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Share Name Share Symbol Market Type Share ISIN Share Description
Octagonal Plc LSE:OCT London Ordinary Share GB00BWWCHQ23 ORD 0.05P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 1.50 1.30 1.70 1.50 1.50 1.50 17,283 08:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Electronic & Electrical Equipment 5.3 0.9 0.2 7.9 9

Octagonal PLC Final Results, Dividend declared and Notice of AGM

25/09/2019 3:25pm

UK Regulatory (RNS & others)


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TIDMOCT

RNS Number : 6763N

Octagonal PLC

25 September 2019

For immediate release

25 September 2019

Octagonal plc

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

ANNUAL REPORT AND ACCOUNTS FOR THE YEARED 31 MARCH 2019

DECLARATION OF DIVID

NOTICE OF ANNNUAL GENERAL MEETING

The Company has today published its audited Report and Accounts for the year ended 31 March 2019, a copy of which is being posted to Shareholders along with a Notice of AGM and is also available on the Company's website, www.octagonalplc.com. The AGM will be held at Broadgate Tower, 20 Primrose Street London EC2A 2EW at 11.00 a.m. on 18 October 2019

Company has also declared and will pay a dividend of 0.1 pence per ordinary share as per the timetable below:

-- Ex-Dividend Date: 3 October 2019

-- Record Date: 4 October 2019

-- Payment Date: 18 October 2019

For further information please visit www.octagonalplc.com or contact:

 
Octagonal Plc                                     +44 (0) 20 7048 9400 
John Gunn, Chairman 
 
Beaumont Cornish (Nominated Adviser and Broker) 
 James Biddle / Roland Cornish                    +44 (0) 20 7628 3396 
 

CHAIRMAN'S STATEMENT

YEAR TO 31 March 2019

I am pleased to present the annual report and accounts for the year ended 31 March 2019.

It has been another challenging year for Octagonal Plc ("Octagonal" or the "Company " or "Group") incorporating its wholly owned subsidiaries Global Investment Strategy UK Ltd ("GIS") and Global Investment Strategy HK Limited ( "GIS HK"). and majority owned subsidiaries Synergis Capital Plc ("Synergis")

Some of the key highlights for the Group during the year:

-- Grant of Securities and Futures Commission (SFC) approval for GIS HK to carry out Type 1 regulated activity in Hong Kong

-- Group revenues down 18.32% to GBP5.3m (2018: GBP6.5m), - Non-core corporate finance income reduced to GBP129,000 (2018: GBP920,000)

-- Group profit before taxation GBP926,000 (2018 GBP1,517,000) -Non-core corporate finance income reduced by GBP800,000 year on year.

   --      Core operating margin increased to 15.67% (2018: 11.97%) 
   --      Core pre-tax profits increased by 33.3% to GBP0.796m (2018: GBP0.597m) 
   --      Cash balance GBP5.5m (2018: GBP5.3m) 

-- Declared and paid a dividend of 0.1pence per share, totalling GBP567,255, on 26 October 2018

-- The Company declares a dividend of 0.1 pence per share payable to Shareholders on 18 October 2019

Business overview

Our business's core focus is on providing global settlement and safe custody services to investors worldwide, priding ourselves on customer satisfaction through personalised service delivered by experienced industry individuals. Additionally, the business looks to leverage off its operational capabilities to increase its product offerings and services to new and existing clients.

Our business model has maintained its focus on driving profitability and longer-term shareholder value through several key areas:

(i) growing revenues organically through seeking new clients and identifying and implementing new services to existing and new clients,

(ii) improving margins through investing in technology, creating efficiencies and a drive to reduce operating costs.

The first half of the year saw sales and earnings come in-line with expectations, as detailed in the interim statement, with the second half of the financial year presenting many challenges.

Political deadlock and shut down in Washington during our 3rd quarter coupled with the domestic concerns over Brexit have undoubtedly had its impact on trading volumes in equity and bond markets both domestically and overseas.

As a highlight, and included within our longer-term business plan, GIS has incurred costs associated with the regulatory governance of the Synergis business brand in key areas of oversight, IT infrastructure, and mandatory control. This increased level of commitment is commensurate with our future growth expectations that are integral in supporting the long-term strategy in all areas of the business.

We were naturally pleased with the outcome of our application to the Securities and Futures Commission in Hong Kong for permission to conduct regulatory activity. We continue to review the potential of this opportunity and we have recently moved to a new office location in the Central District of Hong Kong. The businesses tri-lingual website (www.gishkltd.com) has been launched and operations have commenced with a number of appointments being made in Hong Kong and trade execution being offered in the first instance to existing GIS clients.

Financial review

The 2019 financial results reflect geopolitical uncertainty in the current market that impacted volatility and market volumes. Against this backdrop of challenging externalities, the core business within the group continued to deliver strong results with a 33.3% increase in profit before tax to GBP0.8m from GBP0.6m (2018) This was achieved on the back of reduced core turnover of GBP5.18m (2018: GBP5.5M) but made possible by a significant increase in operating profit margins to 15.67% (2018: 11.97%) which reflects an increase of 31% from 2018. In all cases our core results exclude non- core corporate finance activities which saw a reduction of GBP0.8m of income during the year

The 33.3% increase in core business operating profit include the consolidation of both Synergis and GIS HK administration costs totalling GBP590,000 for the period (Synergis 2018: GBP872,000 and HIS HK 2018: GBP0). Whilst the investments in both are seen as significant, the Board expects positive contributions from both within the next financial year and beyond

Core gross margins showed an increase to 74.8% (2018: 73.74%) with core operating margin increased to 15.67% (2018: 11.97%) and these margins include the additional Synergis and GIS HK consolidated costs mentioned above. Operating costs attributable to just Octagonal PLC amounted to GBP174,000 (2018: GBP437,000). The Octagonal costs included an share-based payment charge of GBP63,000.

Group cash reserves increased by 3.7% to GBP5.5m (2018: GBP5.3m) despite expenditure of the following: payment of a dividend to shareholders totalling GBP567,225, investment of GBP176,277 in Synergis and capitalised start-up costs of GBP190,520 for GIS

HK. The cash resources represent more than adequate cash reserves for our current operations with Net Assets of GBP8.9 million (2018: GBP8.4 million).

The cash balance result has clearly demonstrated the Group's ability to be cash generative and profitable in the current challenging environment and positions the Group to grow and improve margins and profitability as markets return and once the longer term strategy crystallises, we hope, to traditional patterns post recent global political events.

We remain very optimistic that the measures we have put in place will see this business grow further this year and increase profitability.

Future Developments

Global Investment Strategy UK (GIS)

Trading for the first 3 months of the current financial year to 31 March 2020 is above management's expectations, and the Company will update shareholders after the half year period which ends on 30th September 2019.

As per the previous year, management and the team have been working extremely hard on the development of the new enterprises SynerGIS and GIS HK which we believe will add significant value to the group and we have further commented on them below.

With the current core business and diversification into the new enterprises below, this is an exciting growth phase in the business and the board remain very optimistic that the work to date will translate into rewarding value for all shareholders.

Synergis Capital Plc (Synergis)

The Company remains ready and appears to have now completed all material elements for the preparation of the prospectus (for the base programme for debt securities) with the CBI (the Central Bank of Ireland) and Euronext Dublin (Irish Stock Exchange).

Discussions continue with the FCA as regards Synergis' activity and the business is undergoing an evaluation process with our regulator and we believe we've made good progress in demonstrating the businesses' robust processes and controls that are essential for intended specialist lending activity. We are of the opinion that we have satisfied the regulator in respect of their questions and now await the outcome following their panel review.

Since the financial year end in March 2019, Synergis has raised capital again from shareholders, with GIS taking up its full entitlement of shares by investing a further GBP275,000.

Synergis has developed proprietary fintech applications and systems that include bond issuance, asset lending management platforms that directly interface into the internal ledger and produce both real time exposure risk weighting and capital adequacy scenario planning with projected liquidity reporting. Synergis plans to reorganise its capital in the next few months should the company want to acquire back Synergis shares.

On a very positive point and following a long-term consultation open to all regulated financial firms, the FCA and Financial Services Compensation Scheme (FSCS) announced an update to their compensation limits on 1st April 2019. Effective immediately, the compensation limit for eligible claimants has risen from GBP50,000 to GBP85,000. This brings the level of FSCS compensation for investment products in line with that of bank and savings accounts at GBP85,000.

Global Investment Strategy HK Limited (GIS HK)

GIS HK (formally GIS (FS) HK Limited and now rebranded to Global Investment Strategy HK Limited) has gone live after obtaining "approval in principle' to carry on Type 1 regulated activity(ies) for professional clients under the Securities and Futures Ordinance (SFO). Type 1 regulated activity(ies) include the provision of dealing in securities, stock options, and bonds, but also includes the provision of providing other additional GIS core services such as safe custody and trade settlement.

GIS HK is now running with a team of 4 full time employees, supported by an additional responsible officer, with John Gunn, our Chairman, taking an active role in this business development. Revenues have started from inbound business flows that we have been able to generate in the region, but the larger emphasis has been placed on the focusing of the development of local business lines, with an anticipated formal launch in October 2019. The feedback we have received locally for our services has been very encouraging and our expectations are that the timing and thought management have put into the planning will result in a positive return within the current financial year.

Finally, I would like to thank the Board and the entire team in the Group who have worked exceptionally well in delivering these results and strengthening the business to deliver greater returns for shareholders in the year ahead.

We will accompany these results with notice of the Annual General Meeting, where the Board will be seeking shareholders' approval to increase the authorised share capital and a waiver of shareholders pre-emption rights. This plan is part of our contingency funding plan, which will provide the business with access to capital should it be required.

The board are also pleased to announce a maintained dividend of 0.1 pence per share and will consider increasing this once the new business initiatives are implemented and core activities continue to grow in line with expectations.

John Gunn

Chairman

24 September 2019

The Directors present their strategic report for the Group for the year ended 31 March 2019.

PRINCIPAL ACTIVITIES

The principal activity of Octagonal is as a Financial Services group through its subsidiary Global Investment Strategy UK Ltd ("GIS") which provides global settlement and safe custody services to investors, hedge funds, institutions, family offices and high net worth individuals, along with other ancillary services. GIS is the trading entity of the Group, authorised and regulated by the Financial Conduct Authority, and is a member of The London Stock Exchange.

During the year the Group submitted an application for regulatory approval in Hong Kong and proceeded with the development of its majority owned subsidiary company, Synergis Capital plc, which it is intended will provide commercial asset backed lending, financed by an investment bond which will be issued in tranches and distributed by GIS.

RESULTS AND DIVIDS

Group revenue from continuing operations during the year was GBP5.3million (2018: GBP.6.5 million) resulting in a pre-tax profit of GBP926,000 (2018: GBP1,517,000) a 39% decrease pre-tax profit. Attributable profit for the year after tax was GBP927,000 (2018: GBP1,025,000). However, Core group business activities were favourable with an increase of 33.3% in Profit before taxation and a 30.9% increase in the operating profit margin.

The Directors propose a dividend of GBP586,576 (2018: GBP567,225). The dividend will be paid in one amount, representing 0.1 pence per Ordinary Share, to shareholders on the register as at 4 October 2019 ( with an ex-date of 3 October 2019) and will be paid on 18 October 2019.

