of GBP61,135 (2019: GBPnil). The 
        total amount payable in more than one year from the reporting 
        date is GBP318,681 (2019: GBP89,847) analysed as follows: 
 
 
 
                                                                    2020                 2019 
                                                                     GBP                  GBP 
  Amounts repayable within 1 year                                 90,583               47,727 
  Amounts repayable within 1 to 2 years                           67,799               53,978 
  Amounts repayable within 2 to 5 years                          250,882               35,869 
                                                      ------------------  ---  -------------- 
  Total                                                          409,264              137,574 
                                                      ------------------  ---  -------------- 
 
       The Company's other financial assets and liabilities at each 
        reporting date are either receivable or payable within one 
        year. 
 
       Foreign exchange risk 
        The majority of the Company's revenues and costs are currently 
        in Sterling (the Company's functional currency) and involve 
        no currency risk. Activities in currencies other than Sterling 
        are funded as much as possible through operating cash flows, 
        mitigating foreign exchange risk. 
 
        The Company has the following cash and cash equivalent deposits: 
 
                                                                    2020                 2019 
                                                                     GBP                  GBP 
 
  Sterling                                                     1,032,473              496,707 
                                                      ------------------  ---  -------------- 
 
       The gross value of receivables and payables by currency is 
        disclosed in notes 15 and 16 respectively. The Group has 
        the following net other financial instruments: 
 
                                                                    2020                 2019 
                                                                     GBP                  GBP 
 
  Sterling                                                       623,209              359,133 
                                                      ------------------  ---  -------------- 
 
       Capital management 
        The Company's capital structure is comprised of a combination 
        of shareholders' equity and external loan finance. The objective 
        of the Company when managing capital is to maintain adequate 
        financial flexibility to preserve its ability to meet financial 
        obligations, both current 
        and long term. The capital structure is managed and adjusted 
        to reflect changes in economic conditions. The Company funds 
        its expenditures on commitments from existing cash and cash 
        equivalent balances, primarily received from operating cash 
        flows and from a combination of both equity and loan finance. 
 
        There are no externally imposed capital requirements. Financing 
        decisions are made by the Directors based on forecasts of 
        the expected timing and level of capital and operating expenditure 
        required to meet the Company's commitments and development 
        plans. 
 
 
 22    Share capital and reserves 
 
       Share Capital - Group and Company 
                                                               Number of        Share capital 
                                                           shares issued 
                                                               and fully 
                                                                    paid 
                                                                     No.                  GBP 
       Ordinary share capital 
  Issued and fully paid Ordinary shares 
   of GBP0.01 each                                           471,219,794            4,712,197 
                                                      ------------------  ---  -------------- 
 
 
 
         Reconciliation of movement during 
         the year: 
 
  As at 1 November 2018                                      250,000,000            2,500,000 
 
  Ordinary shares of GBP0.01 issued 
   at GBP0.01 on 14 December 2018 for 
   cash                                                       33,500,000              335,000 
  Ordinary shares of GBP0.01 issued 
   at GBP0.01 on 21 January 2019 for 
   cash                                                       67,800,000              678,000 
  Ordinary shares of GBP0.01 issued 
   at GBP0.01 on 21 January 2019 on conversion 
   of loan                                                    22,000,000              220,000 
  Ordinary shares of GBP0.01 issued 
   at GBP0.01 on 2 August 2019 for cash                        2,290,000               22,900 
  Ordinary shares of GBP0.01 issued 
   at GBP0.034 on 22 August 2019 for 
   cash                                                       12,811,736              128,117 
 
  As at 31 October 2019                                      388,401,736            3,884,017 
 
       Ordinary shares of GBP0.01 issued 
        at GBP0.01 on 22 January 2020 for 
        cash                                                  43,785,107              437,851 
   Ordinary shares of GBP0.01 issued 
    at GBP0.0235 on 13 March 2020 for 
    cash                                                       3,571,429               35,714 
  Ordinary shares of GBP0.01 issued 
   at GBP0.01 on 27 May for cash                                 752,485                7,524 
  Ordinary shares of GBP0.01 issued 
   at GBP0.01 on 3 August 2020 for cash 
   and on conversion of loan                                   4,614,069               46,141 
  Ordinary shares of GBP0.01 issued 
   at GBP0.01 on 10 September 2020 for 
   cash                                                       29,326,264              293,263 
  Ordinary shares of GBP0.01 issued 
   at GBP0.034 on 17 September 2020 for 
   cash                                                          768,704                7,687 
 
