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SND Sondrel (holdings) Plc

3.85
-0.15 (-3.75%)
16 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Sondrel (holdings) Plc LSE:SND London Ordinary Share GB00BJN54579 ORD GBP0.001
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.15 -3.75% 3.85 3.70 4.00 3.85 3.70 3.75 2,168,611 09:51:12
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Cmp Integrated Sys Design 17.51M -3.19M -0.0365 -1.05 3.37M

Sondrel (Holdings) plc Final Results for the Year Ended 31 December 2022 (4088A)

24/05/2023 7:00am

UK Regulatory


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RNS Number : 4088A

Sondrel (Holdings) plc

24 May 2023

 
 For immediate release   24 May 2023 
 

Sondrel (Holdings) plc

("Sondrel", the "Company" and together with its subsidiaries the "Group")

Final Results for the Year Ended 31 December 2022

Strong financial and operational progress; positive outlook

Sondrel (Holdings) plc (AIM:SND), the fabless semiconductor business providing turnkey services in the design and delivery of 'application specific integrated circuits' ("ASICs") and 'system on chips' ("SoCs") for leading global technology brands, is pleased to announce its audited full year results for the year ended 31 December 2022 ("FY 22").

Financial Highlights

   --      Revenue up 116% to GBP17.5 million (FY 21:  GBP8.1 million), exceeding pre-pandemic levels 

-- Record new orders received, with growth of over 130% YoY FY22 GBP25.6 million (FY21: GBP10.8 million) and providing strong visibility over FY23 revenue

   --    ASIC revenues growth of 313% YoY, representing 73% of total revenues (FY 21:  38%) 
   --    Adjusted EBITDA of GBP1.1 million (FY 21: loss of GBP2.5 million) 

-- Adjusted Loss Before Tax (excl amortisation and IPO costs) of GBP2.6 million (FY 21: loss GBP3.4 million)*(see note 4)

   --    Cash balance at year end GBP4.4 million (FY 21:  GBP(1.2) million) 
   --      Repayment in FY22 of GBP1.8m of debt (FY21: nil) - Group is now debt free 
   --      Net assets of GBP8.5million (FY21 GBP(6.6) million) 

Operational Highlights

   --      Successful IPO on AIM in October 2022, raising GBP20 million excl costs 

-- Record new design orders received in the automotive, Edge AI, mobile, networking, and aerospace markets totalling GBP25.6 million

-- Significant progress made both during 2022 and the start of 2023 in respect of a material turnkey ASIC engagement secured in Q2 2022 for a Tier 1 OEM Automotive customer

   --      Extended key partner software supply relationships for a further three years 
   --      Expanded US sales operation 

Post Period End Highlights

-- Maiden post IPO tapeout of an ASIC design for a leading provider of Edge AI Hardware Accelerator solution

-- Successful design tapeout for a leading provider of home network devices, estimated to be worth GBP1.8 million in FY 23

Outlook

-- New design wins in line with Board expectations, delivering a strong increase in the pipeline for volume supply

   --      Strong design pipeline identified for 2023 providing good visibility of future growth 

Graham Curren, Chief Executive Officer of Sondrel, commented:

"I am delighted to present our first set of results since our IPO on AIM with the strong increase in revenue clearly demonstrating the significant potential of our full-service ASIC offering. Our focus on end markets that are supported by enduring megatrends, including high performance computing, automotive, artificial intelligence, VR/AR, video analytics, image processing, mobile networking and data centres, means Sondrel is well positioned for material future growth.

"With a strong pipeline of new designs, continued progress on tapeouts and prototyping, and the near-term benefit of production revenues, I am incredibly excited about our future growth prospects and look forward to updating shareholders as we progress to our medium-term target of revenues of over GBP100 million."

Analyst presentation

There will be an in-person presentation for analysts at 9:30 a.m. (BST) today. If you would like to join, please contact Buchanan at sondrel@buchanan.uk.com

This announcement contains inside information as stipulated under the UK version of the Market Abuse Regulation No 596/2014 which is part of English Law by virtue of the European (Withdrawal) Act 2018, as amended. On publication of this announcement via a Regulatory Information Service, this information is considered to be in the public domain.

- Ends -

FOR FURTHER ENQUIRIES:

 
 Sondrel (Holdings) plc                                Via Buchanan 
 Graham Curren, CEO                            Tel: +44 (0) 20 7466 
                                                               5000 
 Joe Lopez, CFO 
 
 Cenkos Securities plc                          Tel: +44 (0)20 7397 
                                                               8900 
 Ben Jeynes / Katy Birkin / George Lawson 
  - Corporate Finance 
 Alex Pollen / Michael Johnson - Sales 
 
 Buchanan Communications                       Tel: +44 (0) 20 7466 
                                                               5000 
 Chris Lane                                 sondrel@buchanan.uk.com 
  Stephanie Whitmore 
 Jack Devoy 
 Abby Gilchrist 
 

About Sondrel

Sondrel is a UK-based fabless semiconductor company specialising in high end, complex digital Application Specific Integrated Circuits (ASICs) and System on Chips (SoCs). It provides a full turnkey service in the design, prototyping, testing, packaging and production of ASICs and SoCs.

The Company is one of only a few companies capable of designing and supplying the higher-spec chips built on the most advanced semiconductor technologies, selling into a range of hyper growth end markets such as high-performance computing, automotive, artificial intelligence, VR/AR, video analytics, image processing, mobile networking and data centres. Sondrel designs have enabled products by leading technology brands including Apple (iPhone), Sony (PlayStation), Meta's (Oculus), Samsung, Google and Sony smartphones, JVC (prosumer camcorders), Tesla and Mercedes-Benz cars.

Sondrel is well-established, with a 20-year track record of successful delivery, supported by long standing ecosystem partnerships including Arm, TSMC and Samsung. Headquartered in the UK, Sondrel has a global presence with offices in UK, USA, China, India and Morocco.

For more information please visit: www.sondrel.com

Chairman's statement

In this first Chairman's Statement since Sondrel became a publicly listed business on 21st October 2022, I would like to begin with words of thanks. Firstly, the international Sondrel team contributed so much to ensure we achieved the IPO, not just in 2022, but over the years since formation, building the company from a start-up to a highly regarded and globally recognised chip design leader. The IPO is already enabling us to attract further talent to continue to drive strong growth. The dedication of our employees no doubt played a significant role in the strong investor interest throughout the IPO process and beyond, and we welcome and appreciate the support shown by all shareholders, both before and after the IPO. The IPO has also resulted in us gaining three extremely talented NEDs whose wise counsel and business acumen is already adding great value to the company.