KEY PERFORMANCE INDICATORS

The Group seeks to grow both the top and bottom lines through organic growth, the development of new business lines, cost controls and financial conservatism. These factors have enabled it to improve margins and seek higher margin revenues, while offering competitive services to its clients.

The key performance indicators are set out below:

 
   GROUP STATISTICS                                  2019           2018    Change 
    (Including non-core Corporate finance                                        % 
    income) 
------------------------------------------  -------------  -------------  -------- 
   Turnover                                  GBP5,311,000   GBP6,502,000   -18.32% 
   Group profit before tax                     GBP926,000   GBP1,517,000   -38.96% 
 
 
   Non-core finance income                     GBP129,000     GBP920,000 
   CORE BUSINESS ACTIVITY ANALYSIS 
   CORE OPERATING                                    2019           2018    Change 
    (Excluding non-core Corporate finance                                        % 
    income) 
------------------------------------------  -------------  -------------  -------- 
   Turnover                                  GBP5,182,000   GBP5,582,000      7.2% 
   Group profit before tax                     GBP796,000     GBP597,000     33.3% 
   Gross Margin                                    74.76%         73.74%      1.4% 
   Group operating profit margin                   15.67%         11.97%    30.94% 
------------------------------------------  -------------  -------------  -------- 
 

KEY RISKS AND UNCERTAINTIES AND RISK MANAGEMENT

The Group is exposed to a number of business risks. The risk appetite of the Group is determined by the Board.

The Group has identified the following as the key risks and their mitigation:

MARKET RISK

The Group has limited market risk in respect of its trading as agent in equities and debt instruments as its services are principally settlement and custody, which do not have market risk. Our execution services are minimal and are only carried out under strict criteria. The Group does have counterparty risk, but we do not see this as significant given the high level of regulation in our industry. Market exposure arising from unsettled trades is closely monitored and managed during each trading day. Market risk also gives rise to variations in asset values and thus management fees, and variations in the value of investments held by GIS.

STOCK MARKET CONDITIONS

The Group's business is highly dependent on stock market conditions, especially volumes of equities and other financial products traded. Adverse market conditions resulting in reducing volumes of trading may have a significant negative effect on revenues and profitability.

CURRENCY RISK

A large proportion of the Group's income and expenses are incurred in foreign currency, particularly US Dollar. As a result, fluctuations in currency exchange rates could have an adverse effect on the financial condition, results of operation or cash flow of the Group.

OPERATIONAL RISK

There is a range of operational risks to which the Group is exposed, including reputational risks and the Group seeks to mitigate operational risk to acceptable residual levels, in accordance with its risk appetite policy, by maintenance of its control environment, which is managed through the Group's operational risk management framework. The Group's controls include appropriate segregation of duties and supervision of employees; ensuring the suitability and capability of the employees; relevant training programmes that enable employees to attain and maintain competence, and identifying risks that arise from inadequacies or failures in processes and systems.

The Group has a business continuity and disaster recovery plan which provides, inter alia, back-up premises and back-office systems, and which is regularly reviewed.

LOSS OF STAFF

Staff are a key asset in the business and retaining the services of key staff is essential to ongoing revenue generation and development of the business.

CHANGES IN REGULATION OR LEGISLATION

The regulatory regime applicable to companies such as Octagonal, and more specifically its trading subsidiary, GIS, is under regular review and future changes made by a regulatory body could impose a greater burden on the Group with consequential additional costs. As GIS is a regulated business, it relies on continuing to be authorised under the Financial Conduct Authority ("FCA") to be able to undertake certain roles and operations.

The Group's business is subject to substantial regulation both in the UK, US and other jurisdictions. Adverse regulatory developments could have a material, adverse effect on the Group's operating results, financial condition and prospects.

The Group conducts its businesses subject to ongoing regulation and associated regulatory risks, including the effects of changes in the laws, regulations, policies, voluntary codes of practice and interpretations in the UK and the other markets where it operates. Future changes in regulation, fiscal or other policies are unpredictable and beyond the control of the Directors and could materially adversely affect the Group's business.

KEY RISKS AND UNCERTAINTIES AND RISK MANAGEMENT (continued)

Areas where changes could have an adverse impact include, but are not limited to:

-- other general changes in regulatory requirements, such as prudential rules relating to the capital adequacy or liquidity frameworks;

-- further developments in the financial reporting, corporate governance, conduct of business and employee compensation; and

-- other unfavourable political, military or diplomatic developments producing social instability or legal uncertainty which, in turn, may affect demand for the Group's products and services.

INFLUENCE OF CONTROLLING SHAREHOLDER

John Gunn has an interest in approximately 52.7 per cent. of the Company's issued share capital. John Gunn consequently is in a position to exert significant influence over the Company, its strategy, directors and operations. In order to partially mitigate this risk the Company and John Gunn have agreed a Relationship Agreement governing his behaviour as the majority shareholder in the Company.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Details of the Group's financial risk management objectives and policies are set out in Note 21 to these financial statements.

GOING CONCERN

The Directors have a reasonable expectation that the Group has adequate resources to continue in operation or existence for the foreseeable future thus we continue to adopt the going concern basis in preparing the financial statements. Further details regarding the adoption of the going concern basis can be found in note 4 of the financial statements.

Samantha Esqulant

Director

24 September 2019

DIRECTORS' REPORT

YEAR TO 31 March 2019

The Directors present their annual report and the audited financial statements of the Group for the year ended 31 March 2019.

PRINCIPAL ACTIVITY AND BUSINESS REVIEW

This information is now included within the Strategic Report above, as part of the 'Review of the Business' under the Amendment to the Companies Act 2006 of s.414c(2a).

DIRECTORS

The Board comprised the following directors who served throughout the year and up to the date of this report save where disclosed otherwise:

 
  Name                Position 
------------------  ------------------------------------- 
 John Gunn            Executive Chairman 
 Samantha Esqulant    Chief Executive Officer 
 Nilesh Jagatia       Chief Financial Officer / Secretary 
 Anthony Binnie       Non-Executive Director 
 

The Group has qualifying third party indemnity provisions for the benefit of its Directors which remain in force at the date of this report.

DIRECTORS' INTERESTS

The Directors' interests in the share capital of the Company at 31 March 2019, held either directly or through related parties, were as follows:

 
  Name of director       Number of ordinary shares     % of ordinary share capital and Voting Rights 
--------------------  ----------------------------  ------------------------------------------------ 
           John Gunn                   299,044,931                                             52.7% 
 On 7 May 2019, John Gunn purchased an additional 1,700,000 ordinary shares and thus increasing 
  his holding to 300,744,931 shares representing 52.89% of the Company's issued share capital. 
 

Details of the Directors' share options are shown below:

 
                   Number outstanding 
                                   at  Exercise  Vesting     Expiry 
Name of Director        31 March 2019     price     date       Date 
-----------------  ------------------  --------  -------  --------- 
OPTIONS: 
J Gunn                      5,250,000        3p  Various  6.09.2021 
S Esqulant                  3,750,000        3p  Various  6.09.2021 
N Jagatia                   3,000,000        3p  Various  6.09.2021 
                           12,000,000 
-----------------  ------------------  --------  -------  --------- 
 

DONATIONS

The Group made charitable donations during the year of GBP9,475 (2018: GBP9,000).

EMPLOYEE CONSULTATION

The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on various factors affecting the performance of the Group. This is achieved through formal and informal meetings. Equal opportunity is given to all employees regardless of their sex, age, colour, race, religion or ethnic origin.

SIGNIFICANT SHAREHOLDINGS

On 19 September 2019 the following were interested in 3 per cent. or more of the Company's share capital (including Directors, whose interests are also shown above):

 
                                                                   % of ordinary 
   Name of shareholder                                Number of    share capital 
                                                       ordinary       and voting 
                                                         shares           rights 
-------------------------------------------------  ------------  --------------- 
 John Gunn                                          300,744,931           52.89% 
 Roger Barby                                         52,500,436            9.23% 
 Interactive Investors Services Nominees Limited     28,897,411            5.08% 
 Jim Nominees                                        25,713,396            4.52% 
 Vidacos Nominees Limited                            18,770,853            3.30% 
 

POST YEAR EVENTS

Global Investment Strategy UK Ltd, paid a dividend of GBP600,000 to the Company after the reporting period.

DISCLOSURE OF INFORMATION TO THE AUDITORS

In the case of each of the persons who are directors of the Company at the date when this report is approved:

-- So far as each director is aware, there is no relevant audit information of which the Company's auditors are unaware; and

-- Each of the directors has taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the auditors are aware of the information.

This information is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006.

AUDITOR

PKF Littlejohn LLP have expressed their willingness to continue in office as auditor and it is expected that a resolution to reappoint them will be proposed at the next annual general meeting.

CORPORATE GOVERNANCE

The Directors recognise the importance of sound corporate governance while taking into account the Group's size and stage of development. As a Group listed on AIM, the Group was not required to comply with any corporate governance code and the Group did not choose to voluntarily comply. However, in the interests of observing best practice on corporate governance, the Group previously had regard to the provisions of the Corporate Governance Code insofar as is appropriate.

With effect from 28 September 2018 new corporate governance regulations apply to all AIM quoted companies and require the Company to:

-- provide details of a recognised corporate governance code that the board of directors has decided to apply

-- explain how the Company complies with that code, and where it departs from its chosen corporate governance code provide an explanation of the reasons for doing so.

The corporate governance disclosures need to be reviewed annually, and the company will also need to state the date on which these disclosures were last reviewed. The QCA code adopted by the Company is disclosed after the Statement of Director's Responsibilities.

The Board meets regularly and is responsible for formulating, reviewing and approving the Group's strategy, budgets, performance, major capital expenditure and corporate actions.

BOARD OF DIRECTORS

The Company supports the concept of an effective Board leading and controlling the Company. The Board of Directors is responsible for approving Company policy and strategy. It meets regularly and has a schedule of matters specifically reserved to it for decision. All Directors have access to advice from independent professionals at the Company's expense. Training is available for new and existing Directors as necessary.

Matters which would normally be referred to other than the appointed committees are dealt with by the Board as a whole.

AUDIT COMMITTEE

The Audit Committee is chaired by Anthony Binnie and its other member is Samantha Esqulant the Chief Executive Director. It is expected that they will be joined by the second independent Non-Executive Director following their appointment. The Audit Committee acts independently to ensure that the interests of the Company and its Group are properly protected in relation to financial reporting and internal controls.

The directors have established the Audit Committee to ensure that appropriate financial reporting procedures are properly monitored, controlled and reported on at a minimum by IFRS approved foreign exchange accounting policies, and rules governed by the FCA and AIM employing general accepted account practices.

The Audit Committee provides a forum for reporting by the Group's external auditors. The Committee is also responsible for reviewing a wide range of matters, including half-year and annual results before their submission to the Board, and for monitoring the controls that are in force to ensure the integrity of information reported to shareholders. The Audit Committee will advise the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and will discuss the nature, scope and results of the audit with the external auditors. The Committee will keep under review the cost effectiveness and the independence and objectivity of the external auditors.

The Audit Committee meets not less than twice in each financial year.