  As at 31 October 2020                                      471,219,794            4,712,197 
                                                      ------------------  ---  -------------- 
 
       Merger reserve - Group 
                                                                    2020                 2019 
                                                                     GBP                  GBP 
 
       At the beginning of year                              (2,499,900)                    - 
  Transfer to merger reserve arising 
   from accounting treatment of acquisition 
   of subsidiary                                                       -          (2,499,900) 
                                                      ------------------  ---  -------------- 
                                                             (2,499,900)          (2,499,900) 
                                                      ------------------  ---  -------------- 
 
       Share premium account - Group and 
        Company 
                                                                    2020                 2019 
                                                                     GBP                  GBP 
 
       At beginning of year                                      246,246                    - 
  Premium arising on issue of new shares                       1,866,663              307,482 
  Share issue expenses                                         (135,462)             (61,236) 
                                                      ------------------  ---  -------------- 
                                                               1,977,447              246,246 
                                                      ------------------  ---  -------------- 
 
 
       Other reserves - Group and Company 
                                                                    2020                 2019 
                                                                     GBP                  GBP 
 
       At the beginning of year                                  110,212                    - 
  Compensation expense recognised in                             123,889               47,717 
   period arising on issue of share options                            -                    - 
  Fair value of advisor warrants issued 
   in period                                                      16,288               62,495 
       Recycled share-based payments                            (78,783)                    - 
       Equity component of compound financial                    151,631                    - 
        instrument 
                                                      ------------------  ---  -------------- 
                                                                 323,237              110,212 
                                                      ------------------  ---  -------------- 
 
       Retained earnings - Group 
                                                                    2020                 2019 
                                                                     GBP                  GBP 
 
  At the beginning of period                                 (1,170,672)            (151,041) 
       Restatement on adoption of IFRS 16                        (3,598)                    - 
  Loss for the year                                            (937,697)          (1,019,631) 
       Recycled share-based payments                              78,783                    - 
       Dividends paid                                                  -                    - 
                                                      ------------------  ---  -------------- 
                                                             (2,033,184)          (1,170,672) 
                                                      ------------------  ---  -------------- 
 
       Retained earnings - Company 
                                                                    2019                 2019 
                                                                     GBP                  GBP 
 
       At the beginning of period                               (61,741)                    - 
  Loss for the year                                            (162,585)             (61,741) 
       Recycled share-based payments                              78,783                    - 
                                                      ------------------  ---  -------------- 
                                                               (145,543)             (61,741) 
                                                      ------------------  ---  -------------- 
 
 
 23   Capital commitments - Group and Company 
 
      As at 31 October 2020 and 31 October 2019 there were no capital 
       commitments. 
 
 
 24    Related party transactions - Group 
 
                                    31 October 2020             31 October 2019 
                                   Income        Amounts        Income        Amounts 
                                / Expense    Outstanding     / Expense    Outstanding 
                                  in year                      in year 
       Revenue 
  Audoo Limited                   360,612              -         7,125              - 
 
       Aggregate emoluments 
  CM Jeffries                     153,314         24,000        90,095              -         Director 
  NAR Ydlibi                       92,314          8,000        66,095              -         Director 
       T Heaton                    70,899              -             -              -         Director 
  T Heaton                         92,301              -        13,400              -   Key management 
  CB Forrest                       20,000              -        15,000              -         Director 
  DR Ivy                           20,000              -        15,000              -         Director 
       J Carter                     3,262              -             -              -   Key management 
       R Lee                       13,040              -             -              -   Key management 
                              -----------  -------------  ------------  ------------- 
                                  465,130         32,000       199,590              - 
                              -----------  -------------  ------------  ------------- 
 
       Payments to contractors 
       K Hayes                     40,000              -             -              -   Key management 
 
       Share option expense 
  NAR Ydlibi                       19,714              -        27,594              -         Director 
       T Heaton                    34,292              -             -              -         Director 
       T Heaton                    10,674              -             -              -   Key management 
       J Carter                     3,230              -             -              -   Key management 
       R Lee                       19,463              -             -              -   Key management 
                              -----------  -------------  ------------  ------------- 
                                   87,373              -        27,594              - 
                              -----------  -------------  ------------  ------------- 
  Loans                           250,882              -             -              -         Director 
   CM Jeffries 
                              -----------  -------------  ------------  ------------- 
                                  250,882              -             -              - 
                              -----------  -------------  ------------  ------------- 
 
 
  CM Jeffries, Director and shareholder in Dev Clever Holdings 
   plc is also a Director of DevClever Limited, Dev Clever Consortium, 
   Phenix Digital Limited (appointed 13 March 2020) and Forever 
   Worldwide Limited. 
   NAR Ydlibi, Director and shareholder in Dev Clever Holdings plc 
   is also a director of DevClever Limited, Phenix Digital Limited 
   (appointed 13 March 2020) and a trustee of L.E.A.D Academy Trust. 
 