World events during 2022 clearly affected the business environment. However, as is usually the case with technology-based businesses, Sondrel's target market continued to invest in new designs and to plan further new products. As a consequence, Sondrel's orders increased by 137% during the year to GBP25.6m and sales revenue by 116% to GBP17.5m. We secured a number of contracts that will yield material production-based revenues, thus successfully delivering a key, strategic goal. The revenue in respect of these contracts will begin later in 2023, and will then increase in the following years. When undertaking such complex projects, customers occasionally seek changes to meet new requirements. Although all additional work undertaken is reflected in the final project revenue, such changes can result in a milestone payment slipping to the next quarter, as happened to a large automotive design in Q4 2022 , totalling GBP4m, leading to a reduction in year-end cash to GBP4.4m.

As our customers are based all around the globe, Sondrel's operations have been built to optimally service the leading-edge, technological needs of those customers. Hence, 2022 saw strengthening of our teams, particularly in India and Morocco. We also ensure that our teams have a diverse and inclusive culture, for example our Moroccan team now comprises 27% female engineers. Members of these global teams continued to deliver high quality designs and to enhance our capabilities through R&D programmes that keep us at the forefront of chip design. These programmes and the ongoing upskilling of our teams enable us to target the most advanced chip designs in growth markets such as AI, autonomous driving, networking and video processing.

The Board is mindful of its duty to consider the wider needs of society. In that context, Sondrel has a long track record of connecting with the local communities in which it operates and takes a particular interest in education. We plan to further enhance this commitment in line with the growth of the company. In addition, our expertise in power management greatly assists our customers' drive to reduce energy consumption.

The Board is positive about Sondrel's outlook for the future and is ensuring we undertake robust debates on all key operational and strategic matters to drive sustainable, long-term growth. This perspective is supported by the increased recognition by governments and businesses in diverse sectors, of the critical role advanced semiconductor designs play in the modern world. Hence, despite the current economic challenges, the Board remains confident that Sondrel's core business model and team will deliver success in the years ahead.

Nigel Vaughan

Independent Non-Executive Chairman

23 May 2023

CEO's statement

Introduction

In sharing our first set of results as a newly quoted public company, I am delighted to report that, in what has been a monumental year for our business, we have produced extremely strong results in all key areas. Not only have we made significant operational progress, we have also delivered strong growth, reflecting the underlying strength of Sondrel and our business model. Over the last 12 months, we have developed a substantial order book, coupled with a successful listing on the AIM market of the London Stock Exchange, alongside celebrating our 20th anniversary. I'm especially pleased to see such a strong adoption of our ASIC supply services by customers old and new.

Our progress has also been reflected in our financial performance across FY 2022, with revenues increasing 116% to GBP17.5 million (2021: GBP8.1 million), alongside record new orders received, with growth of over 130% YoY.

We are focused on driving the accelerated growth of Sondrel in the coming years. Our business is built upon a small number of high value projects, executed in very close partnership with the likes of ARM, Synopsys and TSMC, and with our suppliers and customers. This approach gives me great confidence that we will be delivering excellent growth over the next couple of years, as we can see strong customer demand from new and repeat customers.

Like every company we have challenges to overcome. Technology in semiconductors moves fast so we need to invest in and accelerate our R&D programme. We need to strive harder to meet and exceed our customers' demands and we need to give our employees a great place to work. Our three goals for 2023 are to ensure robust financial management, delight all of our stakeholders (customers, employees, shareholders and partners), and to achieve operational excellence in every department. Achieving these three objectives is what drives us all forwards.

As we move into 2023, I have enjoyed getting out to see our customers and employees in remote sites in person again. There are many customers and people in the company that I have never met personally, and whilst video conferencing has made a positive contribution to much of communication, there is no substitute for in-person contact. As a distributed company, we also of course need to be aware of the carbon footprint associated with air travel so we expect to be travelling less than a few years' ago, but we still need to see people in person.

The ASIC market and its growth trajectory

Sondrel is a UK founded and headquartered fabless semiconductor business providing turnkey services and the supply of silicon for complex, high end 'application specific integrated circuits' ("ASICs") and 'system on chips' ("SoCs") for leading global technology brands.

Sondrel's capabilities are provided to customers seeking competitive advantage by including customised ASIC devices enabling differentiation of their end products while addressing fast growth technology megatrends.

We are seeing an acceleration in momentum towards digital transformation, with the clear trend to use advanced processes to enable adoption of Artificial Intelligence and Machine Learning based systems. To overcome the technical hurdles of adopting these advanced processes, we foresee that major technology companies will continue to expand their chip design outsourcing in the coming years.

There are certainly headwinds facing the semiconductor industry now. The trade restrictions on China from the USA, the war in Ukraine resulting in Sondrel pulling out of Russia and losing a major customer, the political uncertainty in Israel impacting investment, and the general downturn in VC finance have all had an impact. This is however countered by strong demand from the automotive sector and the adoption of artificial intelligence into almost everything. For Sondrel this has meant a shift in some of our customers and geographical focus and is proceeding well. I am pleased with the progress that we have made, especially in the USA where we are already engaged with a number of customers with strong future silicon volume requirements. Therefore, 2023 will be an important year for us in this market.

Artificial intelligence is the process of building and developing machines to perform tasks that historically have required human intelligence. AI is now regularly being used by individuals and is present in almost every key sector of business including healthcare, financial services, retail and transportation. Large scale uses of AI can be seen in content suggestions on social media, facial and speech recognition, or text editors, with tools such as ChatGPT becoming hugely popular. The growth in the adoption of AI continues to be a tailwind for the semiconductor industry, with high performing, AI-enabled chips needed to deal with the greater capacity required for data manipulation, whilst keeping power consumption and costs under control.

According to Fortune Business Insights, the global AI market is projected to grow from US$387 billion in 2022 to US$1,394 billion by 2029, at a CAGR of 20.1 per cent in the forecast period. ASIC designs in advanced processes will be an important part of enabling that to happen.

Thus, we expect that business opportunities in the global ASIC market will continue, and that Sondrel's business growth will also continue. Moreover, advanced processes will continue to expand as a proportion of our sales. Through these opportunities, Sondrel provides its customers with greater added value, and effectively create competitive advantages through differentiation.

Growth strategy

We have the ambition to grow revenues to over GBP100 million in the medium term, by focussing on our key strengths to deliver our growth strategy.

Continued transition in business model

Sondrel has transitioned its business model to provide a full turnkey ASIC design and supply service for its customers, which includes contracting for the testing and production of ASICs in addition to the previously offered design and production consulting. Although the testing, packaging, and other capital-intensive engineering functions necessary for production of an ASIC will continue to be outsourced to third parties, Sondrel will provide the product engineering and will manage the complex manufacturing process by engaging the various third parties directly. We believe that developing both the commercial and technical relationships with customers will enable the Group to generate significantly more revenue in the medium term, whilst remaining within the value chain throughout the ASIC production life. We expect that turnkey design and supply contracts will allow the Group to address more opportunities in parallel than has historically been the case and therefore to scale revenues more rapidly. This is due to the different elements of the production phase being subcontracted on a managed basis to specialist third party providers and foundries as well as increasing the engineering headcount.