REMUNERATION COMMITTEE

The Remuneration Committee is responsible for making recommendations to the Board, within agreed terms of reference, on the Company's framework of executive remuneration and its cost. The Remuneration Committee also determines and reviews the performance and the terms of service of the directors, including salary, incentives and benefits, and makes recommendations to the Board. The Board itself determines the remuneration of the Executive Directors.

The Remuneration Committee comprises of the Chief Executive Director Samantha Esqulant and is chaired by the Independent Non-Executive Director Anthony Binnie. It is expected that they will be joined by the second independent Non-Executive Director following their appointment. The Committee meets as often as it deems necessary and at least annually to discharge its responsibilities and to support good decision making by the Board.

COMMUNICATIONS WITH SHAREHOLDERS

Communications with shareholders are given a high priority by the management. In addition to the publication of an annual report and an interim report, there is regular dialogue with shareholders and analysts. The Annual General Meeting is viewed as a forum for communicating with shareholders, particularly private investors. Shareholders may question the Managing Director and other members of the Board at the Annual General Meeting.

INTERNAL CONTROL

The Directors acknowledge they are responsible for the Group's system of internal control and for reviewing the effectiveness of these systems. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of the Group failing to achieve its strategic objectives. It should be recognised that such systems can only provide reasonable and not absolute assurance against material misstatement or loss. The Group has well established procedures which are considered adequate given the size of the business.

REMUNERATION

The remuneration of the directors has been fixed by the Board as a whole. The Board seeks to provide appropriate reward for the skill and time commitment required so as to retain the right calibre of director at a cost to the Company which reflects current market rates.

Details of directors' fees and of payments made for professional services rendered are set out in Note 9 to the financial statements and details of the directors' share options are set out in the Directors' Report.

By order of the Board on 24 September 2019

Samantha Esqulant

Director

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the report of the directors and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare Group and Company financial statements for each financial year. The Directors are required by the AIM Rules of the London Stock Exchange to prepare group financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU") and have also elected to prepare the Company financial statements in accordance with IFRS as adopted by the EU. 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 and profit or loss of the Company and Group for that period. In preparing these financial statements, the Directors are required to:

   --           select suitable accounting policies and then apply them consistently 
   --           make judgments and accounting estimates that are reasonable and prudent 

-- state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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.

The Directors are also responsible for the maintenance and integrity of the corporate, financial and investor information contained on the Company's website. Legislation in the UK concerning the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Company is compliant with AIM Rule 26 regarding the Company's website.

John Gunn

Executive Chairman

24 September 2019

 
 GROUP INCOME STATEMENT 
  YEAR TO 31 MARCH 2019 
----------------------------------   ------ 
                                      Notes               2019      2018 
----------------------------------   ------ 
                                                       GBP'000   GBP'000 
----------------------------------   ------  -----------------  -------- 
 
 Revenue                                6                5,311     6,502 
 Cost of sales                                         (1,308)   (1,466) 
 Gross profit                                            4,003     5,036 
 
   Administrative expenses                             (2,998)   (3,220) 
   Share based payment expense                            (63)     (228) 
 
   Operating profit                     7                  942     1,588 
 
   Other gains and losses              10                 (16)      (71) 
 
   Profit before tax                                       926     1,517 
 
   Tax                                 11                    1     (492) 
 
 
   Profit for the year                                     927     1,025 
 
   Attributable to: 
   Shareholders in the parent 
    company                                               1061     1,276 
   Non-controlling interests                             (134)     (251) 
-----------------------------------  ------  -----------------  -------- 
                                                           927     1,025 
 ----------------------------------  ------  -----------------  -------- 
 Earnings per share attributable 
  to owners of the parent company 
  from continuing operations 
   Basic and diluted (pence per 
    share)                             12 
   Basic                                                 0.187     0.226 
   Fully diluted                                       0.182       0.221 
-----------------------------------  ------  -----------------  -------- 
 

There are no recognised gains or losses in either period other than the profit for the year and therefore no statement of comprehensive income is presented.

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent company pro t and loss account. The total comprehensive loss for the parent company for the year was GBP174,000 (2018: GBP373,000).

The accounting policies and notes are an integral part of these financial statements.

 
 GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION 
  AS AT 31 MARCH 2019 
                                                     GROUP              COMPANY 
                                              ------------------  ------------------ 
                                       Notes      2019      2018      2019      2018 
------------------------------------  ------ 
                                               GBP'000   GBP'000   GBP'000   GBP'000 
------------------------------------  ------  --------  --------  --------  -------- 
   Non-Current assets 
 Goodwill                               13       2,869     2,869         -         - 
   Other intangible assets              14         657       409         -         - 
   Property, plant and equipment        15          40        60         -         - 
   Investment in subsidiaries           16           -         -     9,137     9,137 
   Deferred tax asset                                -        66         -         - 
                                                 3,566     3,404     9,137     9,137 
------------------------------------  ------  --------  --------  --------  -------- 
   Current assets 
 Investments held at fair value 
  through profit and loss               17         266        31         -         - 
   Trade and other receivables          18         708       521       173       152 
   Cash and cash equivalents            19       5,466     5,324         3         - 
                                                 6,440     5,876       175       152 
                                                                  -------- 
 
   Current liabilities 
   Trade and other payables             20         532       285     1,921     1,220 
   Current tax liabilities                         561       582         -         - 
                                                 1,093       867     1,921     1,220 
------------------------------------  ------  --------  --------  --------  -------- 
   Net assets                                    8,913     8,413     7,392     8,069 
------------------------------------  ------  --------  --------  --------  -------- 
 
   Equity 
   Share capital                        22         285       284       285       284 
   Share premium account                22         171       171       171       171 
   Reverse acquisition reserve                     679       679         -         - 
   Merger reserve                                    -         -     6,555     6,555 
   Investment reserve                                -         -       110       110 
   Share option and warrant reserve                162        99       162        99 
   Retained earnings                             7,558     6,972       109       850 
------------------------------------  ------  --------  --------  --------  -------- 
   Equity attributable to owners 
    of the Company                               8,855     8,205     7,261     8,069 
   Non-controlling interests                        58       208         -         - 
------------------------------------  ------  --------  --------  --------  -------- 
   Total equity                                  8,913     8,413     7,392     8,069 
------------------------------------  ------  --------  --------  --------  -------- 
 

These financial statements were approved by the Board of Directors on 24 September 2019

Signed on behalf of the Board by:

Samantha Esqulant

Director Company number: 06214926

The accounting policies and notes are an integral part of these financial statements

 
 GROUP STATEMENT OF CHANGES IN EQUITY 
 
                     Share      Share       Reverse       Share   Retained      Equity      Non-controlling    Total 
                    capital   Premium   acquisition      option   earnings   attributable         interests    equity 
                                            reserve     reserve               to owners 
                                                                                of the 
                                                                               Company 
                    GBP'000   GBP'000       GBP'000     GBP'000    GBP'000        GBP'000                     GBP'000 
-----------------  --------  --------  ------------  ----------  ---------  -------------  ----------------  -------- 
   Balance at 31 
    March 2017        1,104     3,669           679           -      1,148          6,600                37     6,637 
 Total 
  comprehensive 
  income for the 
  year                    -         -             -           -      1,276          1,276             (251)     1,025 
 Capital 
  reduction           (824)   (3,669)             -           -      4,493              -                 -         - 
 Dividend paid            -         -             -           -      (568)          (568)                 -     (568) 
 Share issues             4       171             -           -          -            175                 -       175 
 Share based 
  payment expense         -         -             -          99          -             99                 -        99 
 Adjustment 
  arising from 
  change in 
  non-controlling 
  interest                -         -             -           -        623            623               422     1,045 
 
 
   Balance at 31 
    March 2018          284       171           679          99      6,972          8,205               208     8,413 
 
 Total 
  comprehensive 
  income for the 
  year                    -         -             -           -      1,060          1,060             (134)       926 
 Dividend paid            -         -             -           -      (568)          (568)                 -     (568) 
 Share issues             1                       -           -          -              1                 -         1 
 Share based 
  payment expense         -         -             -          63          -             63                 -        63 
 Adjustment 
  arising from 
  change in 
  non-controlling 
  interest                -         -             -           -         94             94              (16)        78 
 
 
   Balance at 31 
    March 2019          285       171           679         162      7,558          8,855                58     8,913 
 
 

The accounting policies and notes are an integral part of these financial statements.

 
 
   COMPANY STATEMENT OF CHANGES IN EQUITY 
                             Share   Share Premium     Merger   Investment   Share option   Retained     Total 
                                                      Reserve      reserve    and warrant 
                                                                                  reserve 
                           capital                                                          earnings 
                           GBP'000         GBP'000    GBP'000      GBP'000        GBP'000    GBP'000   GBP'000 
-----------------------  ---------  --------------  ---------  -----------  -------------  ---------  -------- 
 Balance at 31 March 
  2017                       1,104           3,669      6,555          110              -    (2,702)     8,736 
 Total comprehensive 
  expense for the year           -               -          -            -              -      (373)     (373) 
 Capital reduction           (824)         (3,669)          -            -              -      4,493         - 
 Dividend paid                   -               -          -            -              -      (568)     (568) 
 Share issues                    4             171          -            -              -          -       175 
 Share based payment 
  expense                        -               -          -            -             99          -        99 
 
 
   Balance at 31 March 
    2018                       284             171      6,555          110             99        850     8,069 
 
 Total comprehensive 
  expense for the year           -               -          -            -              -      (174)     (174) 
 Dividend paid                   -               -          -            -              -      (567)     (567) 
 Share issues                    1                          -            -              -                    1 
 Share based payment 
  expense                        -               -          -            -             63          -        63 
 
 
 Balance at 31 March 
  2019                         285             171      6,555          110            162        109     7,392 
 
 

The accounting policies and notes are an integral part of these financial statements.

 
 GROUP AND COMPANY STATEMENTS OF CASH FLOWS 
  YEAR TO 31 MARCH 2019 
                                                   GROUP              COMPANY 
                                               2019      2018      2019      2018 
                                            GBP'000   GBP'000   GBP'000   GBP'000 
-----------------------------------------  --------  --------  --------  -------- 
 OPERATING ACTIVITIES 
 Profit/(loss) for the year before 
  taxation                                      925     1,517     (174)     (437) 
 Adjusted for: 
 Depreciation                                    31        21         -         - 
 Share based payment expense                     63       228        63       228 
 Shares issued in settlement of 
  termination payment                             -        46         -        46 
 Investment impairment                           15        75         -         - 
 Gain on disposal of investments                  -       (4)         -         - 
 
 Operating cash flows before movements 
  in working capital                          1,034     1,883     (111)     (163) 
 (Increase)/Decrease in trade and 
  other receivables                           (209)     (183)      (20)      (15) 
 (Decrease)/increase in trade and 
  other payables                                246       (1)         -      (29) 
 
 Net cash from / (used in) operations         1,071     1,699     (131)     (207) 
 Tax paid                                         -     (300)         -         - 
 Net cash from / (used in) operating 
  activities                                  1,071     1,399     (131)     (207) 
-----------------------------------------  --------  --------  --------  -------- 
 INVESTING ACTIVITIES 
 Purchase of property, plant and 
  equipment                                       -      (19)         -         - 
 Development costs                            (248)     (359)         -         - 
 Purchase of investments                      (250)         -         -         - 
 Disposal of investments                          -        24         -         - 
 Loan to a related party                       (14)      (11)         -         - 
 Related party repayment of loan                            -         -         - 
 Net cash used in investing activities        (512)     (365)         -         - 
-----------------------------------------  --------  --------  --------  -------- 
 FINANCING ACTIVITIES 
 Non-controlling interest investment            150     1,045         -         - 
 Increase in inter-company loan                   -         -       702       775 
 Dividend paid to Company's shareholders      (568)     (568)     (568)     (568) 
 Net cash from financing activities           (418)       477       134       207 
-----------------------------------------  --------  --------  --------  -------- 
 Net increase/(decrease) in cash 
  and cash equivalents                          142     1,511         3         - 
 Cash and cash equivalents at beginning 
  of year                                     5,324     3,813         -         - 
 Cash and cash equivalents at end 
  of year                                     5,466     5,324         3         - 
-----------------------------------------  --------  --------  --------  -------- 
 

The accounting policies and notes are an integral part of these financial statements.