  Save as disclosed above, none of the key management personnel 
   of the Company owe any amounts to the Company (2019: GBPnil), 
   nor are any amounts due from the Company to any of the key management 
   personnel (2019: GBPnil). 
 
 
  Related party transactions - Company 
 
                                31 October 2020             31 October 2019 
                               Income        Amounts       Income        Amounts 
                            / Expense    Outstanding    / Expense    Outstanding 
                              in year                     in year 
 
  Aggregate emoluments 
  CB Forrest                   20,000              -       15,000              -        Director 
  DR Ivy                       20,000              -       15,000              -        Director 
                          -----------  -------------  -----------  ------------- 
                               40,000              -       30,000              - 
                          -----------  -------------  -----------  ------------- 
 
  Intra-Group transactions 
  Dev Clever Limited 
  - Parent company 
   loan                     1,936,340      2,808,758    1,233,000      1,134,404   Group Company 
  - Accrued interest           81,575         91,575       52,414         52,414   Group Company 
  - Management services       241,708        241,708      165,127        165,127   Group Company 
                          -----------  -------------  -----------  ------------- 
                            2,259,623      3,142,041    1,450,541      1,351,945 
                          -----------  -------------  -----------  ------------- 
 
   Phenix Digital 
    Limited 
  - Parent company 
   loan                        80,111         80,111            -              -   Group Company 
  Impairment of 
   loan                      (80,111)       (80,111)            -              -   Group Company 
                          -----------  -------------  -----------  ------------- 
                                    -              -            -              - 
                          -----------  -------------  -----------  ------------- 
 
 
 
 25   Ultimate controlling party - Group 
       and Company 
 
      There is no ultimate controlling party. 
 
 
 26    Events after the Reporting Period 
        - Group and Company 
 
       On 25 January 2021 the Group raised gross proceeds of GBP2.0 
        million, net 1.9 million, through the issuance of 20 million 
        new ordinary shares of 1p to Intrinsic Capital (Jersey) Limited 
        at a subscription price of 10p per share. The subscription 
        forms the second tranche of the subscription agreement entered 
        into by the Company with Intrinsic on 13 May 2020. 
 
        On 2 February 2021 the Group announced an equity subscription 
        agreement with One Nine Two Pte Limited. The agreement provided 
        for an initial subscription of 20 million new ordinary shares 
        in Dev Clever at a subscription price of 20p per share to 
        raise gross proceeds of GBP4.0 million, net GBP3.8 million, 
        conditional upon approval at a general meeting of the Company 
        to an increase in the authority granted to the Directors 
        to allot shares and disapply pre-emption rights. The agreement 
        provided for a further subscription of 20 million ordinary 
        shares at an exercise price of 30 pence per share to raise 
        gross proceeds of GBP6.0 million to be completed automatically 
        once the share price of the Group closed at or above 34p 
        per share for a period of 5 consecutive days. The further 
        subscription is valid for a period of nine months from the 
        date of completion of the first subscription. The Company 
        also granted One Nine Two Pte Limited a warrant over 40 million 
        new ordinary shares at an exercise price of 50p per share, 
        subject to completion of the further subscription. The warrant 
        is exercisable in whole or in part at any time until the 
        second anniversary of the completion of the first subscription. 
 
        Following the passing of the relevant resolution at the general 
        meeting, the Group received the proceeds of the initial subscription 
        on 22 February. 
 
        On 25 February, the Company announced the novation of the 
        subscription agreement with One Nine Two Pte Limited in favour 
        of Sitius Limited, an investment vehicle wholly owned by 
        Dr David vonRosen. On the same date, Intrinsic Capital (Jersey) 
        Limited entered into an agreement with Sitius to assign 30 
        million of its remaining subscription rights to 60 million 
        new ordinary shares in the Company at an exercise price of 
        10p per share. 
 