Increase opportunities in the US and Europe

Sondrel has identified the US and Europe as key markets. We are pleased that we have very strong support from our key partners in the US with whom we are working to create valuable solutions for our mutual customers and we are focusing on growing the sales and technical support team in the US throughout 2023.

Strong relationships with key industry participants

Sondrel has established highly valuable relationships with many participants in the semiconductor industry. Sondrel is a recognised trading partner with some of the world's largest chip companies and foundries, namely:

   --   one of only 21 global Approved Design Partners of Arm; 

-- a Design Centre Alliance Partner of TSMC, the world's largest provider of advanced silicon IC's.

-- one of only 3 Samsung Foundry SAFE(TM) Design Service Partners outside of Asia. Samsung Foundry began production of the first 3 nanometre SoC in June 2022; and

   --   an approved partner of Global Foundries. 

These relationships, together with IP, EDA, test and packaging companies, are vital to deliver a compelling turnkey design and supply solution.

These organisations include leading OSAT organisations (such as Synergie-CAD, Amkor and ASE), IP vendors (such as Synopsys, Siemens, Arm and Arteris) and EDA vendors (such as Synopsys, Arteris and Siemens).

Sondrel's key strengths and advantages

We believe that Sondrel has several key strengths and advantages that are important to the success of the business:

1. Sondrel has already delivered designs at 5 nanometres and is now working on 3 nanometre process nodes. This level of engineering capability is limited to Sondrel and a small number of Asian competitors and positions Sondrel to benefit from the megatrends driving the increasing use of ASICs globally and the production of system solutions utilising increasingly complex design geometries.

2. Sondrel provides leading edge ASIC designs to a global customer base in advanced end markets with significant structural growth drivers including high performance computing, automotive, artificial intelligence, VR/AR, video analytics, image processing mobile networking and data centres.

3. Sondrel has a team of over 140 engineers that are located in design centres globally. This enables Sondrel to be one of only a handful of companies worldwide with the scale, capability and strength of industry relationships to deliver projects in leading technologies.

4. From concept to delivered ASICs, Sondrel is able to act as a single counterparty to its customers as a provider of a full turnkey service in the design, prototyping, testing, packaging and production of ASICs and SoCs. Sondrel is able to provide customers with the ability to de-risk the design of ASICs through the use of Sondrel's "Architecting the Future" Intellectual Property.

5. Sondrel has a clear organic growth strategy focused on increasing its engineering headcount and investing in IP development to further enhance its competitive position, accelerating its growth in key geographies including the USA and Europe.

   6.     Sondrel has a proven and experienced founder-led management team. 

Customer Activity

The group continues to have a very strong pipeline of revenue opportunities providing good visibility of future growth. Customers cover multiple markets, including major industrial OEMs, automotive suppliers, and satellite communication services.

Key contracts and progress on projects in 2022 include:

An ASIC for a leading edge AI Hardware Accelerator manufacturer. Based on production volumes and product lifetime currently projected by the Customer, revenues for Sondrel associated with the production and supply of the manufactured Project ASIC would be worth in excess of US$20million to the Company over three years. The Project design contract was awarded to the Company in late 2021 and was fully funded by the customer. Project production and supply are expected to begin at the end of calendar year 2023.

An ASIC design for a leading provider of home network devices. The Project design contract was awarded to the Company in late 2022 and was fully funded by the Customer. The Project is estimated to be worth GBP1.8 million to Sondrel in 2023, which encompasses the partial design and NPI phases with a view to the ASIC entering production at the start of 2024. Based on production volumes and product lifetime currently projected by the Customer, revenues associated with the production and supply of the ASIC could be worth in excess of US$25 million over five years.

An ASIC design for a leading provider of ASIC controller for mobile phone application. The project design contract was awarded to the Company in early 2022 and was fully funded by the Customer. The Project encompasses the design and NPI phases with a view to the ASIC entering production at the start of 2024. A significant project for a leading European Automotive OEM. The Project design contract was awarded to the Company in mid-2022 and is fully funded by the Customer. Contract was signed July 2022 and design work has commenced. Significant progress has been made in respect of this turnkey ASIC engagement for this Tier 1 OEM Automotive customer - with major project milestones achieved in 2022. As stated at the time of the Group's IPO, Sondrel expects typical production volumes for each contract to deliver revenue of GBP10m to GBP100m per annum and the contract with the Tier 1 Automotive customer could deliver production revenue at the upper end of this range.

Major design service developments were undertaken during 2022 and completed designs sent for manufacture, including two advanced networking chips in 5nm FinFet Technology, a satellite communication device in 22nm, and two domain controller MCU's in 7nm for the automotive ADAS market.

Summary and Outlook

Having successfully delivered our FY22 results, I am pleased to report that the Company has started FY23 well, supported by existing contracts and ongoing new business momentum, as evidenced by our maiden post IPO design tape out for a leading provider of Edge AI Hardware Accelerator solutions in January 2023 and the March 2023 tapeout of an ASIC design for a leading provider of home network devices.

The Board firmly believes that the Company is well placed to continue capitalising on the sizeable growth opportunity within the semiconductor industry.

Graham Curren

Chief Executive Officer

23 May 2023

CHIEF FINANCIAL OFFICER'S REVIEW

I am pleased to report on a significant growth in revenue for the group, up 116% to GBP17.5m

Revenue

 
  GBP'000       2022     2021 
 Consultancy    4,672    5,036 
 ASIC           12,839   3,082 
 
 Total          17,511   8,118 
 
 

The Group has recovered strongly from the impact of the COVID-19 pandemic in 2020 and 2021 in line with the Group's successful transition into a provider of turnkey services, ASIC revenues have increased 313% to GBP12.8m (FY21: GBP3.1m) driven by one new and two existing major projects totalling GBP11.3m. These projects are all within the design phase moving to prototype in 2023 and going to production in later 2023, 2024 and 2025. ASIC revenues now comprise 73% of total revenues

Consultancy revenues have decreased to GBP4.7m (FY21: GBP5.0m) as the Group focuses on developing the ASIC business for the future.

Margins

The majority of the Group's direct cost base relates to engineering headcount and software. The Group focussed on retaining engineering resources through the COVID-19 pandemic and in developing further the Group's proprietary Architecting the Future technologies in order to deliver the expected future growth in demand, which has proven to be the case.

During 2022 the revenues in the first half of the year were out of alignment with the Group's operating costs. However, with revenues increasing in the second half of the year gross margins are improving and are expected to return to normal trading levels during 2023.