 
                NOTES TO THE GROUP FINANCIAL STATEMENTS 
                 YEAR TO 31 MARCH 2019 
                1                  GENERAL INFORMATION 
                    The Company is incorporated and domiciled in England and Wales 
                     as a public limited company and operates from its registered 
                     office 2nd Floor 2 London Wall Buildings, London, England, EC2M 
                     5PP. Octagonal plc's shares are listed on the AIM of the London 
                     Stock Exchange. The Group's main activity is that of a financial 
                     services business offering a wide range of services to institutional, 
                     family office and high net worth clients. 
                2                  STATEMENT OF COMPLIANCE 
 

The following new standards and amendments to standards and interpretations have been issued but are not yet effective and not early adopted. None of these are expected to have a significant effect on the financial statements of the Company:

 
                                                                Effective for 
                                                                 periods beginning 
                                                                 on or after 
 Amendments to IAS 19       Employee Benefits Plan Amendment,   1 January 2019 
                             Curtailment or Settlement 
 IFRS 10 Consolidated       Sale or Contribution of             1 January 2019 
  Financial Statements       Assets between an Investor 
  and IAS 28 (amendments)    and its Associate or Joint 
                             Venture 
 IFRS 16 Leases             Leases                              1 January 2019 
 
 
                3   Accounting Policies 
                    The principal accounting policies adopted and applied in the 
                     preparation of the Group and Company Financial statements are 
                     set out below. 
                     These have been consistently applied to all the years presented 
                     unless otherwise stated: 
                     BASIS OF ACCOUNTING 
                      The financial statements of Octagonal plc (the "Company") and 
                      its subsidiaries (the "Group") have been prepared in accordance 
                      with International Financial Reporting Standards (IFRS) as adopted 
                      for use in the European Union ("EU") applied in accordance with 
                      the provisions of the Companies Act 2006. 
                      IFRS is subject to amendment and interpretation by the International 
                      Accounting Standards Board ("IASB") and the International Financial 
                      Standards Interpretations Committee ("IFRS IC") and there is 
                      an ongoing process of review and endorsement by the European 
                      Commission. The consolidated financial statements have been 
                      prepared on the historical cost basis except for certain financial 
                      instruments that are measured at fair value at the end of each 
                      reporting period, as explained in the accounting policies below. 
                      In accordance with reverse acquisition accounting convention 
                      the comparative information for the group for 2015 relates to 
                      the business of GIS. 
 
 
                3   Accounting Policies (continued) 
                     GOING CONCERN 
                      Any consideration of the foreseeable future involves making 
                      a judgement, at a particular point in time, about future events 
                      which are inherently uncertain. The ability of the Group to 
                      carry out its planned business objectives is dependent on its 
                      continuing ability to raise adequate financing from equity investors 
                      and/or the achievement of profitable operations. 
                      Nevertheless, at the time of approving these Financial Statements 
                      and after making due enquiries, the Directors have a reasonable 
                      expectation that the Group has adequate resources to continue 
                      operating for the foreseeable future. For this reason, they 
                      continue to adopt the going concern basis in preparing the Financial 
                      Statements. 
                     BASIS OF CONSOLIDATION 
                      The Group's consolidated financial statements incorporate the 
                      financial statements of Octagonal Plc (the "Company") and entities 
                      controlled by the Company (its subsidiaries). Subsidiaries are 
                      entities over which the Group has the power to govern the financial 
                      and operating policies generally accompanying a shareholding 
                      of more than one half of the 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 de-consolidated from the 
                      date that control ceases. 
                      The Company acquired Global Investment Strategy UK Limited on 
                      30 June 2015 through both cash consideration and a share-for-share 
                      exchange. As the shareholders of GIS have control of the legal 
                      parent, Octagonal plc, the transaction has been accounted for 
                      as a reverse acquisition in accordance with IFRS 3 "Business 
                      Combinations". 
                      Inter-company transactions, balances and unrealised gains on 
                      transactions between Group companies are eliminated. Profits 
                      and losses resulting from inter-company transactions that are 
                      recognised in assets are also eliminated. Accounting policies 
                      of subsidiaries have been changed where necessary to ensure 
                      consistency with the policies adopted by the Group. 
                      Where necessary, adjustments are made to the financial statements 
                      of subsidiaries to bring the accounting policies used into line 
                      with those used by the Group. 
                      All intra-group transactions, balances, income and expenses 
                      are eliminated on consolidation. 
                     Business Combinations 
                      The acquisition of subsidiaries is accounted for using the acquisition 
                      method under IFRS 3. The cost of the acquisition is measured 
                      at the aggregate of the fair values, at the date of exchange, 
                      of assets given, liabilities incurred or assumed, and equity 
                      instruments issued by the Group in exchange for control of the 
                      acquiree, plus any costs directly attributable to the business 
                      combination. The acquiree's identifiable assets, liabilities 
                      and contingent liabilities that meet the conditions for recognition 
                      under IFRS 3 are recognised at their fair value at the acquisition 
                      date, except for non-current assets (or disposal groups) that 
                      are classified as held for resale in accordance with IFRS 5 
                      Non-current Assets Held for Sale and Discontinued Operations, 
                      which are recognised and measured at fair value less costs to 
                      sell. 
                     Goodwill arising on acquisition is recognised as an asset and 
                      initially measured at cost, being the excess of the cost of 
                      the business combination over the Group's interest in the net 
                      fair value of the identifiable assets, liabilities and contingent 
                      liabilities recognised. If, after reassessment, the Group's 
                      interest in the net fair value of the acquirer's identifiable 
                      assets, liabilities and contingent liabilities exceed the cost 
                      of the business combination, the excess is recognised immediately 
                      in the income statement. 
 
 
                3   Accounting Policies (continued) 
                     revenue recognition 
                      The Group's Revenue includes commission income, corporate advisory 
                      fees and other ancillary fees. 
                      Revenue is measured at the fair value of the consideration received 
                      or receivable. 
                      Fees for advisory engagements for which the work is substantially 
                      complete or which are at a stage where work for which separate 
                      payment is due is substantially complete, and which will become 
                      due but are not yet invoiced are recorded on a right to consideration 
                      basis. Where such fees are contingent on the outcome of a transaction 
                      they are only accounted for after the transaction has completed. 
                      Management fees and interest are credited to income in the period 
                      in which they relate. 
                         foreign currencies 
                          At each year end date, monetary assets and liabilities that 
                          are denominated in foreign currencies are retranslated at the 
                          rates prevailing on the year end date. Non-monetary items carried 
                          at fair value that are denominated in foreign currencies are 
                          translated at the rates prevailing at the date when the fair 
                          value was determined. Non-monetary items that are measured in 
                          terms of historical cost in a foreign currency are not retranslated. 
                          Exchange differences arising on the settlement of monetary items, 
                          and on the retranslation of monetary items, are included in 
                          the income statement. Exchange differences arising on the retranslation 
                          of non-monetary items carried at fair value are included in 
                          profit or loss for the period, except for differences arising 
                          on the retranslation of non-monetary items in respect of which 
                          gains and losses are recognised directly in equity. For such 
                          non-monetary items, any exchange component of that gain or loss 
                          is also recognised directly in equity. 
                          CHANGES IN ACCOUNTING POLICIES AND DICLOSURES 
                          New standards, amendments and interpretations adopted by the 
                          Company 
                          The company has applied the following standards and amendments 
                          for the first time for its annual reporting period commencing 
                          1 April 2018: 
                           *    IFRS 9 Financial Instruments; 
 
 
                           *    IFRS 15 Revenue from Contracts with Customers 
 
 
                           *    Annual improvements 2014-2016 cycle; 
 
 
 
                          Impact of adoption of IFRS 9 
                          The classification and measurement requirements of IFRS 9 have 
                          been adopted with effect from the date of initial application 
                          on 1 April 2018. However, the Company has chosen to take advantage 
                          of the option not to restate comparatives. Therefore, the 2018 
                          figures are presented and measured under IAS 39. The following 
                          table shows the original measurement categories in accordance 
                          with IAS 39 and the new measurement categories under IFRS 9 
                          for the Company's financial assets and financial liabilities 
                          as at 1 April 2018: 1 February 2018            IAS 39            IAS 39            IFRS 9            IFRS 9 
                                              classification       measurement    classification       measurement 
                                                                           GBP                                 GBP 
                           Financial 
                           assets 
                           Cash and cash           Loans and                           Amortised 
                            equivalents          receivables         5,324,000              cost         5,324,000 
                           Financial                Held for 
                            assets                   trading 
                            at fair value      at fair value                          Fair value 
                            through           through profit                      through profit 
                            profit or loss           or loss            31,000           or loss            31,000 
 
                           Financial 
                           liabilities 
                                             Other financial                           Amortised 
                           Payables              liabilities           285,000              cost           285,000 
 
 
 
                                          3   Accounting Policies (continued) 
 
 
                          Impact of adoption of IFRS 15 
                          IFRS 15 is effective for accounting periods beginning on or 
                          after 1 January 2018 and was adopted by the Company or the accounting 
                          period beginning 1 April 2018. The standard requires entities 
                          to apportion revenue earned from 
                          contracts to individual performance obligations based on a five-step 
                          model. The adoption of this standard has not resulted in any 
                          material impact on reported profits. 
 

FINANCIAL ASSETS

The Company's financial assets comprise investments, cash and cash equivalents and loans and receivables, and are recognised in the Company's statement of financial position when the Company becomes a party to the contractual provisions of the instrument.

Changes in the fair value of investments held at fair value through profit or loss and gains and losses on disposal are recognised in the Statement of Comprehensive Income as "Net change in fair value of investments".

Financial asset investments

Classification of financial assets

The Company holds financial assets including equities and debt securities. On 1 April 2018, the Company adopted IFRS 9 Financial Instruments (IFRS 9). IFRS 9 replaces the classification and measurement models previously contained in IAS 39 Financial Instruments: Recognition and Measurement. The classification and measurement of financial assets at 31 March 2019 is in accordance with IFRS 9 and the classification and measurement of financial assets at 31 March 2018 is in accordance with IAS 39 as the Group has not restated comparative information.

On the initial recognition, the Company classifies financial assets as measured at amortised cost or fair value through profit or loss("FVTPL"). A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

-- It is held within a business model whose objective is to hold assets to collect contractual cash flows; and

-- its contractual terms give rise on specific dates to cash flows that are Solely Payments of Principal and Interest (SPPI).