        ICJL and Sitius Limited completed their subscriptions to 
        these shares, following the publication of the Company's 
        Prospectus on 17 March, raising gross proceeds of GBP6.0 
        million, net GBP5.6 million. 
 
 27     Adoption of IFRS 16 
        The Group has adopted IFRS 16 using the modified retrospective 
         approach with the effect of applying the standard opening 
         balance sheet has been restated to reflect the impact of 
         the adoption of IFRS 16 - leases. The lease for the Group's 
         only premises at Unit 1, Ninian Way, Wilnecote, Tamworth 
         has been restated as finance lease showing both the property 
         asset and associated lease liability in the Statement of 
         Financial Position. 
 
         Future rental obligations are now disclosed as their net 
         present cost within loans and borrowings and operating lease 
         commitments and are no longer reported. The key impacts 
         on the statement of Comprehensive Income and Statement of 
         Financial Position are as follows: 
                                                   Lease liability     Right of   Income statement 
                                                                      use asset                GBP 
                                                               GBP          GBP 
        Balance on transition 
 
        Recognised on adoption 
         of IFRS 16 on 1 November 
         2019                                             (87,847)       84,249 
        Depreciation                                             -     (26,605)           (26,605) 
        Interest                                           (6,788)            -            (6,788) 
        Lease payments                                      33,500            -                  - 
                                                  ----------------  -----------  ----------------- 
        Carrying value at 
         31 October 2020                                  (61,135)       57,644           (33,393) 
                                                  ----------------  -----------  ----------------- 
 
        An implied interest rate of 9.33% has been applied by the 
         Company to reflect the Company's cost of finance and used 
         determine the net present value of the lease liability. 
 
 
 
 28    Business combination 
       On 13 March 2020, the Group acquired the entire share capital 
        of Phenix Digital Limited, a multi-service digital agency 
        within the education sector ("Phenix") for a mixture of cash 
        consideration of GBP100,000 and the issue of 3,571,429 new 
        ordinary shares of 1p each in the capital of Dev Clever Holdings. 
        The acquisition is expected to accelerate the launch of the 
        Group's career's education platforms, Launchyourcareer.com 
        and VICTAR VR by securing dedicated sales and marketing resource, 
        with experience within the Education sector. Total acquisition-related 
        costs totalled GBP27,755, of which GBP13,855 was charged 
        to administrative expenses within the Statement of Comprehensive 
        income in the current financial year (2019: GBP13,900). 
 
        Details of the purchase consideration, the net assets acquired, 
         and goodwill are as follows: 
 
                                                        Shares /          Fair value 
                                                   share options    of consideration 
       Total consideration                                   No.                 GBP 
  Cash                                                                       100,000 
  Consideration shares                                 3,571,439              83,928 
                                                                             183,928 
 
       The market value of Dev Clever Holdings shares at the time 
        of acquisition was 2.35p. The fair values of the share options 
        have been calculated using the Black Scholes model as detailed 
        in note 9. 
 
       The assets and liabilities recognised on acquisition are 
        as follows: 
                                                                          Fair value 
                                                                                 GBP 
       Non-current assets 
  Property, plant & equipment                                                  1,750 
  Deferred tax asset                                                             638 
                                                                               2,388 
       Current assets 
  Trade & other receivables                                                   19,838 
                                                                  ------------------ 
                                                                              19,838 
       Current Liabilities 
  Trade & other payables                                                   (110,651) 
  Loans and borrowings: amounts 
   falling due within one year                                              (22,166) 
                                                                  ------------------ 
                                                                           (132,817) 
       Non-current liabilities 
  Loans and borrowings: amounts 
   falling due after more than one 
   year                                                                      (6,100) 
                                                                             (6,100) 
 
  Net identifiable liabilities acquired                                    (116,691) 
  Add: Customer relationship intangible 
   asset                                                                      74,659 
  Less: Deferred tax on customer 
   relationship intangible asset                                            (14,185) 
  Add: Goodwill                                                              240,145 
                                                                  ------------------ 
                                                                             183,928 
                                                                  ------------------ 
 
  The fair value of the acquired customer relationships and 
   associated customer contracts of GBP74,659 represents the 
   discounted value of contractually committed web hosting and 
   customer service agreements at the date of acquisition, applying 
   a discount rate of 9.3%. Deferred tax of GBP14,185 has been 
   provided in relation to these fair value adjustments. 
 

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