Administrative expenses (excluding share-based payments, depreciation, amortisation and exceptional items)

Underlying administrative expenses (excluding foreign exchange gains and losses) increased by 18% to GBP6.0m (FY21: GBP5.1m) driven predominantly by the increase in sales activity and the increased ongoing costs associated with being a public company.

Foreign exchange

The Group had 70% (2021: 30%) of revenues invoiced in currencies other than GBP, with the Group's cost base predominantly in GBP and USD, this has historically provided a natural hedge to currency exchange risk. However, during 2022 a new Euro contract led to 41% of revenues denominated in Euro and, together with the volatility of the USD during 2022, led to an exchange loss of GBP0.5m.

Adjusted EBITDA and Loss

Adjusted EBITDA (earnings before interest, tax, exceptional items, depreciation and amortisation) is considered by the Board to better represent the ongoing operating performance of the Group as it removes the impact of significant cash and non-cash expenditure items . Adjusted EBITDA improved to a loss of GBP1.1m (FY21: loss GBP2.5m). See note 4.

Loss before tax of GBP6.4 million (2021: Loss GBP5.5 million) includes significant cash and non-cash expenditure items. These are analysed as follows:

 
  GBP'000                        2022      2021 
 Loss before tax                 (6,412)   (5,531) 
 
 Amortisation of intangible 
  assets                         2,385     2,155 
 Exceptional 
  costs (1)                      1,393     0 
 Adjusted loss before 
  tax                            (2,634)   (3,376) 
 Interest                        1,176     521 
 Depreciation                    394       382 
 Adjusted EBITDA                 (1,064)   (2,473) 
                                ========  ======== 
 
   (1)   Costs relating to the IPO which are not considered to be trading expenditure 

Development costs

Under IFRS 15 development costs of GBP1.1m associated with the creation of mask sets that will deliver future economic benefits from production revenues were expensed to the profit and loss.

Research and development

Total expenditure on research and development in the year was GBP8.1m (2021: GBP7.1m) of which GBP0.4m (2021: GBP0.6m) was on internal research and development to increase the engineering differentiation and capability to efficiently deliver new technologies. Research & development costs of GBP0.2m were capitalised during the year relating to the commencement of an automotive development programme. Costs incurred relating to the development of internal process improvements are not able to be reliably measured and have therefore been expensed through the P&L.

Due to the nature of the work the Group is entitled to claim R&D tax credits. The amount recoverable this year is GBP1.0m (2021: GBP0.5m)

Exceptional items

During the year costs expensed to the profit and loss relating to the IPO were GBP1.4m. In addition, costs relating to the IPO of GBP1.8m were taken to equity.

Depreciation and amortisation

Depreciation and amortisation of GBP2.8 m (FY21: GBP2.5m) principally comprises the amortisation of the intangible software assets.

Interest

The investment in the software asset has led to an additional interest charge under IFRS 16 of GBP0.8m in 2022.

Taxation

No provision for tax has been made in the period (FY21: GBPNil) due to the available tax losses carried forward of GBP 1.8m creating a deferred tax asset of GBP3.2m.

Earnings per share

Loss per share was 0.06 pence (FY21: loss per share 0.11 pence).

Dividend

The Board has determined that no dividend will be paid in the year. The Group is primarily seeking to achieve capital growth for shareholders. It is the Board's intention during the current phase of the Group's development to retain distributable profits from the business to the extent they are generated.

Balance sheet

The Group has strengthened its balance sheet position with net assets at 31 December 2022 of GBP8.5m (FY21: GBP(6.6)m).

Intangible assets

The intangible asset of GBP14.5m (FY21: GBP9.3m) arises from the recognition of long term right to use software assets and in 2022 the capitalisation of GBP0.2m of research and development. During 2022 an additional asset of GBP7.3m was recognised securing software rights to 2025. The amortisation associated with the capitalised asset was GBP2.4m (FY21: GBP2.8m).

Cash flow and net debt

At 31 December 2022 the cash balance was GBP4.4m (FY21: GBP(1.2)m).

The Group repaid its bank debt post IPO and at the year end a shareholder loan of GBP0.7m was outstanding (FY21: GBP2.5m). This loan was repaid post year end leaving the Group debt free.

Two significant customer milestones originally anticipated to be received in Q4 2022, totalling GBP4m were deferred to 2023, with GBP1.5m received post year end and GBP2.5m to be received in the next few months.

Joe Lopez

Chief Financial Officer

23 May 2023

Consolidated statement of profit and loss and other comprehensive income

for the year ended 31 December 2022

 
                                                                      2021 
                                                        2022 
                                         Note            GBP           GBP 
 
 Revenue                                  3       17,510,825     8,118,236 
 
 Cost of sales                                  (15,897,751)   (8,165,554) 
                                               -------------  ------------ 
 
 Gross profit/(loss)                               1,613,074      (47,318) 
 
 Administrative expenses                         (7,814,885)   (5,480,905) 
 Other operating income                              965,655       517,178 
 
 Operating loss                                  (5,236,156)   (5,011,045) 
 
 Finance costs                                   (1,175,510)     (520,777) 
 Finance income                                           30           724 
 
 Loss before tax                                 (6,411,636)   (5,531,098) 
 
 Income tax credit                        5        3,219,735        74,711 
                                               -------------  ------------ 
 
 Loss for the year attributable to 
  the owners of the parent                       (3,191,901)   (5,456,387) 
                                               =============  ============ 
 
 Other comprehensive (expense)/income 
 
 Other comprehensive (expense)/income 
  that may be reclassified to profit 
  or loss in subsequent periods (net 
  of tax): 
 
 Exchange differences on translation 
  of foreign operations                             (39,079)         5,501 
 
 
 Other comprehensive (expense)/income 
  for the year 
  (net of tax)                                      (39,079)         5,501 
                                               -------------  ------------ 
 
 Total comprehensive expense for the 
  year attributable to the owners of 
  the parent                                     (3,230,980)   (5,450,886) 
                                               =============  ============ 
 
 Losses per share attributable to 
  the owners of the parent 
 
 Basic                                    6           (0.06)        (0.11) 
 Diluted                                  6           (0.06)        (0.11) 
 
 

All activity in both the current and the prior period relates to continuing operations.