All other financial assets of the Company are measured at FVTPL.

Business model assessment

In making an assessment of the objective of the business model in which a financial asset is held, the Company considers all of the relevant information on how the business is managed, including:

-- the documented investment strategy and the execution of this strategy in practice. This includes whether the investment strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realised cash flows through the sale of the assets;

-- how the performance of the portfolio is evaluated and reported to the Company's management;

-- the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

-- how the investment advisor is compensated e.g. whether compensation is based on the fair value of the assets managed or the contractual cashflows collected.

IFRS 9 subsection B4.1.1-B4.1.2 stipulates that the objective of the entity's business model is not based on management's intentions with respect to an individual instrument, but rather determined at a higher level of aggregation. The assessment needs to reflect the way that an entity manages its business.

The company has determined that it has two business models.

-- Held-to-collect business model: this includes cash and cash equivalents, balances due from brokers and other receivables. These financial assets are held to collect contractual cash flows.

-- Other Business model: this includes structured finance products, equity investments, investments in unlisted private equities and derivatives. These financial assets are managed and their performance is evaluated, on a fair value basis with frequent sales taking place in respect to equity holdings.

Valuation of financial asset investments

Investment transactions are accounted for on a trade date basis. Assets are de-recognised at the trade date of the disposal. Assets are sold at their fair value, which comprises the proceeds of sale less any transaction cost. The valuations in respect of unquoted investments (Level 3 financial assets) are explained in note 17. Changes in the fair value of investments held at fair value through profit or loss and gains and losses on disposal are recognised in the consolidated statement of comprehensive income as "Net gains/(losses) on investments". Investments are

 
                3   Accounting Policies (continued) 
 

initially measured at fair value plus incidental acquisition costs. Subsequently, they are measured at fair value. This is either the bid price or the last traded price, depending on the convention of the exchange on which the investment is quoted.

GOODWILL

Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition and is included as a non-current asset.

Goodwill is tested annually, or more regularly should the need arise, for impairment and is carried at cost less accumulated impairment losses. Any impairment is recognised immediately in the income statement and is not subsequently reversed.

Goodwill is allocated to cash generating units for the purpose of impairment testing.

On disposal of a subsidiary the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

In accordance with IAS 36 the Group values Goodwill at the lower of its carrying value or its recoverable amount, where the recoverable amount is the higher of the value if sold and its value in use. In addition IAS 38 requires intangible assets with finite useful lives to follow the same impairment testing as Goodwill including the use of value in use calculations.

 
 
    taxation 
     The tax expense represents the sum of the tax currently payable 
     and deferred tax. 
     The tax currently payable is based on taxable profit for the 
     year. Taxable profit differs from net profit as reported in 
     the income statement 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 Group's liability for current tax is calculated using tax 
     rates that have been enacted or substantively enacted by the 
     year end date. 
     Deferred tax is the tax expected to be payable or recoverable 
     on temporary 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, and is 
     accounted for using the balance sheet liability method. 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 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 goodwill or from the 
     initial recognition (other than in a business combination) of 
     other assets and liabilities in a transaction that affects neither 
     the tax profit nor the accounting profit. 
     Deferred tax liabilities are recognised for taxable temporary 
     differences arising on investments in subsidiaries and associates, 
     and interests in joint ventures, except where the Group is able 
     to control the reversal of the temporary difference and it is 
     probable that the temporary difference will not reverse in the 
     foreseeable future. 
     The carrying amount of deferred tax assets is reviewed at each 
     year end date and reduced to the extent that it is no longer 
     probable that sufficient taxable profits will be available to 
     allow all or part of the asset to be recovered. 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. 
     Deferred tax is charged or credited in the income statement, 
     except when it relates to items charged or credited directly 
     to equity, in which case the deferred tax is also dealt with 
     in equity. 
     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 where they relate to income taxes 
     levied by the same taxation authority and the Group intends 
     to settle its current tax assets and liabilities on a net basis. 
    IMPAIRMENT OF PROPERTY, PLANT & EQUIPMENT AND 
    INTANGIBLE ASSETS EXCLUDING GOODWILL 
    At each financial year end date, the Group reviews the carrying 
    amounts of its tangible and intangible 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 Group 
    estimates the recoverable amount of the cash-generating unit 
    to which the asset belongs. An intangible asset with an 3    Accounting Policies (continued) 
 
    indefinite useful life is tested for impairment annually and 
    whenever there is an indication that the asset may be impaired. 
    If the recoverable amount of an asset or cash-generating unit 
    is estimated to be less than its carrying amount, the carrying 
    amount of the asset or cash-generating unit is reduced to its 
    recoverable amount and the impairment loss is recognised as 
    an expense immediately. 
    When an impairment loss subsequently reverses, the carrying 
    amount of the asset or cash-generating unit is increased to 
    the revised estimate of its recoverable amount, but so that 
    the increased carrying amount does not exceed the carrying amount 
    that would have been determined had no impairment loss been 
    recognised for the asset or cash-generating unit in prior years. 
    A reversal of an impairment loss is recognised as income immediately, 
    unless the relevant asset is carried at a revalued amount, in 
    which case the reversal of the impairment loss is treated as 
    a revaluation increase. 
 
 
 
                3    Accounting Policies (continued) 
                     PROPERTY, PLANT AND EQUIPMENT 
                      Property, plant and equipment are recorded at cost, less depreciation, 
                      less adjustments for impairment, if any. 
                      Significant improvements are capitalised, provided they qualify 
                      for recognition as assets. The costs of maintenance, repairs 
                      and minor improvements are expensed when incurred. 
                      Tangible assets retired or withdrawn from service are removed 
                      from the balance sheet together with the related accumulated 
                      depreciation. Any profit or loss resulting from such an operation 
                      is included in the income statement. 
                      Tangible assets are depreciated on straight-line method based 
                      on the estimated useful lives from the time they are put into 
                      operations, so that the cost is diminished over the lifetime 
                      of consideration to estimated residual value as follows: 
                      Office equipment - Over 5 years 
                      Other Fixtures & Fittings - Over 10 years 
                      Leasehold property - Over period of the lease 
                      Other Motor Vehicles - Over 4 years 
                     INTANGIBLES 
                      Expenditure on internally developed intangible asset is capitalised 
                      if it can be demonstrated that: 
                      - there is an intention to complete the development, 
                      - adequate resources are available to complete the development, 
                      - it is probable that the asset will generate future economic 
                      benefits, and 
                      - expenditure on the project can be measured reliably. 
                      Capitalised development costs are amortised over the periods 
                      the group expects to benefit from using the asset developed. 
                      The amortisation expense is included within the cost of sales 
                      line in the consolidated Statement of Comprehensive Income. 
                      Development expenditure not satisfying the above criteria and 
                      expenditure on the research phase of internal projects are recognised 
                      in the consolidated Statement of Comprehensive Income as incurred. 
                     TRADE RECEIVABLES, loans and other receivables 
                      Trade receivables, loans and other receivables that have fixed 
                      or determinable payments that are not quoted in an active market 
                      are classified under 'loans and receivables'. Loans and receivables 
                      are initially measured at fair value and subsequently measured 
                      at amortised cost using the effective interest method, less 
                      any impairment. Interest income is recognised by applying the 
                      effective interest rate, except for short term receivables when 
                      the recognition of interest would be immaterial. 
                      Other receivables, that do not carry any interest, are measured 
                      at their nominal value as reduced by any appropriate allowances 
                      for irrecoverable amounts. 
                     CASH AND CASH EQUIVALENTS 
                      Cash and cash equivalents comprise cash on hand and demand deposits 
                      and other short-term highly liquid investments that are readily 
                      convertible to a known amount of cash and are subject to an 
                      insignificant risk of changes in value. Bank overdrafts that 
                      are repayable on demand and form an integral part of the Group's 
                      cash management are included as a component of cash and cash 
                      equivalents. 
 
 
                3    Accounting Policies (continued) 
                     FINANCIAL LIABILITIES 
                      Financial liabilities and equity instruments are classified 
                      according to the substance of the contractual arrangements entered 
                      into. Financial liabilities are classified as either financial 
                      liabilities at fair value through profit or loss ("FVTPL") or 
                      'other financial liabilities'. 
                      There were no financial liabilities 'at FVTPL' during the current, 
                      or preceding, period. 
                      An equity instrument is any contract that evidences a residual 
                      interest in the assets of the Group after deducting all of its 
                      liabilities. 
                     OTHER FINANCIAL LIABILTIES, BANK AND SHORT-TERM BORROWINGS 
                      Interest-bearing bank loans and overdrafts are recorded at the 
                      proceeds received, net of direct issue costs. Finance charges 
                      are accounted for on an accruals basis in profit or loss using 
                      the effective interest rate method and are added to the carrying 
                      amount of the instrument to the extent that they are not settled 
                      in the period in which they arise. Other short-term borrowings 
                      being intercompany loans and unsecured convertible loan notes 
                      issued in the year are recognised at amortised cost net of any 
                      financing or arrangement fees. 
                     TRADE PAYABLES 
                      Trade payables are initially measured at fair value and subsequently 
                      measured at amortised cost using the effective interest method, 
                      less provision for impairment. 
                    EQUITY INSTRUMENTS INCLUDING SHARE CAPITAL 
                     Equity instruments issued by the Company are recorded at the 
                     proceeds received, net of incremental costs attributable to 
                     the issue of new shares. 
                     An equity instrument is any contract that evidences a residual 
                     interest in the assets of a company after deducting all of its 
                     liabilities. Equity instruments issued by the Company are recorded 
                     at the proceeds received net of direct issue costs. 
                     Share capital represents the amount subscribed for shares at 
                     nominal value. 
                     The share premium account represents premiums received on the 
                     initial issuing of the share capital. Any transaction costs 
                     associated with the issuing of shares are deducted from share 
                     premium, net of any related income tax benefits. Any bonus issues 
                     are also deducted from share premium. 
                     The merger reserve represents the premium on the shares issued 
                     less the nominal value of the shares, being the difference between 
                     the fair value of the consideration and the nominal value of 
                     the shares. 
                     The reverse acquisition reserve arises from the acquisition 
                     of Global Investment Strategy UK Limited by the Company and 
                     represents the total amount by which the fair value of the shares 
                     issued in respect of the acquisition exceed their total nominal 
                     value. 
                     The investment reserve represents the fair value adjustment 
                     to the investment in subsidiary in connection with the reverse 
                     acquisition. 
                     The warrant reserve represents the fair value, calculated at 
                     the date of grant, of warrants unexercised at the balance sheet 
                     date. 
                     Retained earnings include all current and prior period results 
                     as disclosed in the statement of comprehensive income. 
 
 
                3    Accounting Policies (continued) 
                       REVERSE ACQUISITION 
                        The acquisition of Global Investment Strategy UK Limited on 
                        30 June 2015 was accounted for using the reverse acquisition 
                        method. The following accounting treatment was applied in respect 
                        of the reverse acquisition: 
                         *    The assets and liabilities of the legal subsidiary 
                              were recognised and measured in the consolidated 
                              financial statements at their pre-combination 
                              carrying amounts without restatement to fair value; 
 
 
                         *    The identifiable assets and liabilities of the legal 
                              parent (the accounting acquiree) are recognised in 
                              accordance with IFRS 3 at the acquisition date. 
                              Goodwill is recognised in accordance with IFRS 3; 
 
 
                         *    The retained earnings and other equity balances 
                              recognised in the consolidated financial statements 
                              are those of the legal subsidiary (the accounting 
                              acquirer) immediately before the business 
                              combination. 
                    The amount recognised as issued equity instruments in the consolidated 
                     financial statements is determined by adding the fair value 
                     of the legal parent (which is based on the number of equity 
                     interests deemed to have been issued by the legal subsidiary) 
                     determined in accordance with IFRS 3 to the legal subsidiary's 
                     issued equity immediately before the business combination. However, 
                     the equity structure (that is, the number and type of equity 
                     instruments issued) shown in the consolidated financial statements 
                     reflects the legal parent's equity structure, including the 
                     equity instruments issued by the legal parent to effect the 
                     combination. The equity structure of the legal subsidiary (accounting 
                     acquirer) is restated using the exchange ratio established in 
                     the acquisition agreement to reflect the number of shares issued 
                     by the legal parent (the accounting acquiree) in the reverse 
                     acquisition. 
                    SHARE-BASED PAYMENTS 
                     All share based payments are accounted for in accordance with 
                     IFRS 2 - "Share-based payments". The Company issues equity-settled 
                     share-based payments in the form of share options to certain 
                     directors and employees. Equity settled share-based payments 
                     are measured at fair value at the date of grant. The fair value 
                     determined at the grant date of equity-settled share-based payments 
                     is expensed on a straight line basis over the vesting period, 
                     based on the Company's estimate of shares that will eventually 
                     vest. 
                     Fair value is estimated using the Black-Scholes valuation model. 
                     The expected life used in the model has been adjusted, on the 
                     basis of management's best estimate for the effects of non-transferability, 
                     exercise restrictions and behavioural considerations. At each 
                     balance sheet date, the Company revises its estimate of the 
                     number of equity instruments expected to vest as a result of 
                     the effect of non-market based vesting conditions. The impact 
                     of the revision of the original estimates, if any, is recognised 
                     in profit or loss such that the cumulative expense reflects 
                     the revised estimate, with a corresponding adjustment to retained 
                     earnings. 
 
 
                4    CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATIONS 
                      In the application of the Group's accounting policies, which 
                      are described in note 3, the Directors are required to make 
                      judgements, estimates and assumptions about the carrying amounts 
                      of assets and liabilities that are not readily apparent from 
                      other sources. The estimates and associated assumptions are 
                      based on historical experience and other factors that are considered 
                      to be relevant. Actual results may differ from these estimates. 
                      The estimates and underlying assumptions are reviewed on an 
                      on-going basis. Revisions to accounting estimates are recognised 
                      in the period. Judgements and estimates that may affect future 
                      periods are as follows: 
                    GOING CONCERN 
                     The Directors consider that, based upon financial projections, 
                     the Company will be a going concern for the next twelve months. 
                     For this reason, the directors have, at the time of approving 
                     the financial statements, a reasonable expectation that the 
                     Company has adequate resources to continue in existence for 
                     the foreseeable future. Thus they continue to adopt the going 
                     concern basis of accounting in preparing the financial statements. 
 
 
                4   CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATIONS (continued) 
                    FAIR VALUE OF FINANCIAL INSTRUMENTS 
                     The Group holds investments that have been designated as available 
                     for sale on initial recognition. Where practicable the Group 
                     determines the fair value of these financial instruments that 
                     are not quoted (Level 3), using the most recent bid price at 
                     which a transaction has been carried out. These techniques are 
                     significantly affected by certain key assumptions, such as market 
                     liquidity. Other valuation methodologies such as discounted 
                     cash flow analysis assess estimates of future cash flows and 
                     it is important to recognise that in that regard, the derived 
                     fair value estimates cannot always be substantiated by comparison 
                     with independent markets and, in many cases, may not be capable 
                     of being realised immediately. 
 
 
                5    SEGMENTAL INFORMATION 
                    A segment is a distinguishable component of the Group or Company's 
                     activities from which it may earn revenues and incur expenses, 
                     whose operating results are regularly reviewed by the Group's 
                     chief operating decision maker to make decisions about the allocation 
                     of resources and assessment of performance and about which discrete 
                     financial information is available. 
                     As the chief operating decision maker reviews financial information 
                     for and makes decisions about the Group's activities as a whole, 
                     the directors have identified a single operating segment, that 
                     of corporate broking and advisory services. The Group operates 
                     in a single geographical segment which is the UK. 
 
 
                6    ANALYSIS OF TURNOVER 
                     An analysis of turnover by class of business 
                      is as follows: 
                                                                          2019        2018 
                                                                       GBP'000     GBP'000 
                    ----------------------------------------------  ----------  ---------- 
 Commissions                                                             3,624       4,426 
                    Share sales                                              -           - 
 Corporate finance and advisory                                            130          44 
 Special charges and recharges                                           1,557       2,032 
 -----------------------------------------------------------------  ----------  ---------- 
                                                                         5,311       6,502 
 -----------------------------------------------------------------  ----------  ---------- 
 
 
                7      OPERATING PROFIT 
                                                                             2019        2018 
                                                                          GBP'000     GBP'000 
                      -----------------------------------------------  ----------  ---------- 
                      Operating loss is stated after charging: 
 Staff costs as per Note 9 below                                            1,254       1,611 
 Depreciation of property, plant and equipment                                 14          21 
 Operating lease rentals                                                      142         142 
 Write downs of VAT receivable                                                  -          29 
 Net foreign exchange loss/(gain)                                               -           3 
 --------------------------------------------------------------------  ----------  ---------- 
 
 
                  8       auditors' remuneration 
                       The analysis of auditors' remuneration is as follows: 
                                                                             2019        2018 
                                                                          GBP'000     GBP'000 
                      -----------------------------------------------  ----------  ---------- 
   Fees payable to the Group's auditors for the 
    audit of the Group's annual accounts                                       20          20 
                                                                               20          20 
 --------------------------------------------------------------------  ----------  ---------- 
 
 
 
                9    staff costs 
                      The average monthly number of employees (including executive 
                       directors) for the continuing operations was: 
                                                                 2019              2018 
                                                                  No.               No. 
   Group total staff                                               18                18 
 
                                                                 2019              2018 
                                                              GBP'000           GBP'000 
                    -------------------------------  ----------------  ---------------- 
   Wages and salaries                                           1,127             1,104 
   Bonus shares issued                                              0               129 
   Share based payment cost                                         0                99 
   Termination benefits                                             0                46 
   Pension contributions                                           12                 3 
   Social security costs                                          115               101 
                                                                1,254             1,482 
 --------------------------------------------------  ----------------  ---------------- 
 
 
               Directors' emoluments were as follows: 
                                                2019             2019                 2019            2019            2018 
                                           Directors            Bonus                Other           Total           Total 
                                                fees           shares           emoluments 
                                                               issued 
                                             GBP'000          GBP'000              GBP'000         GBP'000         GBP'000 
             ------------------   ------------------  ---------------  -------------------  --------------  -------------- 
 
                      Grant 
         L             Roberts                     -                -                    -               -               3 
          John Gunn                               12                -                  518             530             540 
                      Samantha 
         L             Esqulant                   12                -                  174             186             165 
          Nilesh 
           Jagatia                                12                -                   66              78              75 
          Anthony 
           Binnie                                 12                -                    -              12               - 
          Martin 
           Davison                                 -                -                    -               -              31 
 
                                                  48                -                  758             806             814 
  ------------------------------  ------------------  ---------------  -------------------  --------------  -------------- 
  With the exception of Samantha Esqulant, the fees for all the 
   current directors were invoiced by companies of which they were 
   directors and controlling shareholders. 
 
 
                10     OTHER GAINS AND LOSSES 
                                                                      2019        2018 
                                                                   GBP'000     GBP'000 
                     -----------------------------------------  ----------  ---------- 
          Impairment of investments                                   (16)        (75) 
          Gain on disposal of investments                                -           4 
 -------------------------------------------------------------  ----------  ---------- 
                                                                      (16)        (71) 
 -------------------------------------------------------------  ----------  ---------- 
 
 
 
                11     taxation 
                                                                                  2019         2018 
                                                                               GBP'000      GBP'000 
                     ---------------------------------------------------  ------------  ----------- 
 Current tax charge                                                                300          493 
 Adjustment in respect of previous year                                          (302) 
 -----------------------------------------------------------------------  ------------  ----------- 
 Deferred tax (release) / charge                                                     1          (1) 
 -----------------------------------------------------------------------  ------------  ----------- 
                                                                              (1)               492 
 -----------------------------------------------------------------------  ------------  ----------- 
                       Reconciliation of tax charge: 
                                                                             Continuing operations 
                     ---------------------------------------------------  ------------------------- 
                                                                                  2019         2018 
                                                                               GBP'000      GBP'000 
                     ---------------------------------------------------  ------------  ----------- 
 
   Profit before tax                                                               858        1,517 
 -----------------------------------------------------------------------  ------------  ----------- 
   Tax at the UK corporation tax rate of 19% (2018: 
    19%)                                                                           163          288 
                       Effects of: 
   Tax effect of expenses that are not deductible 
    in determining taxable profit:                                                   -           38 
   Prior Year adjustments                                                        (302) 
   Permanent differences                                                            29 
                       Additional deduction for R&D expenditure                   (32)            - 
   Deferred tax not recognised                                                     141 
   Unutilised tax losses                                                             -          166 
   Tax charge for period                                                           (1)          492 
 -----------------------------------------------------------------------  ------------  ----------- 
   The total taxation charge in future periods will be affected 
    by any changes to the corporation tax rates in force in the 
    countries in which the Group operates. 
 
 
 
                12    EARNINGS PER SHARE 
                       The basic earnings per share is based on the profit/(loss) for 
                        the year divided by the weighted average number of shares in 
                        issue during the year. The weighted average number of ordinary 
                        shares for the year ended 31 March 2019 assumes that all shares 
                        have been included in the computation based on the weighted 
                        average number of days since issue. 
                                                                           2019          2018 
                     --------------------------------------------  ------------  ------------ 
                     Profit attributable to owners of the Group    GBP1,060,000  GBP1,276,000 
                     --------------------------------------------  ------------  ------------ 
                     Weighted average number of ordinary shares 
                      in issue for basic earnings                   567,866,749   564,703,598 
  Weighted average number of ordinary shares 
   in issue for fully diluted earnings                              581,616,749   578,453,598 
 ----------------------------------------------------------------  ------------  ------------ 
  Earnings per share (pence per share) 
  Basic                                                                  0.187p        0.226p 
   Fully diluted                                                         0.182p        0.221p 
 ----------------------------------------------------------------  ------------  ------------ 
 
 
 13    GOODWILL 
      Goodwill arose on the acquisition of Global Investment Strategy 
       UK Limited ("GIS") by the Company in 2015. 
                                                    2019                2018 
                                                 GBP'000             GBP'000 
      ---------------------------    -------------------  ------------------ 
 At 1 April                                        2,869               2,869 
 At 31 March                                       2,869               2,869 
 -----------------------------       -------------------  ------------------ 
 

The amount of GBP2,869,000 of Goodwill relates to the Goodwill arising on the reverse acquisition of GIS.