Consolidated statement of financial position

at 31 December 2022

 
                                                        31 December     1 January 
                                          31 December 
                                                 2022          2021          2021 
                                  Note            GBP           GBP           GBP 
 Non-current assets 
 Property, plant and equipment                293,914       175,181       200,604 
 Right-of-use assets                          637,100       525,165       498,965 
 Intangible assets                 7       14,547,870     9,346,380    11,507,008 
 Deferred tax assets                        3,199,744             -             - 
                                        -------------                ------------ 
 Total non-current assets                  18,678,628    10,046,726    12,206,577 
                                        -------------  ------------  ------------ 
 
 Current assets 
 Inventories                                1,044,069             -             - 
 Trade and other receivables               10,197,124     3,006,941     3,665,628 
 Cash and cash equivalents         8        4,449,812        29,797       110,069 
 Income tax receivable                        149,853       107,125       365,267 
                                        -------------  ------------  ------------ 
 Total current assets                      15,840,858     3,143,863     4,140,964 
                                        -------------  ------------  ------------ 
 
 Total assets                              34,519,486    13,190,589    16,347,541 
                                        -------------  ------------  ------------ 
 
 Current liabilities 
 Trade and other payables                  14,677,767     9,948,585     5,040,054 
 Short-term borrowings                              -     1,351,042        58,333 
 Short-term lease liabilities                 291,124       276,788       248,290 
                                        -------------  ------------  ------------ 
 Total current liabilities                 14,968,891    11,576,415     5,346,677 
                                        -------------  ------------  ------------ 
 
 Non-current liabilities 
 Other payables                             9,984,228     6,791,294    10,555,114 
 Borrowings                                   700,000     1,140,625     2,041,667 
 Lease liabilities                            307,944       258,794       243,003 
 Deferred tax liabilities                      74,933             -             - 
                                        -------------  ------------  ------------ 
 Total non-current liabilities             11,067,105     8,190,713    12,839,784 
                                        -------------  ------------  ------------ 
 
 Total liabilities                         26,035,996    19,767,128    18,186,461 
                                        -------------  ------------  ------------ 
 
 Net assets/(liabilities)                   8,483,490   (6,576,539)   (1,838,920) 
                                        =============  ============  ============ 
 
 

Consolidated statement of financial position

at 31 December 2022 (continued)

 
                                                       31 December     1 January 
                                         31 December 
                                                2022          2021          2021 
                                 Note            GBP           GBP           GBP 
 Equity 
 Issued share capital             9           87,462         8,345         8,345 
 Share premium                            18,286,562       122,431       122,431 
 Foreign currency translation 
  reserve                                   (55,597)      (16,518)      (22,019) 
 Share-based payment reserve                 812,676     1,236,397       523,130 
 Retained deficit                       (10,647,613)   (7,927,194)   (2,470,807) 
                                       -------------                ------------ 
 
 Total equity                              8,483,490   (6,576,539)   (1,838,920) 
                                       =============  ============  ============ 
 
 

The consolidated financial statements were approved and authorised for issue by the Board on 23 May 2023 and were signed on its behalf by:

G S Curren

Director

Company statement of financial position

at 31 December 2022

 
                                          31 December   31 December   1 January 
                                   Note 
                                                 2022          2021        2021 
                                                  GBP           GBP         GBP 
 
 Non-current assets 
 Investment in subsidiaries                 1,328,086     1,238,601     525,334 
 Long-term receivables                     19,272,024             -           - 
 Deferred tax assets                          490,622             -           - 
                                         ------------  ------------  ---------- 
 Total non-current assets                  21,090,732     1,238,601     525,334 
                                         ------------  ------------  ---------- 
 
 Current assets 
 Trade and other receivables                  189,339     2,471,290   2,407,391 
 Cash and cash equivalents                     11,356            43           - 
                                         ------------  ------------  ---------- 
 Total current assets                         200,695     2,471,333   2,407,391 
                                         ------------  ------------  ---------- 
 
 Total assets                              21,291,427     3,709,934   2,932,725 
                                         ------------  ------------  ---------- 
 
 Current liabilities 
 Trade and other payables                      40,669             -           - 
                                         ------------  ------------  ---------- 
 Total current liabilities                     40,669             -           - 
                                         ------------  ------------  ---------- 
 
 Non-current liabilities 
 Borrowings                                   700,000       700,000     700,000 
                                         ------------  ------------  ---------- 
 Total non-current liabilities                700,000       700,000     700,000 
                                         ------------  ------------  ---------- 
 
 Total liabilities                            740,669       700,000     700,000 
                                         ------------  ------------  ---------- 
 
 Net assets                                20,550,758     3,009,934   2,232,725 
                                         ============  ============  ========== 
 
 Equity 
 Issued share capital               9          87,462         8,345       8,345 
 Share premium                             18,286,562       122,431     122,431 
 Share-based payment reserve                  812,676     1,236,397     523,130 
 Retained earnings                          1,364,058     1,642,761   1,578,819 
                                         ------------  ------------  ---------- 
 
 Shareholders' funds                       20,550,758     3,009,934   2,232,725 
                                         ============  ============  ========== 
 
 

The Company has taken advantage of the exemption under S408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The loss for the year of the Company after tax was GBP750,185 (2021: profit of GBP63,942).

The Company financial statements were approved and authorised for issue by the Board on 23 May 2023 and were signed on its behalf by:

G S Curren

Director

Company number: 07275279

Consolidated statement of changes in equity

For the year ended 31 December 2022

 
 
                                    Share        Share         Foreign     Share-based       Retained 
                                  capital      premium        currency         payment        deficit           Total 
                                                           translation         reserve 
                         Note                                  reserve 
                                      GBP          GBP             GBP             GBP            GBP             GBP 
 
 Balance at 1 January 
  2021                              8,345      122,431        (22,019)         523,130    (2,470,807)     (1,838,920) 
                               ----------  -----------  --------------  --------------  -------------  -------------- 
 
 Loss for the year                      -            -               -               -    (5,456,387)     (5,456,387) 
 Other comprehensive 
  income                                -            -           5,501               -              -           5,501 
                               ----------  -----------  --------------  --------------  -------------  -------------- 
 Total comprehensive 
  income /(expense) 
  for the year                          -            -           5,501               -    (5,456,387)     (5,450,886) 
 
 Share-based payment 
  charge                                -            -               -         713,267              -         713,267 
 Total transactions 
  with owners                           -            -               -         713,267                        713,267 
                               ----------  -----------  --------------  --------------  -------------  -------------- 
 
   At 31 December 
   2021                             8,345      122,431        (16,518)       1,236,397    (7,927,194)     (6,576,539) 
                               ----------  -----------  --------------  --------------  -------------  -------------- 
 
 Loss for the year                      -            -               -               -    (3,191,901)     (3,191,901) 
 Other comprehensive 
  expense                               -            -        (39,079)               -              -        (39,079) 
                               ----------  -----------  --------------  --------------  -------------  -------------- 
 Total comprehensive 
  expense for the 
  year                                  -            -        (39,079)               -    (3,191,901)     (3,230,980) 
                               ----------  -----------  --------------  --------------  -------------  -------------- 
 
 Share issues             9        36,364   18,164,131               -               -              -      18,200,495 
 Exercise of share 
  options                           1,029            -               -       (513,206)        513,206           1,029 
 Bonus issues             9        41,724            -               -               -       (41,724)               - 
 Share-based payment 
  charge                                -            -               -          89,485              -          89,485 
 Total transactions 
  with owners                      79,117   18,164,131               -       (423,721)      (471,482)      18,291,009 
                               ----------  -----------  --------------  --------------  -------------  -------------- 
 