Goodwill is monitored by management at the level of the operating segment. The recoverable amount is determined based on value-in-use calculations which uses cash flow projections based on financial budgets approved by the Directors covering a five-year period, and a discount rate of 12% per annum.

Cash flows beyond the five-year period are extrapolated using the estimated growth rates of 10% which is based on the average growth for 5 years covered by the projections. The Directors believe that any reasonably possible change in key assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit.

The Directors have reviewed the carrying value of Goodwill as at 31 March 2019 and consider that no impairment provision is required. The Directors continue to review Goodwill on an on-going basis and where necessary in future periods will request external valuations to further support the valuation basis.

 
                14    OTHER INTANGIBLE ASSETS 
                                                                                     System development 
                                                                                                  costs      Total 
                                                                                                GBP'000    GBP'000 
                     -------------------------------------------------------  -------------------------  --------- 
 As at 1 April 2017                                                                                  50         50 
 Additions                                                                                          359        359 
 ---------------------------------------------------------------------------  -------------------------  --------- 
 As at 31 March 2018                                                                                409        409 
 Additions                                                                                          248        248 
 As at 31 March 2019                                                                                657        657 
 ---------------------------------------------------------------------------  -------------------------  --------- 
 
 
 
 
 
 
 
                         PROPERTY, plant AND EQUIPMENT 
 
 
 
   15 
                                           Office Equipment         Fixtures    Short term        Motor        Group 
                                                                and fittings     leasehold     Vehicles        Total 
                                                                                  property 
                                   Cost             GBP'000          GBP'000       GBP'000      GBP'000      GBP'000 
                     ------------------  ------------------  ---------------  ------------  -----------  ----------- 
   As at 31 March 2017                                   56               14             6           63          139 
   Additions                                             18                1             -            -           19 
   As at 31 March 2018                                   74               15             6           63          158 
   Additions                                             10                -             -            -           10 
   Disposal                                                                                        (63)         (63) 
   As at 31 March 2019                                   84               15             6            -          105 
 --------------------------------------  ------------------  ---------------  ------------  -----------  ----------- 
 
                       Depreciation 
                     ------------------  ------------------  ---------------  ------------  -----------  ----------- 
   As at 31 March 2017                                   25               12             4           36           77 
   Charge for the year                                   12                1             2            6           21 
   As at 31 March 2018                                   37               13             6           42           98 
   Charge for the year                                    8                1             -            5           14 
   Disposal                                               -                -             -         (47)         (47) 
   As at 31 March 2019                                   45               14             6            -           65 
 --------------------------------------  ------------------  ---------------  ------------  -----------  ----------- 
                       Net book value 
                     ------------------  ------------------  ---------------  ------------  -----------  ----------- 
   As at 31 March 2019                                   39                1             -            -           40 
 --------------------------------------  ------------------  ---------------  ------------  -----------  ----------- 
   As at 31 March 2018                                   37                2             -           21           60 
 --------------------------------------  ------------------  ---------------  ------------  -----------  ----------- 
 
 
 
                16   INVESTMENT IN subsidiarY UNDERTAKINGS 
                     The Company's investments in its subsidiary undertakings are as follows 
                                                                                                2019        2018 
                              COMPANY                                                        GBP'000     GBP'000 
                     ---------------------------------------  -------------------  -----------------  ---------- 
                              Cost and net book value 
          At 1 April 2018                                                                      9,137       9,137 
 As at 31 March 2019                                                                           9,137       9,137 
 ---------------------------------------  -------------------                      -----------------  ---------- 
                       All principal subsidiaries of the Group are consolidated into the 
                        financial statements. At 31 March 2019 the subsidiaries were as follows: 
                       Subsidiary              Country             Principal            Holding          Holding 
                       undertakings         of registration        activity                                    % 
                     ------------------  ------------------  -------------------  ------------------  ---------- 
   *Global 
    Investment 
    Strategy                                   Financial 
    UK Limited                UK                services                  Ordinary shares                   100% 
   **Synergis                                  Financial 
    Capital Plc               UK                services                  Ordinary shares                    75% 
   **Global 
    Investment 
    Strategy                                   Financial 
    HK Limited            Hong Kong             Services                  Ordinary shares                   100% 
   ** Global 
    Investment 
    Strategy 
    Nominees                                   Financial 
    Limited                   UK                Services                  Ordinary shares                   100% 
 ------------------  ------------------  -------------------  --------------------------------------  ---------- 
   *Directly held **Indirectly held 
 
 
 
 
 
 
 
   17      AVAILABLE-FOR-SALE INVESTMENTS 
                                                   GROUP                COMPANY 
                                                 2019       2018       2019       2018 
                                              GBP'000    GBP'000    GBP'000    GBP'000 
 Investments at fair value at 
  1 April                                          31        126          -          - 
 Purchases                                        250          -          -          - 
 Impairment of investments                       (15)       (75)          -          - 
 Gain on disposals                                  -          4          -          - 
 Disposals                                          -       (24)          -          - 
 Fair value of investments at 
  31 March                                        266         31          -          - 
 -----------------------------------------  ---------  ---------  ---------  --------- 
        Categorised as: 
 Level 1 Investments                              266         31          -          - 
        Level 3 Investments                         -          -          -          - 
        ----------------------------------  ---------  ---------  ---------  --------- 
                                                  266         31          -          - 
 -----------------------------------------  ---------  ---------  ---------  --------- 
        Classed as: 
        Non-current assets                          -          -          -          - 
 Current assets                                   266         31          -          - 
 -----------------------------------------  ---------  ---------  ---------  --------- 
                                                  266         31          -          - 
 -----------------------------------------  ---------  ---------  ---------  --------- 
 The table above sets out the fair value measurements using the 
  IFRS 7 fair value hierarchy. Categorisation within the hierarchy 
  has been determined on the basis of the lowest level of input 
  that is significant to the fair value measurement of the relevant 
  asset as follows: 
  Level 1 - valued using quoted prices in active markets for identical 
  assets. 
  Level 2 - valued by reference to valuation techniques using 
  observable inputs other than quoted prices included within Level 
  1. 
  Level 3 - valued by reference to valuation techniques using 
  inputs that are not based on observable market data. 
  There were no transfers between Level 1, Level 2 and Level 3 
  in either 2019 or 2018. 
 
 
  17   AVAILABLE-FOR-SALE INVESTMENTS (continued) 
       Measurement of fair value of financial instruments 
        The Group's management team perform valuations of financial items 
        for financial reporting purposes, including Level 3 fair values. 
        Valuation techniques are selected based on the characteristics 
        of each instrument, with the overall objective of maximising 
        the use of market-based information. 
       Level 3 financial assets 
        Reconciliation of Level 3 fair value measurement of financial 
        assets: 
                                                   GROUP                COMPANY 
       COMPANY                                2019       2018       2019      2018 
                                           GBP'000    GBP'000    GBP'000   GBP'000 
       --------------------------------  ---------  ---------  ---------  -------- 
 At 1 April                                      -         20          -         - 
 Disposal proceeds                               -       (24)          -         - 
 Gain on disposal                                -          4          -         - 
 Impairment of investment                        -          -          -         - 
 --------------------------------------  ---------  ---------  ---------  -------- 
 At 31 March                                     -          -          -         - 
 --------------------------------------  ---------  ---------  ---------  -------- 
 
 
 
 18    TRADE AND OTHER RECEIVABLES 
                                            GROUP            COMPANY 
                                          2019     2018     2019     2018 
                                       GBP'000  GBP'000  GBP'000  GBP'000 
      -------------------------------  -------  -------  -------  ------- 
 Prepayments and accrued income             25       17        5        - 
 Trade receivables                          88      182        -        - 
 Other receivables                         501      218      168      152 
 Loans receivable                           94      104        -        - 
 ------------------------------------  -------  -------  -------  ------- 
                                           708      521      173      152 
 ------------------------------------  -------  -------  -------  ------- 
 

Balances with the related parties are disclosed in note 25.

Also included in loans receivable is an amount of GBP85,500 (2019: GBP93,000) being the balance of an amount due from Amisud S.A. In March 2015 GIS agreed to convert a prior investment in Amisud S.A, an Argentinian based agriculture company, into a debt owed to GIS totalling approximately US$215,000. Amisud S.A is required to repay the debt to GIS in instalments, two of which were received on schedule. As such the Directors feel no impairment charge is required.

No receivables were past due or provided for at the year-end or at the previous year end.

The Directors consider the carrying amount of intercompany loans and other receivables approximates to their fair value.

 
 19    CASH AND CASH EQUIVALENTS 
                                       GROUP            COMPANY 
                                     2019     2018     2019     2018 
                                  GBP'000  GBP'000  GBP'000  GBP'000 
      --------------------------  -------  -------  -------  ------- 
 
 Cash and cash equivalents          5,466    5,324        3        - 
                                    5,466    5,324        3        - 
 -------------------------------  -------  -------  -------  ------- 
 

The Directors consider the carrying amount of cash and cash equivalents approximates to their fair value.

 
                20    TRADE AND OTHER PAYABLES 
                                             GROUP            COMPANY 
                                           2019     2018     2019     2018 
                                        GBP'000  GBP'000  GBP'000  GBP'000 
                     -----------------  -------  -------  -------  ------- 
 Trade payables                             103      100       10        2 
 Interco loan                                 -        -    1,877    1,168 
 Other payables                             308       78        -       17 
 Accrued expenses                           121      107       34       33 
 -------------------------------------  -------  -------  -------  ------- 
                                            532      285    1,921    1,220 
 -------------------------------------  -------  -------  -------  ------- 
 

Balances with the related parties are disclosed in note 24.

 
  21    FINANCIAL INSTRUMENTS 
        FINANCIAL ASSETS BY CATEGORY 
         The IAS 39 categories of financial assets included in the Statement 
         of financial position and the headings in which they are included 
         are as follows: 
                                                                 2019         2018 
                                                              GBP'000      GBP'000 
      ------------------------------------------------   ------------  ----------- 
       Financial assets: 
  Cash and cash equivalents                                     5,466        5,324 
  Available for sale investments                                  266           31 
  Loans and receivables                                           182          286 
 -------------------------------------------------  ---  ------------  ----------- 
                                                                5,914        5,641 
  -----------------------------------------------------  ------------  ----------- 
 
 
  FINANCIAL LIABILITIES BY CATEGORY 
   The IAS 39 categories of financial liability included in the 
   Statement of financial position and the headings in which they 
   are included are as follows: 
                                                             2019       2018 
                                                          GBP'000    GBP'000 
 ---------------------------------------------------   ----------  --------- 
  Financial liabilities at amortised cost: 
  Trade and other payables                                    103        100 
  Short term borrowings                                         -          - 
 ---------------------------------------------------   ----------  --------- 
                                                              103        100 
  ---------------------------------------------------  ----------  --------- 
   CAPITAL RISK MANAGEMENT 
    The Group manages its capital to ensure that entities in the 
    Group will be able to continue as a going concern while maximising 
    the return to stakeholders through the optimisation of the debt 
    and equity balance. The capital structure of the Group consists 
    of debt, (previously includes the borrowings) cash and cash 
    equivalents and equity attributable to equity holders of the 
    Parent Company, comprising issued capital, reserves and retained 
    earnings, all as disclosed in the Statement of Financial Position. 
   FINANCIAL RISK MANAGEMENT OBJECTIVES 
    The Group is exposed to a variety of financial risks which result 
    from both its operating and investing activities. The Group's 
    risk management is coordinated by the board of directors, and 
    focuses on actively securing the Group's short to medium term 
    cash flows by minimising the exposure to financial markets. 
    The main risks the Group is exposed to through its financial 
    instruments are credit risk and liquidity risk. 
 
 
                21     Financial instruments (continued) 
                       CURRENCY risk management 
                        The Group undertakes transactions denominated in foreign currencies. 
                        Hence, exposures to exchange rate fluctuations arise. Exchange 
                        rate exposures are managed within approved policy parameters. 
                        The Group does not enter into forward exchange contracts to 
                        mitigate the exposure to foreign currency risk as amounts paid 
                        and received in specific currencies are expected to largely 
                        offset one another and the currencies most widely traded are 
                        relatively stable. The Directors consider the balances most 
                        susceptible to foreign currency movements to be the Cash and 
                        cash equivalents. 
                        The carrying amount of the Group's foreign currency denominated 
                        monetary assets and monetary liabilities at the end of the reporting 
                        period are as follow: 
                                                                                            2019       2018 
                                                                                         GBP'000    GBP'000 
                     -------------------------------------    ----------  ----------  ----------  --------- 
   USD                                                                                                1,086 
   EUR                                                                                                    3 
   CAD                                                                                        43 
   HKD                                                                                       625 
                       Other                                                                  12          - 
                     -------------------------------------    ----------  ----------  ----------  --------- 
                       Sensitivity analysis 
                        The Group is mainly exposed to USD / GBP and EUR / GBP exchange 
                        rates. The following table shows the Group's sensitivity to 
                        a 5% increase and decrease in the GBP against these foreign 
                        currencies. The sensitivity analysis includes only outstanding 
                        foreign currency denominated monetary items and adjusts their 
                        translation at the yearend for a 5% in foreign currency rates: 
                                                                   Profit/(loss)           Exchange rate 
                                                                    2019        2018        At 31 March 
                       Effect of 5% decrease in value            GBP'000     GBP'000        2019       2018 
                        of GBP 
                     ---------------------------------------  ----------  ----------  ----------  --------- 
   USD                                                                 -          39           -      1.402 
   EUR                                                                 -                       -       1.14 
   CAD                                                                 2                   1.304          - 
   HKD                                                                27                   1.162          - 
                       Effect of 5% increase in value 
                        of GBP 
   USD                                                                 -        (39)           -      1.402 
   EUR                                                                 -           -           -       1.14 
   CAD                                                               (2)                   1.304          - 
   HKD                                                              (27)                   1.162          - 
 ---------------------------------------                      ----------  ----------  ----------  --------- 
   In the Directors' opinion, the sensitivity analysis is unrepresentative 
    of the inherent exchange risk because the exposure at the end 
    of the reporting period does not reflect the exposure during 
    the year. 
 
 
 
                21    Financial instruments (continued) 
                      Credit risk management 
                       The Company's financial instruments, which are subject to credit 
                       risk, are considered to be cash and cash equivalents and trade 
                       and other receivables, and its exposure to credit risk is not 
                       material. The credit risk for cash and cash equivalents is considered 
                       negligible since the counterparties are reputable banks. 
                       The Group's maximum exposure to credit risk is GBP5,845,000 
                       (2018: GBP5,610,000) comprising trade and other receivables 
                       and cash. 
                      Liquidity risk management 
                       Ultimate responsibility for liquidity risk management rests 
                       with the Board of Directors, which monitors the Group's short, 
                       medium and long-term funding and liquidity management requirements 
                       on an appropriate basis. The Group manages liquidity risk by 
                       maintaining adequate reserves and banking facilities. 
 
 
                 22     Called up share capital 
                                            Deferred 
                                             shares                          Ordinary shares 
                                             of 0.5p                             of 0.05p 
                                             Number         Nominal        Number of        Nominal          Share 
                                            of shares         value           shares          value        premium 
                                                            GBP'000                         GBP'000        GBP'000 
                        ISSUED AND 
                        FULLY PAID: 
    At 31 March 2016                         56,255,351         281    1,193,098,159            597          1,713 
    1 for 11 share consolidation            108,463,469         543      108,463,469             54              - 
    Ordinary shares issued 
     in year                                                             451,763,417            226          8,608 
    Classified as merger 
     reserve in respect 
     of reverse acquisition                                                                                (6,555) 
    Share issue expenses                                                                                      (97) 
  ------------------------------------  ---------------  ----------  ---------------  -------------  ------------- 
    At 31 March 2017                        164,718,820         824      560,226,886            280          3,669 
    Share issues                                                           7,000,000              4            171 
    Capital reduction                     (164,718,820)       (824)                                        (3,669) 
    At 31 March 2018                                  -           -      567,226,886            284            171 
  ------------------------------------  ---------------  ----------  ---------------  -------------  ------------- 
    Share issues                                                           1,350,000              1              - 
    At 31 March 2019                                  -           -      568,576,886            285            171 
  ------------------------------------  ---------------  ----------  ---------------  -------------  ------------- 
                       The Company has one class of ordinary shares, which carry no 
                        right of fixed income. 
 
                        On 8 October 2018, the company announced that awarded a total 
                        of 1,350,000 Ordinary 0.05 pence shares in the company to staff 
                        and employees that were in employment during the initial public 
                        floatation in July 2015 
 
 
 
                23    EVENTS AFTER THE REPORTING PERIOD 
                      Global Investment Strategy UK Ltd, paid a dividend of GBP600,000 
                       to the Company after the reporting period. 
                24     Related party tranSactions 
                      Transactions between the Company and its subsidiaries which 
                       are related parties have been eliminated on consolidation and 
                       are not disclosed in these financial statements. 
                      key management personnel 
                       The remuneration of the directors and other key management personnel 
                       of the Group is set out below in aggregate for each of the categories 
                       specified in IAS 24 Related Party Disclosures. Further information 
                       about the remuneration of individual directors of the Company 
                       is provided in Note 9. 
                                                                                     2019        2018 
                                                                                  GBP'000     GBP'000 
                     --------------------------------------------------------  ----------  ---------- 
          Short term employee benefits                                                819         827 
          Termination benefits                                                          -          46 
 ----------------------------------------------------------------------------  ----------  ---------- 
                                                                                      819         873 
 ----------------------------------------------------------------------------  ----------  ---------- 
                      Short term employee benefits include payments made to personal 
                       service companies of key management during the year totalled 
                       GBP543,000 (2017: GBP543,000). 
                       Balances with the directors at the yearend are: 
                                                                                     2019        2018 
                                                                                  GBP'000     GBP'000 
  Directors' remuneration payable                                                       -           8 
  Loan receivable from John Gunn (included in other 
   payables / other receivables)                                                       29          54 
                      The amount due from John Gunn was repaid in full on 20 August 
                       2019 
                       transactions with other related parties 
                       In previous years the Group charged rent and administration 
                       services to Inspirit Energy Holdings Limited ("Inspirit"), a 
                       Company connected to the Group, by way of John Gunn being a 
                       director and substantial shareholder in Inspirit. The amount 
                       due from Inspirit in respect of rent and services is summarised 
                       as follows: 
                                                                                     2019        2018 
                                                                                  GBP'000     GBP'000 
                      Total charges/(reversal of charges) in year (including 
                       VAT)                                                             -           - 
  Amount due from Inspirit at 31 March (included 
   in trade and other receivables)                                                     95          95 
  The amount owed by Inspirit at the year end was settled by the 
   issue to GIS of GBP95,000 convertible loan notes. 
  All balances with related parties are unsecured, interest free 
   and do not have fixed terms of repayment. 
 
 
 
                25    CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES 
                     The Group had no capital commitments or contingent liabilities 
                      as at the year end (2018: GBPnil). 
 
 
                26     CONTRACTUAL OBLIGATIONS 
                     The Group's future minimum lease payments in respect of non-cancellable 
                      operating leases are as follows: 
                                                                              2019           2018 
                                                                           GBP'000        GBP'000 
                     ----------------------------------------------  -------------  ------------- 
          Payable within 1 year                                                168             43 
                              Payable within 2-5 years                          42              - 
                                                                               210             43 
 ------------------------------------------------------------------  -------------  ------------- 
 
 
                27    SHARE BASED PAYMENTS 
                      EQUITY-SETTLED SHARE OPTION SCHEME 
                      On 6 September 2017, a total of 12,000,000 options were 
                       granted to three directors of the Company, exercisable 
                       at 3p per share. Half of the options vested immediately 
                       and the other half vested on the anniversary of the date 
                       of grant. The options expire on the fourth anniversary 
                       of the date of grant. 
                       On 28 September 2017, 1,750,000 options were granted on 
                       the same terms to a fourth director. 
                       The fair value of the options was determined using the 
                       Black-Scholes option pricing model. 
                      The significant inputs to the model in respect of the options 
                       granted were as follows: 
                                             6 Sep 2017             28 Sep 2017 
                      Grant date share 
                       price                 2.575p                 2.825p 
                      Exercise share price   3p                     3p 
                      No. of share options   12,000,000             1,750,000 
                      Risk free rate         1%                     1% 
                      Expected volatility    50%                    50% 
                      Option life            4 years                4 years 
                      Calculated fair 
                      value 
                      per share              0.89714p               1.06409p 
                      The total share-based payment expense recognised in the 
                       income statement for the year ended 31 March 2019 in respect 
                       of the share options granted was GBP63,000 (2018: GBP99,000). 
                     Number        Granted  Exercised   Cancelled      Number     Average    Vesting      Expiry 
                      of            in the     in the      in the          of    exercise       Date        date 
                      options         year       year        year     options       price 
                      at                                                   at 
                      1 Apr                                            31 Mar 
                      2017                                               2018 
                     ---------  ----------  ---------  ----------  ----------  ----------  ---------  ---------- 
                             -   6,875,000          -           -   6,875,000       0.92p  6.09.2017   6.09.2021 
                             -   6,875,000          -           -   6,875,000       0.92p  6.09.2018   6.09.2021 
                             -  13,750,000          -           -  13,750,000       0.92p 
                     ---------  ----------  ---------  ----------  ----------  ----------  ---------  ---------- 
 
 
 
                28    ULTIMATE CONTROLLING PARTY 
                     The Directors regard Mr. J Gunn as being the ultimate controlling 
                      party, by way of his controlling interest in the issued share 
                      capital of the Company. 
                      Auditors' Report 
                      The comparative figures for the financial year ended 31 March 
                      2019 are not the Company's statutory accounts for that financial 
                      year but the consolidated accounts. Those accounts have been 
                      reported on by the Company's auditors and delivered to the registrar 
                      of companies. The report of the auditors was (i) unqualified, 
                      (ii) did not give any reference to any matters to which the 
                      auditors drew attention by way of emphasis without qualifying 
                      their report, and (iii) did not contain a statement under sections 
                      498 (2) or (3) of the Companies Act 2006, relating to the accounting 
                      records of the company. 
 
                      This announcement contains inside information for the purposes 
                      of Article 7 of EU Regulation 596/2014. 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR SEWFLIFUSESU

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