   At 31 December 
   2022                            87,462   18,286,562        (55,597)         812,676   (10,647,613)       8,483,490 
                               ==========  ===========  ==============  ==============  =============  ============== 
 

Company statement of changes in equity

for the year ended 31 December 2022

 
 
                                             Share        Share     Share-based     Retained 
                                           capital      premium         payment     earnings        Total 
                                  Note                                  reserve 
                                               GBP          GBP             GBP          GBP          GBP 
 
 Balance at 1 January 2021                   8,345      122,431         523,130    1,578,819    2,232,725 
                                        ----------  -----------  --------------  -----------  ----------- 
 
 Profit for the year                             -            -               -       63,942       63,942 
                                        ----------  -----------  -------------- 
 Total comprehensive income 
  for the year                                   -            -               -       63,942       63,942 
                                        ----------  -----------  --------------  -----------  ----------- 
 
 Share-based payment charge                      -            -         713,267            -      713,267 
                                        ----------  -----------  --------------  -----------  ----------- 
 
   Total transactions with 
   owners                                        -            -         713,267            -      713,267 
                                        ----------  -----------  --------------  -----------  ----------- 
 
 At 31 December 2021                         8,345      122,431       1,236,397    1,642,761    3,009,934 
 
 
 Loss for the year                               -            -               -    (750,185)    (750,185) 
                                        ----------  -----------  --------------  -----------  ----------- 
 Total comprehensive expense 
  for the year                                   -            -               -    (750,185)    (750,185) 
                                        ----------  -----------  --------------  -----------  ----------- 
 
 Transactions with owners 
  in their capacity as owners: 
 Share issues                      9        36,364   18,164,131               -            -   18,200,495 
 Exercise of share options                   1,029            -       (513,206)      513,206        1,029 
 Bonus issues                      9        41,724            -               -     (41,724)            - 
 Share-based payment charge                      -            -          89,485            -       89,485 
                                        ----------  -----------  --------------  -----------  ----------- 
 
   Total transactions with 
   owners                                   79,117   18,164,131       (423,721)      471,482   18,291,009 
                                        ----------  -----------  --------------  -----------  ----------- 
 
 
   At 31 December 2022                      87,462   18,286,562         812,676    1,364,058   20,550,758 
                                        ==========  ===========  ==============  ===========  =========== 
 

Consolidated statement of cash flows

for the year ended 31 December 2022

 
                                                             2022          2021 
                                               Note           GBP           GBP 
 
 Cash used in operations                              (4,952,766)     (260,744) 
 
 Income tax credit received in respect 
  of R&D                                                  202,222       332,853 
                                                     ------------  ------------ 
 
 Net cash (outflow)/inflow from operating 
  activities                                          (4,750,544)        72,109 
                                                     ------------  ------------ 
 
 Cash flows from investing activities 
 Purchase of property, plant and equipment              (204,194)      (55,319) 
 Purchase of intangible assets                        (4,306,066)     (106,165) 
 Interest received                                             30           724 
 
 Net cash outflow from investing activities           (4,510,230)     (160,760) 
                                                     ------------  ------------ 
 
 Cash flows from financing activities 
 Proceeds from issue of share capital                  18,200,495             - 
 Proceeds from exercise of share options                    1,029             - 
 Proceeds from borrowings                                       -       450,000 
 Repayment of borrowings                              (1,791,667)      (58,333) 
 Payment of principal portion of lease 
  liabilities                                           (269,838)     (285,000) 
 Interest paid                                        (1,160,881)     (610,929) 
 Interest paid on lease liabilities                      (24,833)      (19,527) 
 
 Net cash inflow/(outflow) from financing 
  activities                                           14,954,305     (523,789) 
                                                     ------------  ------------ 
 
 Net increase/(decrease) in cash and 
  cash equivalents                                      5,693,531     (612,440) 
 
 Cash and cash equivalents at the beginning 
  of the financial year                         8     (1,243,719)     (631,279) 
 
 Cash and cash equivalents at end of 
  year                                          8       4,449,812   (1,243,719) 
                                                     ============  ============ 
 
 

1. Basis of the announcement

The nancial information of the Group set out above does not constitute statutory accounts for the purposes of Section 435 of the Companies Act 2006. The nancial information for the year ended 31 December 2022 has been extracted from the Group's audited nancial statements which were approved by the Board of directors on 23 May 2023 and delivered to the Registrar of Companies for England and Wales following the Company's 2022 Annual General Meeting. The report of the auditor on the 2022 nancial statements was unmodified and did not contain a statement under either Section 498 (2) or Section 498 (3) of the Companies Act 2006.

Whilst the nancial information included in this preliminary announcement has been prepared in accordance with UK adopted international accounting standards, in conformity with the requirements of the Companies Act 2006, that are relevant to companies that report under these standards, this announcement does not itself contain su cient information to comply with those standards. This nancial information has been prepared in accordance with the accounting policies set out in the 2022 Annual Report.

The Company is a public limited company incorporated and domiciled in England & Wales and whose shares are quoted on AIM, a market operated by The London Stock Exchange.

The principal activity of Sondrel Holdings plc and its subsidiaries is the design and delivery of complex, high end 'application specific integrated circuits' (ASICs) and System on Chips (SoCs). It provides a full turnkey service in the design, prototyping, testing, packaging and production of ASICs and SoCs.

 
      Segment information 
  2 
 

The Group considers there to be only one business segment which is monitored and reported to the Chief Operating Decision Maker ('CODM'), being the Board of Directors. This judgement is based on the fact that the Group provides similar products and services to all its customers, and the key performance indicators monitored by the CODM are total revenue and profit/(loss) for the year.

Revenue from transactions with major customers comprises the following, each percentage reflects a different customer:

 
  2022                  2022        2021                  2021 
  Major customer        Revenue     Major customer        Revenue 
   percentage revenue                percentage revenue 
  %                     GBP         %                     GBP 
 
  41                    7,150,114   28                    2,239,947 
  16                    2,732,508   20                    1,626,474 
  14                    2,506,110   13                    1,051,556 
                        ________    ________              ________ 
 
 

Revenue is split geographically as follows (for more information on revenue see note 3):

 
                   2022         2021 
                   GBP          GBP 
 
  UK               5,275,305    5,667,207 
  USA              3,742,760    300,338 
  China            825,267      754,891 
  Rest of world    7,667,493    1,385,800 
                   ________     ________ 
  Total revenue    17,510,825   8,118,236 
                   ________     ________ 
 

Non-current assets excluding deferred tax are split as follows:

 
                              2022         2021         1 January 
                                                         2021 
                              GBP          GBP          GBP 
 
  UK                          15,422,036   9,799,302    12,064,349 
  Morocco                     38,538       214,504      93,155 
  Rest of world               18,310       32,920       49,073 
                              ________     ________     ________ 
  Total non-current assets    15,478,884   10,046,726   12,206,577 
                              ________     ________     ________ 
 
 
      Revenue from contracts with customers 
  3 
 

In the following table, revenue is disaggregated by major products/service lines and primary geographical market. All revenue is recognised over time.

 
                                  2022         2021 
                                  GBP          GBP 
  Major service lines 
  Projects (ASIC)                 12,838,700   3,082,166 
  Consultancy                     4,672,125    5,036,070 
                                  ________     ________ 
  Total                           17,510,825   8,118,236 
                                  ________     ________ 
  Primary geographical markets 
  UK                              5,275,305    5,667,207 
  USA                             3,742,760    300,338 
  China                           825,267      754,891 
  Non-UK                          7,667,493    1,385,800 
                                  ________     ________ 
  Total                           17,510,825   8,118,236 
                                  ________     ________ 
 

The Group has recognised the following assets and liabilities related to contracts with customers:

 
                          2022          2021        1 January 
                                                     2021 
                          GBP           GBP         GBP 
 
  Trade receivables       3,138,895     2,232,781   2,921,746 
  Contract receivables    5,972,166     152,236     19,179 
  Contract liabilities    (5,753,646)   (224,189)   (37,494) 
                          ________      ________    ________ 
 

Customers are typically invoiced on the basis of milestones set out in the contracts. These milestones do not correspond with the timing of satisfaction of performance obligations. The differences in the timing between the agreed invoicing schedule and the satisfaction of performance obligations result in the recognition of a contract receivable for services performed but not yet invoiced and a contract liability for consideration received but services not yet performed. Invoices are raised at agreed dates throughout the duration of the Projects and monthly in arrears for Consultancy arrangements. Payment is typically due within 30 days of issue of the invoice.

The movement on these balances during 2021 and 2022 was purely the result of the general course of business for the Group. Existing contracts were fulfilled, and new contracts were entered into during these periods.

 
      Revenue from contracts with customers (continued) 
  3 
 

The following table shows how much of the revenue recognised in the current reporting period relates to carried-forward contract liabilities and how much relates to performance obligations that were satisfied in a prior year:

 
                                                      2022        2021 
                                                      GBP         GBP 
 
  Revenue recognised in the year that was included 
   in the contract liability balance at the 
   beginning of the year                              114,613     37,494 
  Revenue recognised in the year that relates 
   to ongoing projects at the previous year 
   end                                                3,696,914   1,889,640 
                                                      ________    ________ 
 

The following table shows unsatisfied performance obligations resulting from project works continuing into 2023. The largest three balances from individual projects amount to GBP6.9m, GBP1.9m and GBP1.4m:

 
                                                     2022         2021 
                                                     GBP          GBP 
 
  Transaction price relating to performance 
   obligations that are unsatisfied (or partially 
   unsatisfied) at the year end                      11,623,495   4,715,857 
                                                     ________     ________ 
 

These amounts are expected to be recognised as revenue as follows: GBP11,302,466 recognised as revenue in 2023; GBP321,029 recognised as revenue in 2024.

The Group is applying the practical expedient to not disclose the transaction price relating to the Consultancy performance obligation because the performance obligation is part of a contract that has an original expected duration of one year or less.

 
      Alternative performance measures 
  4 
 

These items are included in normal operating costs, however as they are considered significant cash and non-cash expenditure items, they are separately disclosed because of their nature. It is the Group's view that excluding them from the operating loss gives a better representation of the ongoing trading performance of the business in the year.

The Group's primary results measure, which is considered by the Directors of Sondrel (Holdings) plc to better represent the ongoing operating performance of the Group, adjusted EBITDA as set out below. EBITDA is a commonly used measure in which earnings are stated before net finance income, amortisation and depreciation as a proxy for cash generated from trading.

 
                     2022          2021 
                     GBP           GBP 
 
  Loss before tax    (6,411,636)   (5,531,098) 
 
  IPO costs          1,393,265     - 
  Depreciation       394,022       382,355 
  Amortisation       2,384,795     2,154,711 
  Finance costs      1,175,510     520,777 
                     ________      ________ 
  Adjusted EBITDA    (1,064,044)   (2,473,255) 
                     ________      ________ 
 
 
  Loss before tax    (6,411,636)   (5,531,098) 
 
  IPO costs (1)      1,393,265     - 
                     ________      ________ 
  Adjusted loss      (5,018,371)   (5,531,098) 
                     ________      ________ 
 
   (1)   Costs relating to the IPO, which are not considered to be trading expenditure. 
 
       Taxation 
  5 
                                                         2022          2021 
                                                         GBP           GBP 
       Current tax 
  UK current tax on loss for the year                    (149,853)     (189,100) 
  Adjustments in respect of previous years               -             81,975 
  Foreign tax on income for the year                     54,929        32,414 
                                                         ________      ________ 
  Total current tax credit                               (94,924)      (74,711) 
 
       Deferred tax 
       Origination and reversal of timing differences    (3,124,811)   - 
 
                                                         ________      ________ 
       Total deferred tax credit                         (3,124,811)   - 
 
                                                         ________      ________ 
  Total tax credit                                       (3,219,735)   (74,711) 
                                                         ________      ________ 
 
 
      Taxation (continued) 
  5 
 

The standard rate of corporation tax in the UK for the year was 19% (2021: 19%). The differences between the total tax shown above and the amount calculated by applying the standard rate of UK corporation tax to the loss before tax are as follows:

 
                                                2022          2021 
                                                GBP           GBP 
 
  Loss before tax                               (6,411,636)   (5,531,098) 
                                                ________      ________ 
 
  Loss at the standard rate of corporation 
   tax in the UK of 19% 
   (2021: 19%)                                  (1,218,211)   (1,050,909) 
 
  Effect of: 
  Expenses not deductible for tax purposes      307,182       114,032 
  Non-taxable income                            (5,383)       (23) 
  Adjustments in respect of prior periods       -             81,975 
  Share option exercise relief                  (113,250) 
  Additional deduction for R&D expenditure      (110,986)     (106,882) 
  Surrender of tax losses for R&D tax credit 
   refund                                       258,368       25,516 
  Previously unrecognised deferred taxes on     (1,730,511)   - 
   losses 
  Previously unrecognised deferred taxes on     (317,340)     - 
   share-based payments 
  Deferred tax movement not recognised          -             1,014,037 
  Difference in overseas tax rates              10,894        (3,211) 
  Change in tax rates on deferred tax           (320,479)     - 
  Other                                         19,981        176 
                                                ________      ________ 
  Total tax credit for the year                 (3,219,735)   (74,711) 
                                                ________      ________ 
 

Factors that may affect future tax charge

The Finance Act 2021 was substantively enacted in May 2021 and has increased the UK corporation tax rate to from 19% to 25% with effect from 1 April 2023. The deferred tax balances have been measured using the rates expected to apply in the reporting periods when the timing differences reverse. The UK corporation tax rate is currently 19%. The net deferred tax asset as at 31 December 2022 has been calculated also taking into account the 25% rate effective from 1 April 2023. The change from 19% to 25% will increase the Groups future tax charge, but as the deferred tax assets and liabilities have been recognised for the first time in 2022, this change in rate has had no effect on the deferred tax balances as they have only ever been calculated at 25%.

 
      Earnings per share (EPS) 
  6 
 

Basic EPS is calculated by dividing the profit attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period.

 
                                           2022          2021 
 
  Loss for the year (GBP)                  (3,191,901)   (5,456,387) 
  Weighted average number of shares        57,444,856    50,068,686 
                                           ________      ________ 
  Basic earnings/(loss) per share (GBP)    (0.06)        (0.11) 
                                           ________      ________ 
 

Diluted earnings per share is determined by adjusting the profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding, taking into account the effects of all potential dilutive ordinary shares, including options.

 
                                               2022          2021 
 
  Loss for the year (GBP)                      (3,191,901)   (5,456,387) 
  Weighted average number of shares            57,444,856    50,068,686 
  Dilutive effect of share options             -             - 
                                               ________      ________ 
  Weighted average number of diluted shares    57,444,856    50,068,686 
                                               ________      ________ 
  Diluted earnings/(loss) per share (GBP)      (0.06)        (0.11) 
                                               ________      ________ 
 

The weighted average number of shares includes the effect of the bonus issue of 41,723,905 shares which occurred in the year ended 31 December 2022.

During 2021 and 2022, the Group made a loss and so the share options are anti-dilutive. As such they are not taken into account in determining the weighted average number of shares for calculating the diluted Earnings Per Share. As a result, the diluted Earnings Per Share is equal to the Basic Earnings Per Share.

 
      Intangible assets 
  7 
 
 
                                  Software      Development 
  Group                            licences      costs        Total 
                                  GBP           GBP           GBP 
  Cost 
  At 1 January 2021               12,517,506    -             12,517,506 
  Disposals                       (5,917)       -             (5,917) 
                                  _______       _______       _______ 
 
  At 31 December 2021             12,511,589    -             12,511,589 
  Additions                       7,346,912     239,373       7,586,285 
  Disposals                       (1,186,586)   -             (1,186,586) 
                                  _______       _______       _______ 
 
  At 31 December 2022             18,671,915    239,373       18,911,288 
                                  _______       _______       _______ 
 
  Amortisation 
  At 1 January 2021               1,010,498     -             1,010,498 
  Amortisation charge for the 
   year                           2,154,711     -             2,154,711 
                                  _______       _______       _______ 
 
  At 31 December 2021             3,165,209     -             3,165,209 
  Amortisation charge for the 
   year                           2,384,795     -             2,384,795 
  Disposals                       (1,186,586)   -             (1,186,586) 
                                  _______       _______       _______ 
 
  At 31 December 2022             4,363,418     -             4,363,418 
                                  _______       _______       _______ 
  Net book value 
  At 31 December 2022             14,308,497    239,373       14,547,870 
                                  _______       _______       _______ 
 
  At 31 December 2021             9,346,380     -             9,346,380 
                                  _______       _______       _______ 
 
  At 1 January 2021               11,507,008    -             11,507,008 
                                  _______       _______       _______ 
 

Amortisation charges for software licences represent cost relating directly to the Group's revenue and, therefore, they have been charged through cost of sales in the statement of profit and loss and other comprehensive income.

 
      Cash and cash equivalents 
  8 
 

Cash and cash equivalents for the purpose of the statement of cash flows, comprises:

 
                          Group       Group         Group       Company    Company    Company 
                                                    1 January                         1 January 
                          2022        2021           2021       2022       2021        2021 
                          GBP         GBP           GBP         GBP        GBP        GBP 
 
  Cash at bank and 
   in hand                4,449,812   29,797        110,069     11,356     43         - 
  Less bank overdrafts    -           (1,273,516)   (741,348)   -          -          - 
                          ________    ________      ________    ________   ________   ________ 
  Total                   4,449,812   (1,243,719)   (631,279)   11,356     43         - 
                          ________    ________      ________    ________   ________   ________ 
 
 

Cash at bank earns interest at floating rates based on daily bank deposit rates.

 
       Share capital 
  9 
 
       Group and Company     Allotted, called up and fully paid 
                                                      1 January                         1 January 
                             2022         2021         2021       2022       2021        2021 
                             Number       Number      Number      GBP        GBP        GBP 
 
  Ordinary shares of 
   GBP0.001 each             87,461,772   166,895     166,895     87,462     167        167 
  Ordinary A shares 
   of GBP0.001 each          -            8,117,886   8,117,886   -          8,178      8,178 
                             ________     ________    ________    ________   ________   ________ 
  Total                      87,461,722   8,344,781   8,344,781   87,462     8,345      8,345 
                             ________     ________    ________    ________   ________   ________ 
 

In the prior year, there were two distinct classes of shares; Ordinary and Ordinary A.

Ordinary A shares were prescribed one vote per share. Ordinary shares did not hold the right to attend or vote at general meetings. The Ordinary shares had second right on wind up to the assets of the Company.

On 8 September 2022, the Company issued and allotted 40,889,430 A Ordinary shares at a price of GBP0.001 per share, for no consideration. The Company also issued and allotted 834,475 Ordinary shares at a price of GBP0.001 per share, for no consideration. This bonus share issue, carried out on a 5 for 1 basis via capitalisation from retained deficit, was done in order to increase the share capital to meet the minimum requirements of GBP50,000 for registration to plc status. Immediately following that issue and allotment, the issued share capital of the Company was comprised of 50,068,686 shares.

Pursuant to the IPO placing on 21 October 2022, all A Ordinary shares were reclassed as Ordinary shares.

On the same day, 36,363,636 Ordinary shares were issued and allotted at a price of GBP0.001 per share, for total consideration of GBP0.55 per share, to certain new investors. Additionally, 1,029,450 share options over Ordinary shares were exercised by a Company employee at an exercise price of GBP0.001 per share.

Immediately following this issue and allotment, the Company's issued share capital increased to 87,461,772 Ordinary shares. All shares are equally eligible to receive dividends, the repayment of capital on winding up of the Company and represent one vote at the shareholders' meeting of the Company.

   10           Annual Report 

The annual report for the year ended 31 December 2022 will be posted to shareholders shortly, and will be made available on the Company's website www.sondrel.com .

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